Current Report Filing (8-k)
November 18 2019 - 4:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
November 15, 2019
OPES ACQUISITION CORP.
(Exact Name of Registrant as Specified in
Charter)
Delaware
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001-38417
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82-2418815
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification No.)
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Park Plaza Torre I
Javier Ramos Sierra 540, Of. 103
Col. Santa Fe
01210 México City, México
(Address of Principal Executive Offices)
(Zip Code)
+52 (55) 5992-8300
(Registrant’s Telephone Number, Including
Area Code)
Not Applicable
(Former Name or Former Address, if Changed
Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e 4(c))
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Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on
which registered
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Units, each consisting of one share of common stock and one redeemable warrant
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OPESU
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The Nasdaq Stock Market LLC
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Common stock, par value $0.0001 per share
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OPES
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The Nasdaq Stock Market LLC
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Redeemable warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share
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OPESW
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws
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The information included in Item 5.07 is
incorporated by reference in this item to the extent required herein.
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On November 15, 2019, Opes
Acquisition Corp. (the “Company”) held a special meeting of its stockholders (the “Meeting”). At
the Meeting, the Company’s stockholders considered the following proposals:
1. A proposal to adopt and approve an
amendment to the Company’s amended and restated certificate of incorporation (the “charter”) to extend
the date that the Company has to consummate a business combination (the “Extension”) to January 15, 2020
(the “Extended Date”). The following is a tabulation of the votes with respect to this proposal, which was approved
by the Company’s stockholders:
For
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Against
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Abstain
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Broker Non-Votes
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8,383,045
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3,200
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0
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0
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In connection with this vote, the holders of 228,001 shares
of the Company’s common stock properly exercised their right to convert their shares into cash at a conversion price of approximately
$10.43 per share, for an aggregate conversion amount of approximately $2.4 million.
Following the Meeting, the Company filed
the amendment to the charter with the Secretary of State of the State of Delaware. A copy of the amendment is attached hereto as
Exhibit 3.1.
Upon filing of the amendment to the charter,
the Company deposited into its trust account established in connection with the Company’s initial public offering $0.0325
for each public share that was not converted in connection with the Extension, or an aggregate of approximately $292,150, for the
first 30-day extension period. The Company now has until December 16, 2019 to consummate an initial business combination, or determine
to deposit additional funds into the trust account for one additional 30-day extension period.
2. A
proposal to adopt and approve the early winding up of the Company and redemption of 100% of the outstanding public shares if the
Company’s board of directors determines at any time prior to the Extended Date that the Company will be unable to consummate
an initial business combination by the Extended Date. The following is a tabulation of the votes with respect to this proposal,
which was approved by the Company’s stockholders:
For
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Against
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Abstain
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Broker Non-Votes
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8,119,034
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265,798
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1,413
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0
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Item 9.01.
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Financial Statement and Exhibits.
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(d) Exhibits:
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Dated: November 18, 2019
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OPES ACQUISITION CORP.
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By:
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/s/ David Mack
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Name:
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David Mack
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Title:
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Chief Executive Officer
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