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 March, 2012

Commission File Number:  001-35457
 
BGS ACQUISITION CORP.
Olazbal 1150
Cuidad Autonoma de Buenos Aires
Argentina 1428
 
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   ¨
 
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):    ¨
 
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):    ¨
 
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   ¨
 
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):   N/A.
 
 
 
 
Item 8.01             Other Events

On March 26, 2012, BGS Acquisition Corp. (the “Company”) consummated its initial public offering (“IPO”) of 4,000,000 Units (“Units”), each Unit consisting of one ordinary share, no par value per share (“Ordinary Share”), and a Warrant (“Warrants”) to purchase one Ordinary Share, pursuant to the registration statement on Form F-1 (File No. 333-178780) (“Registration Statement”). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $40,000,000.

Simultaneously with the consummation of the IPO, the Company completed a private placement (the “Private Placement”) of an aggregate of 3,266,667 warrants (“Placement Warrants”) to certain initial holders and the lead underwriter of the IPO, generating gross proceeds of $2,450,000.  

The Placement Warrants are substantially similar to the Warrants, except that if held by the original holder or their permitted assigns, they (i) are not subject to being called for redemption and (ii) subject to certain limited exceptions, will be subject to transfer restrictions until 30 days following the consummation of the Company’s initial business combination.  If the Placement Warrants are held by holders other than the initial holders or permitted transferees of the initial holders, the Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Warrants included in the Units sold in the IPO.

A total of $40,600,000 of the net proceeds from the IPO and the Private Placement were placed in a trust account established for the benefit of the Company’s public shareholders.  An audited balance sheet as of March 26, 2012 reflecting receipt of the proceeds from consummation of the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this report on Form 6-K.
 
Exhibit
Number
 
Description
99.1
 
Audited Balance Sheet
 
 
 
 
 
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.
 
 
BGS ACQUISITION CORP.
 
       
Dated:   March 30, 2012
By:
/s/ Cesar Baez  
    Cesar Baez  
    Chief Executive Officer   
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