0001213900-12-002780.txt : 20120517 0001213900-12-002780.hdr.sgml : 20120517 20120517163213 ACCESSION NUMBER: 0001213900-12-002780 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120517 FILED AS OF DATE: 20120517 DATE AS OF CHANGE: 20120517 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BGS Acquisition Corp. CENTRAL INDEX KEY: 0001532700 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35457 FILM NUMBER: 12852355 BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET, 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-823-0281 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET, 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 6-K 1 f6k0512_bgs.htm f6k0512_bgs.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

FORM 6-K
 
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO SECTION 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
For the month of May, 2012

Commission File Number:  001-35457
 
BGS ACQUISITION CORP.
Olazbal 1150
Cuidad Autonoma de Buenos Aires
Argentina 1428
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F  x                                     Form 40-F  o
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):   o
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):   o
 
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.      Yes o No  x
 
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):   N/A.
 
 
 
 

Separate Trading of Ordinary Shares and Warrants
 
On May 17, 2012, BGS Acquisition Corp. (the “Company”), a newly-organized blank check company  incorporated as a British Virgin Islands business company with limited liability, announced that The PrinceRidge Group LLC (“PrinceRidge”), the representative of the underwriters of its initial public offering of units, which was consummated on March 26, 2012, has notified the Company that commencing May 18, 2012, the holders of the Company’s units may elect to separately trade the ordinary shares and warrants underlying such units.  Those units not separated will continue to trade on the Nasdaq Capital Market under the symbol “BGSCU” and each of the underlying ordinary shares and warrants will trade under the symbols “BGSC” and “BGSCW”, respectively.  Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into ordinary shares and warrants.

As a result of PrinceRidge electing to not exercise the over-allotment option in connection with the Company’s initial public offering, the Company’s initial shareholder forfeited 200,000 ordinary shares of the Company and as a result, there are 5,333,333 ordinary shares of the Company issued and outstanding as of the date of this filing.
 
A copy of the Press Release issued by the Company announcing the separate trading of the securities underlying the units is attached hereto as Exhibit 99.1.
 
Exhibit Number
  
Description
99.1
  
Press Release dated May 17, 2012
 
 
 
 

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: May 17, 2012
 
 
BGS ACQUISITION CORP.
  
     
 
By:
/s/ Cesar Baez
  
   
Name: Cesar Baez
  
   
Title:  Chief Executive Officer
  

 
EX-99.1 2 f6k0512ex99i_bgs.htm PRESS RELEASE DATED MAY 17, 2012 f6k0512ex99i_bgs.htm
BGS ACQUISITION CORP. ORDINARY SHARES AND WARRANTS TO
COMMENCE TRADING SEPARATELY ON MAY 18, 2012
 
NEW YORK, NEW YORK, May 17, 2012 – BGS Acquisition Corp. (NASDAQ:BGSCU) (the “Company”), announced today that The PrinceRidge Group LLC, the representative of the underwriters of its initial public offering of units, which was consummated on March 26, 2012, has notified the Company that commencing May 18, 2012, the holders of the Company’s units may elect to separately trade the ordinary shares and warrants underlying the units.  Those units not separated will continue to trade on the Nasdaq Capital Market under the symbol “BGSCU” and each of the ordinary shares and the warrants will trade under the symbols “BGSC” and “BGSCW”, respectively.

The PrinceRidge Group LLC acted as sole book-running manager and representative of the underwriters of the offering.  Mitsubishi UFJ Securities (USA), Inc. acted as Joint Lead Manager, and together with Chardan Capital Markets, LLC acted as co-managers of the offering.
 
A registration statement relating to the units and the underlying securities was declared effective by the Securities and Exchange Commission on March 20, 2012. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state. A copy of the final prospectus relating to the offering can be obtained from the Securities and Exchange Commission at http://www.sec.gov/Archives/edgar/data/1532700/000121390012001239/d29293.htm and can be obtained from The PrinceRidge Group LLC, 1633 Broadway, 28th Floor, New York, NY 10019.

About BGS Acquisition Corp.

BGS Acquisition Corp. is a recently organized blank check company  incorporated as a British Virgin Islands business company with limited liability, formed for the purpose of acquiring or merging with an operating business. The Company intends to focus on acquiring operating businesses that have their primary operations located in any of (a) the MERCOSUR countries (Argentina, Brazil, Paraguay and Uruguay), (b) associate member countries of the MERCOSUR countries (Bolivia, Chile, Colombia, Ecuador and Peru), (c) Latin America generally or (d) the United States in areas principally serving the Hispanic market.

____________________________________
Company Contact:
C A Baez
Chief Executive Officer
(212) 823-0281