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
November
10, 2020
Date
of Report (Date of earliest event reported)
Opes
Acquisition Corp.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
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001-38417
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82-2418815
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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4218
NE 2nd Avenue,
Miami, FL
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33137
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(Address of Principal
Executive Offices)
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(Zip Code)
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Registrant’s
telephone number, including area code: (305) 573-3900
N/A
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(Former name or former
address, if changed since last report)
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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:
☐
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Written communications
pursuant to Rule 425 under the Securities Act
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☒
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
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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 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
IMPORTANT
NOTICES
Opes
Acquisition Corp., a Delaware corporation (“OPES” or “Purchaser”), and BurgerFi International LLC, a Delaware
limited liability company (“BurgerFi”) and their respective directors, executive officers, members, managers, employees
and other persons may be deemed to be participants in the solicitation of proxies from the holders of Purchaser’s common
stock in respect of the Membership Interest Purchase Agreement, dated June 29, 2020 whereby Purchaser shall acquire 100% of the
membership interests of BurgerFi (the “Business Combination”). Information about OPES’s directors and executive
officers and their ownership of OPES’s common stock is set forth in OPES’s Prospectus, dated March 13, 2018, Annual
Report on Form 10-K, dated March 30, 2020 and the preliminary proxy statement on Schedule 14A dated September 25, 2020, and revised
preliminary proxy statements filed on October 27, 2020 and November 6, 2020 pertaining to the proposed transaction, filed with
the Securities and Exchange Commission (the “SEC”), as modified or supplemented by any Form 3 or Form 4 filed with
the SEC since the date of such filing. These documents can be obtained free of charge from the sources indicated above.
In
connection with the Business Combination, on September 25, 2020, Purchaser filed a preliminary proxy statement on Schedule 14A
pertaining to the Business Combination with the SEC, which was revised on October 27, 2020 and November 6, 2020 and Purchaser
will continue to file relevant materials related to the Business Combination with the SEC. Promptly after filing its definitive
proxy statement relating to the Business Combination with the SEC, Purchaser will mail the definitive proxy statement and a proxy
card to each stockholder entitled to vote at the special meeting relating to the Business Combination and other proposals. INVESTORS
AND SECURITY HOLDERS OF PURCHASER ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY
OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE BUSINESS COMBINATION THAT PURCHASER WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT OPES, BURGERFI AND THE BUSINESS COMBINATION. The definitive proxy statement,
the preliminary proxy statement and other relevant materials in connection with the business combination (when they become available),
and any other documents filed by Purchaser with the SEC, may be obtained free of charge at the SEC’s website (www.sec.gov)
or by writing to OPES at: 4218 NE 2nd Avenue, Miami, FL 33137.
This
Current Report on Form 8-K contains certain “forward-looking statements” within the meaning of the Securities Act
of 1933 and the Securities Exchange Act of 1934, both as amended by the Private Securities Litigation Reform Act of 1995. Statements
that are not historical facts, including statements about the parties’ perspectives and expectations, are forward-looking
statements. Such statements include, but are not limited to, statements regarding the proposed Business Combination. The words
“expect,” “believe,” “estimate,” “intend,” “plan,” and similar expressions
indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject
to various risks and uncertainties, assumptions (including assumptions about general economic, market, industry and operational
factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated.
Such
risks and uncertainties include, but are not limited to: (i) risks related to the timing of the completion of the Business Combination,
(ii) the ability to satisfy the various conditions to the closing of the Business Combination set forth in the Membership Interest
Purchase Agreement, (iii) the occurrence of any event, change or other circumstances that could give rise to the termination of
the Membership Interest Purchase Agreement, (iv) the risk that there may be a material adverse effect on the business, properties,
assets, liabilities, results of operations or condition (financial or otherwise), of BurgerFi or its subsidiaries or franchisees,
taken as a whole; (v) risks related to disruption of management time from ongoing business operations due to the proposed Business
Combination; (vi) the risk that any announcements relating to the proposed Business Combination could have adverse effects on
the market price of OPES’s common stock; and (vii) other risks and uncertainties and other factors identified in OPES’s
prior and future filings with the SEC, available at www.sec.gov.
A
further list and description of risks and uncertainties can be found in the preliminary proxy statement on Schedule 14A filed
on September 25, 2020 with the SEC and revised preliminary proxy statements filed on October 27, 2020 and November 6, 2020 by
Purchaser in connection with the proposed transaction, and other documents that the parties may file or furnish with the SEC,
which you are encouraged to read.
Should
one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may
vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to
place undue reliance on these forward-looking statements. Forward-looking statements relate only to the date they were made, and
OPES and BurgerFi, and their respective subsidiaries, if any, undertake no obligation to update forward-looking statements to
reflect events or circumstances after the date they were made except as required by law or applicable regulation.
Item
7.01 Regulation FD
On
November 10, 2020, OPES issued the following press release, “OPES Acquisition Corp.’s Business Combination Target,
BurgerFi, Reports Preliminary Third Quarter 2020 Financial Results.” A copy of the press release is attached hereto as Exhibit
99.1.
Attached as Exhibit 99.2 is an updated investor presentation,
dated November 2020, that will be used by OPES and BurgerFi in making presentations to certain existing and potential stockholders
of OPES and analysts with respect to the proposed business combination.
The
foregoing information, including the press release attached hereto as Exhibit 99.1 and the investor presentation attached hereto as Exhibit
99.2, are being furnished pursuant to Item
7.01 of this Current Report and shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that Section.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits:
SIGNATURES
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 12, 2020
OPES ACQUISITION CORP.
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By:
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/s/
Ophir Sternberg
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Name:
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Ophir Sternberg
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Title:
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Chairman and Chief Executive Officer
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