Current Report Filing (8-k)
14 April 2020 - 8:02PM
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): April 13, 2020
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
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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4218
NE 2nd Avenue
2nd Fl. Miami, Florida 33137
(Address
of Principal Executive Offices) (Zip Code)
305
573-3900
(Registrant’s
Telephone Number, Including Area Code)
Park
Plaza Torre I
Javier
Ramos Sierra 540, Of. 103
Col.
Santa Fe
01210
México City, México
(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
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On
April 13, 2020, the remaining members of the Board of Directors of Opes Acquisition Corp. (“Company”), appointed James
S. Anderson, David M. Brain, and Paul H. Rapisarda to its Board of Directors. James S. Anderson was appointed as a Class 1 director,
David M. Brain as a Class 3 director, and Paul H. Rapisarda as a Class 2 director. The Board also appointed Mr. Brain to be the
Chief Executive Officer of the Company. Mr. Anderson and Mr. Rapisarda were also appointed to the audit committee, compensation
committee and nominating committee of the Board of Directors. Ophir Sternberg, currently a director of the Company, was appointed
Chairman of the Board of Directors.
James
Anderson has over 40 years of entrepreneurial business experience with a major focus in real estate and business development
including internationally. He has either been a sole founder or founding partner in several commercial ventures. He has been an
owner/broker of JA Real Estate Partners, LLC (New York, NY) since 2001. He co-founded Iowa State Commercial Investment Company,
LLC in 2017; he acted as Senior Advisor to F&T Group from 2008-2014 in connection with the Nanjing World Trade Center mixed-use
development project; and he was a regional manager/vice president of DeWolfe Companies, Inc. from 1989-1996. Mr. Anderson resided
in China for nearly 10 years (2008-2017) where he was involved in numerous business/real estate development projects. He holds
a BBA degree from the University of Iowa.
David
Brain has served as CEO of Enfinite Capital, LLC since 2017, an investment and development
firm which he co-founded in late 2017. The firm is focused on renewable energy and infrastructure projects and has an alliance
with Black & Veatch. Mr. Brain served as the President and Chief Executive Officer as well as a Board Member/Trustee of Entertainment
Properties Trust/EPR Properties, an NYSE traded real estate investment trust (NYSE:EPR) for over 15 years until stepping down
in 2015. Mr. Brain co-founded the Company in 1997 and served as its original CFO. He was named CEO in September of 1999. Mr. Brain
currently serves on the Board of Maxus Properties, (MRTI), a public externally managed multi-family residential REIT, Alamo Drafthouse
Theatres and Plexpod, a midwestern coworking property developer and operator. He received a Bachelor of Arts degree in Economics
with honors from Tulane University, where he was also named Phi Beta Kappa and a Masters of Business Administration from the A.
B. Freeman Graduate Business School at Tulane University.
Paul
Rapisarda has served as Chief Financial Officer at Lionheart Capital since 2019 and Out of
the Box Ventures since 2019. Mr. Rapisarda is an experienced public company C-suite executive and investment banking professional
with more than 25 years working in and for a variety of public and private companies. Prior to joining Lionheart Capital in June
2019 he served as Chief Financial Officer at Etrion Corp. (TSX:ETX), a dual-listed (Canada/Sweden) solar energy development company
from October 2015 to December 2017. In addition, Mr. Rapisarda founded Garrison Capital Advisors LLC, in 2014, a financial advisory
and consulting services company of which he is the Managing Member. From 2008 to 2014, he worked for another dual-listed company
(Canada/United States), Atlantic Power Corporation (NYSE:AT), most recently serving as Executive Vice President-Commercial Development.
Prior to Atlantic Power, Mr. Rapisarda worked for over 20 years in investment banking and private equity for several firms, including
Compass Advisers LLP, Schroders, Merrill Lynch and BT Securities. He has also acted as a board member at several emerging growth
companies, primarily in the energy, technology and infrastructure sectors. Mr. Rapisarda has a B.A. from Amherst College and an
M.B.A. from the Harvard Business School. We believe Mr. Rapisarda is well-qualified to serve on our board of directors due to
his public company and investment banking experience.
Each
of Mr. Anderson and Mr. Rapisarda will receive 10,000 founders shares and Mr. Brain will receive 30,000 founders shares.
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:
April 13, 2020
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OPES ACQUISITION CORP.
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By:
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/s/ José Luis Cordova
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Name: José Luis Cordova
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Title: Chief Financial Officer
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