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~~June 2013

Commission File Number: 001-35457

BGS ACQUISITION CORP.

~~Olazbal~~Olazabal 1150

~~CuidadAutonoma~~Ciudad Autonoma de Buenos Aires

Argentina 1428

(Address of Principal Executive Offices)

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 ¨ No x

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A.

~~EXPLANATORY~~IMPORTANT ~~NOTE~~NOTICES

The planned tender offer for the ordinary shares of BGS Acquisition Corp. (the “Company” or “Parent”) to be conducted in connection with the business combination described herein has not yet commenced. Each description contained herein is ~~currently~~not ~~subject~~an offer to buy or the ~~foreign~~solicitation ~~private~~of ~~issuer~~an ~~rules~~offer ~~and,~~to assell ~~such,~~securities. The solicitation and the offer to buy Company isordinary ~~not~~shares ~~required~~will be made pursuant to ~~file~~an ~~Quarterly~~offer ~~Reports~~to onpurchase ~~Form~~and ~~10-Q~~related materials that the Company intends to file with the Securities and Exchange Commission (the “SEC”). ~~However,~~ ~~pursuant~~At tothe time the ~~requirements~~offer ofis commenced, the ~~NASDAQ~~Company ~~Capital~~will ~~Market~~file ~~and~~a ~~certain~~tender ~~contractual~~offer ~~obligations,~~statement ~~the~~on ~~Company~~Schedule isTO ~~furnishing~~and toother offer documents with the SEC,. ~~under~~The ~~cover~~business ofcombination ~~this~~tender ~~Form~~offer ~~6-K~~documents (including an offer to purchase, ~~the~~a ~~unaudited~~related ~~financial~~letter ~~statements~~of transmittal and ~~certain~~ other offer documents) will contain important information that ~~would~~should ~~have~~be ~~been~~read ~~included~~carefully byand considered before any decision is made with respect to such tender offer. These materials will be sent free of charge to all security holders of the Company inwhen aavailable. ~~Form~~In ~~10-Q~~addition, ~~for~~all ~~the~~of ~~three~~these materials (and ~~six~~all ~~months~~other ~~ended~~materials ~~January~~filed ~~31,~~by ~~2013,~~the ~~and~~Company ~~for~~with the ~~period~~SEC) will be available at no charge from ~~August~~the 9,SEC ~~2011~~through ~~(date~~its website at www.sec.gov. Security holders of ~~incorporation)~~the Company are urged to ~~January~~read ~~31,~~the ~~2013,~~business ~~had~~combination ittender ~~been~~offer ~~required~~documents and the other relevant materials when they become available before making any investment decision with respect to ~~file~~the abusiness ~~report~~combination ontender ~~Form~~offer ~~10-Q~~because ~~for~~they ~~that~~will ~~period~~contain important information about the business combination tender offer, the acquisition described herein and the parties to the acquisition.

~~Financial~~This ~~Statements~~Report of Foreign Private Issuer including the exhibits contained herein, contains forward-looking statements that involve substantial risks and uncertainties. Other than statements of historical facts, all statements included in this report regarding Black Diamond Holdings, LLC’s (“Black Diamond”) or any of Black Diamond’s subsidiaries’ or portfolio companies’ (together with Black Diamond, the “acquisition parties”) strategy, future operations, future financial position, prospects, plans and objectives of management, as well as statements, other than statements of historical facts, regarding Black Diamond’s industry, are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The Company and Black Diamond may not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements, and investors should not place undue reliance on the forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements made by the acquisition parties. Important factors that could cause actual results or events to differ materially from the forward-looking statements, include among others: continued compliance with government regulations; changing legislation or regulatory environments; requirements or changes affecting the businesses in which Black Diamond is engaged; industry trends, including factors affecting supply and demand; labor and personnel relations; credit risks affecting Black Diamond’s revenue and profitability; Black Diamond’s ability to effectively manage its growth, including implementing effective controls and procedures and attracting and retaining key management and personnel; changing interpretations of generally accepted accounting principles; and general economic conditions. Further, the forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, collaborations or investments made by the Company or Black Diamond. Neither the Company nor Black Diamond assumes any obligation to update any forward-looking statements.

~~Unaudited financial statements for the three and six months ended January 31, 2013 and for the period from August 9, 2011 (date of incorporation) to January 31, 2013 are included as Exhibit 99.~~-1 ~~to this Report of Foreign Private Issuer on Form 6~~-K.

~~Management’s~~Entry ~~Discussion~~Into ~~and~~a ~~Analysis~~Material ofDefinitive ~~Financial Condition and Results of Operations~~Agreement

~~Forward~~On June 26, 2013, BGS Acquisition Corp., a British Virgin Islands business company with limited liability (“Parent,” or the “Company”), BGS Acquisition Subsidiary, Inc., a Delaware corporation and a wholly-~~Looking~~owned ~~Statements~~subsidiary of Parent (“Purchaser”), Black Diamond Holdings LLC, a Colorado limited liability company (“Black Diamond” or “Target”), all of the Class A members of Black Diamond (the “Class A Members”), certain Preferred Members of Black Diamond (“Preferred Members” and together with the Class A Members, the “Members”) and Black Diamond Financial Group, LLC, a Delaware limited liability company and the manager of Black Diamond (the “Manager”), entered into a Merger and Share Exchange Agreement (the “Agreement”).

~~This~~Black ~~report~~Diamond onacquires ~~Form~~controlling ~~6-K~~interests ~~contains~~in ~~forward-looking~~and ~~statements~~actively ~~within~~manages ~~the~~small ~~meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”),~~ and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The words “believe,”“expect,”“anticipate,”“project,”“target,”“optimistic,”“intend,”“aim,”“will” or similar expressions are intended to identify forwarddevelopment-~~looking~~stage ~~statements~~companies. ~~Such~~Black ~~statements~~Diamond include, among others, those concerning our expected financial performance and strategic and operational plans, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. These statements are based on the beliefs of, as well as assumptions made by, our management and information currently ~~available~~owns ~~to us~~ and ~~reflect~~manages ~~our~~certain ~~current~~businesses view concerning future events. As such, they are subject to risks and uncertainties that could cause our results to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, among many others: our status as aits development stage company; the reduction of the proceeds held in the trust account due to third party claims; our selection of a prospective target business or asset; our issuance of our capital shares or incurrence of debt to complete a business combination; our ability to consummate an attractive business combination due to our limited resources and the significant competition for business combination opportunities; conflicts of interest of our officers and directors; potential current or future affiliations of our officers and directors with competing businesses; our ability to obtain additional financing if necessary; our initial shareholders’subsidiaries, ~~officers’~~ and ~~directors’~~holds ~~ability~~minority tointerests ~~control or influence the outcome of matters requiring shareholder approval due to their substantial interest~~ in ~~us;~~several ~~delisting~~portfolio of our securities from the NASDAQ Capital Market or an inability to have our securities listed on the NASDAQ Capital Market following a business combination; the adverse effect the outstanding warrants may have on the market price of our ordinary shares; the adverse effect on the market price of our ordinary shares due to the existence of registration rights with respect to the securities owned by our initial shareholder, officers and directors; the lack of a market for our securities; our being deemed an investment company; our dependence on our key personnel; our dependence on a single company after our business combination; environmental, permitting and other regulatory risks; foreign currency fluctuations and overall political risk in foreign jurisdictions; our operating and capital expenditures; our competitive position; expected results of operations and/or financial position; any of the factors in the “Risk Factors” section of our Annual Report on Form 20-F; other risks identified in this Report and any statements of assumptions underlying any of the foregoingcompanies. ~~You should also carefully review other reports that we file with the SEC. We assume no obligation, and do not intend, to update these forward-looking statements, except as required by law.~~

~~Overview~~Black Diamond’s subsidiaries and portfolio companies are engaged in the following lines of business:

We· ~~are~~The aexploration ~~blank check British Virgin Islands business company with limited liability formed for the purpose of acquiring, engaging in a share exchange, share reconstruction~~ and ~~amalgamation,~~development ~~contractual control arrangement with, purchasing all or substantially all~~ of ~~the~~gold ~~assets~~mineral ~~of,~~properties ~~or engaging~~ in ~~any~~Montana other similar business combination with one or more operating businesses or assets that we have to identify. We have not identified any acquisition target but have focused on acquiring operating businesses that have their primary operations located in any of (a)Eastern ~~the~~Resources 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 marketInc. ~~The~~ ~~NASDAQ~~through ~~Capital~~Elkhorn ~~Market~~Goldfields rules require that our initial business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the sum of the balance in the trust account (less any deferred corporate finance fees and taxes payable on interest earnedLLC) ~~at the time of our signing a definitive agreement in connection with our initial business combination.~~;

2· The automated genotyping testing services for pharmaceutical and medical researchers (Transnetyx Holdings Corp.);

We· intend to use cash in the trust account from the proceeds of our initial public offering (“Public Offering”) and private placements of warrants (described below), our authorized shares,incurred debt, or a combination of cash, shares and debt, in effecting our initial business combination. However, the ultimate consideration we pay to complete a business combination depends upon the requirements of the target business or asset, and the amount of funds available to us from the trust account following any payments to holders redeeming their ordinary shares. The ~~target’s~~development ~~preference in receiving consideration in the form~~ of ~~cash, stock or a blend of cash and stock may be driven by~~ the ~~target’s~~proprietary ~~desire~~Charfuel® ~~for~~Coal ~~working~~Refining ~~capital,~~Process ~~cash in-hand or control of the post-transaction entity. To the extent the value of the target business or asset exceeds the value of the funds held in our trust account, it is likely~~ that weuses ~~would~~only ~~issue~~raw ~~additional~~coal ~~authorized shares, incur debt, or a combination of cash, shares~~ and ~~debt~~air to ~~complete~~produce ~~such~~gasoline business combination. We cannot assure you whether or not we may issue shares of our capital stock or debt securities to complete a business combination because we have not identified a target business or asset, do not know what industry such ultimate target will be operating in and doother ~~not~~products ~~know~~associated ~~the~~with ~~amount~~oil ofrefining ~~funds~~(Carbon ~~that~~Fuels ~~will ultimately be available to us to complete our business combination. The issuance of additional shares:~~LLC);

~~● may~~· ~~significantly~~The ~~reduce~~global distribution of enterprise software systems for managing and planning the ~~equity~~physical ~~interest~~assets of ~~investors~~datacenters in(Rackwise ~~our~~Inc. ~~Public~~and ~~Offering~~Rackwise Funding LLC);

~~● may~~· ~~subordinate~~The ~~the~~operation ~~rights~~ of ~~holders~~online ofwine ~~ordinary~~retailer ~~shares~~(RB ifNewco weInc. ~~issue~~dba ~~preferred shares with rights senior to those afforded to the holders of our ordinary shares~~Barclays);

~~● may~~· ~~likely~~The ~~cause~~exploration aand ~~change~~development ~~in control if a substantial number~~ of ~~our~~nickel ~~ordinary~~mineral ~~shares~~properties ~~are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and most likely will also result~~ in ~~the~~Paraguay ~~resignation~~(Sagaciore ~~or removal of our present officers and directors~~LLC); ~~and~~

~~● may~~· ~~adversely~~The ~~affect~~design ~~prevailing~~and ~~market~~production ~~prices~~of ~~for~~out ~~our~~of ~~ordinary~~home ~~shares~~video games and~~/or~~ ~~warrants~~casino gaming products (GlobalVR Inc.);

~~Similarly,~~· ifThe wedevelopment ~~incur~~of ~~substantial~~a ~~debt,~~proprietary itoil ~~could~~& ~~result~~gas ~~in:~~and mineral detection technology (Subterranean Mapping Systems LLC); and

~~● default~~· ~~and~~The ~~foreclosure~~development onof ~~our assets if our operating cash flow after~~ a ~~business~~proprietary ~~combination~~volatility ismodel ~~insufficient~~for tostock ~~pay~~options ~~our~~trading ~~debt~~(Quant ~~obligations;~~Strategies LLC).

● acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payments when due if the debt security contains covenants that require the maintenance of certain financial ratios or reserves and any such covenant is breached without a waiver or renegotiation of that covenant;-2-

~~● our~~Acquisition ~~immediate payment~~ of ~~all principal and accrued interest, if any, if the debt security is payable on demand;~~Target

~~● covenants~~Upon ~~that~~the ~~limit~~closing ~~our~~of ~~ability~~the transactions contemplated in the Agreement (the “Closing”), the Class A Members will transfer all of the Class A units of Black Diamond (the “Class A Units”) to ~~acquire~~the ~~capital~~Purchaser ~~assets~~in orexchange ~~make~~for ~~additional~~40,000,000 ~~acquisitions;~~shares of common stock of Purchaser (“Purchaser Common Stock”) and, assuming all of Preferred Members are exchanging all of the preferred units of Black Diamond (the “Preferred Units”), then such Preferred Members will transfer such Preferred Units to the Purchaser in exchange for (1) 25,700 bonds convertible into 2,570,000 shares of Purchaser Common Stock and (2) 2,570,000 warrants entitling the holders thereof to purchase 2,570,000 shares of Purchaser Common Stock for $11.00 per share (the “Acquisition”).

~~● our~~Redomestication ~~inability to obtain additional financing, if necessary, if the debt security contains covenants restricting our ability to obtain additional financing while such security is outstanding;~~Merger

~~● our~~Immediately ~~inability~~prior to ~~pay~~the ~~dividends~~Acquisition, onParent ~~our~~will ~~ordinary~~be ~~shares;~~merged with and into Purchaser, the separate corporate existence of Parent will cease and Purchaser will continue as the surviving corporation (the “Redomestication Merger”). In connection with the Redomestication Merger, Parent’s issued and outstanding capital stock will be converted as follows:

~~● using~~· aEach ~~substantial~~ordinary ~~portion~~share of ~~our~~Parent ~~cash~~(“Parent ~~flow~~Ordinary toShare”) ~~pay principal and interest on our debt, which~~ will ~~reduce~~be ~~the~~converted ~~funds~~automatically ~~available~~into ~~for~~one ~~dividends~~share onof ~~our~~Purchaser ~~ordinary~~Common ~~shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes~~Stock;

3· Each warrant to purchase one ordinary share of Parent (“Parent Warrant”) will be converted into one substantially equivalent warrant (“Purchaser Warrant”) to purchase one share of Purchaser Common Stock for a purchase price of $11.00 per share;

~~● limitations~~· onThe ~~our~~1,333,333 ~~flexibility~~Parent inOrdinary ~~planning~~Shares ~~for~~that ~~and~~are ~~reacting~~subject to ~~changes~~vesting inbased ~~our~~on ~~business~~certain Parent Ordinary Share closing price hurdles will be cancelled and inconverted ~~the~~automatically ~~industry~~into in666,667 shares of Purchaser Common Stock, 166,667 of which wewill ~~operate~~have a vesting hurdle of $12.00 per share, 166,667 of which will have a vesting hurdle of $13.50 per share, 166,667 of which will have a vesting hurdle of $15.00 per share, and 166,666 of which will have a vesting hurdle of $17.00 per share;

~~● increased~~· ~~vulnerability~~At toPurchaser’s ~~adverse~~sole ~~changes~~option, ineach ~~general~~of ~~economic~~the Parent Warrants owned by the sponsor or the underwriter of Parent’s initial public offering (the “Parent Sponsor/Underwriter Warrants”) will be either (i) repurchased at a purchase price of $0.50 per Parent Sponsor/Underwriter Warrant, ~~industry~~or ~~and~~(ii) ~~competitive~~converted ~~conditions~~into one-twentieth (1/20) of a share of Purchaser Common Stock, one-half (1/2) of which will have a vesting hurdle of $12.00 per share and ~~adverse~~one-half ~~changes~~(1/2) inof ~~government~~which ~~regulation~~will have a vesting hurdle of $13.50 per share; and

~~● limitations~~· onEach ~~our~~unit ~~ability~~purchase tooption ~~borrow~~of ~~additional~~Parent ~~amounts~~will ~~for~~be ~~expenses,~~converted ~~capital~~into ~~expenditures,~~one ~~acquisitions,~~substantially ~~debt~~equivalent ~~service~~unit ~~requirements,~~purchase ~~execution~~option of ~~our strategy and other purposes and other disadvantages compared to our competitors who have less debt~~Purchaser.

ToWarrantholder the extent we have funds remaining in our trust account following the consummation of a business combination, those funds may be used for any purpose agreed to between us and the target business based upon the needs of the post transaction entity, including but not limited to, working capital, debt repayment or employee compensation.Approval

~~Results~~Prior to the consummation of ~~Operations~~the transactions contemplated by the Agreement, the holders of warrants to purchase ordinary shares of Parent must approve an amendment to such warrants in order to permit them to become exercisable for Purchaser Common Stock at a purchase price of $11.00 (the “Warrantholder Approval”).

Through January 31, 2013 (and the date of this filing), our efforts have been limited to organizational activities, activities relating to our Public Offering, activities relating to identifying and evaluating prospective acquisition candidates and activities relating to general corporate matters. We have not generated any revenues to date and will not generate any revenues until after we consummate our initial business combination, at the earliest. We may generate non-operating income in the form of interest income on cash and cash equivalents. As of January 31, 2013, $40,600,016 was held in the trust account (including $800,000 of the deferred corporate finance fee to be paid to the underwriters of our Public Offering in the event of an initial business combination and $2,450,000 from the sale of the insider warrants) and we had cash outside of the trust account of $26,623. All of the interest income on the balance of the trust account (net of taxes payable) may be available to us to fund our working capital requirements but given the current interest rates, it is doubtful that we will earn a significant amount of interest. The current low interest rate environment may make it more difficult for such investments to generate sufficient funds, together with the amounts available outside the trust account, to locate, conduct due diligence, structure, negotiate and close our business combination. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. Our chairman, Julio Gutierrez, has agreed to loan us up to an aggregate of $500,000 (or a higher amount at his discretion) to fund our working capital needs prior to our initial business combination, $90,325 of which has been loaned to us as of January 31, 2013. In the event our initial business combination does not close, we may use a portion of the offering proceeds held outside the trust account, if any, to repay such loaned amounts, but no proceeds from our trust account would be used for such repayment. In the event our initial business combination is consummated, Mr. Gutierrez, at his option, may convert the loans into warrants of the post business combination entity at $0.75 per warrant. 3-

~~For~~Representations the three months ended January 31, 2013, we had a net loss of $54,208, attributable to operating expenses. For the six months ended January 31, 2013, the Company had a net loss of $130,534, attributable to operating expenses. For the period from August 9, 2011 (date of incorporation) through January 31, 2013, the Company had a net loss of $311,703, attributable to formation and ~~operating costs expenses offset by interest income from trust fund investments.~~Warranties

~~Liquidity~~In the Agreement, Target, the Class A Members and ~~Capital~~the ~~Resources~~Manager (collectively, the “Representing Parties”) make certain representations and warranties (with certain exceptions set forth in the disclosure schedule to the Agreement) relating to, among other things: (a) proper corporate organization of Target and its subsidiaries and portfolio companies and similar corporate matters; (b) authorization, execution, delivery and enforceability of the Agreement and other transaction documents; (c) absence of conflicts; (d) capital structure and title to units; (e) accuracy of charter documents and corporate records; (f) related-party transactions; (g) required consents and approvals; (h) financial information; (i) absence of certain changes or events; (j) title to assets and properties; (k) material contracts; (l) insurance; (m) licenses and permits; (n) compliance with laws, including those relating to foreign corrupt practices and money laundering; (o) ownership of intellectual property; (p) absence of warranty claims; (q) employment and labor matters; (r) taxes and audits; (s) environmental matters; (t) brokers and finders; (u) investment representations and transfer restrictions; (v) that Target is not an investment company; and (w) other customary representations and warranties.

OnIn ~~March 26, 2012, we consummated~~ the ~~Public Offering of 4~~Agreement,~~000,000~~ ~~units~~Parent atmakes acertain ~~price~~representations ofand ~~$10.00~~warranties ~~per~~relating ~~unit. Simultaneously with the consummation of our Public Offering~~to, weamong ~~consummated~~other ~~the~~things: ~~sale of 3,000,000 warrants~~ (~~“Insider Warrants”~~a) toproper ~~certain~~corporate ~~investors~~organization ~~(including~~and ~~certain~~similar ofcorporate ~~our~~matters; ~~officers and directors~~(b) atauthorization, ~~a price of $0.75 per warrant or $2~~execution,~~250,000~~ indelivery ~~the aggregate~~ and ~~266,667~~enforceability ~~warrants (“Underwriter Warrants”) to the underwriters~~ of the ~~Public~~Agreement ~~Offering,~~and atother atransaction ~~price~~documents; of(c) ~~$0.75 per warrant or $200~~non-contravention,~~000. We~~ ~~received~~(d) ~~net~~finders’ ~~proceeds~~fees; ~~from~~(e) ~~our~~capital ~~Public~~structure; ~~Offering~~(f) ~~and~~validity ~~the sale~~ of ~~the~~share ~~Insider~~issuance; ~~Warrants~~(g) ~~and~~trust ~~Underwriter~~fund ~~Warrants~~amount; ofand ~~$40,600,000,~~(g) ~~net~~validity of ~~the~~Nasdaq ~~non-deferred~~SmallCap ~~portion~~Market oflisting; ~~the corporate finance fee of $1.2 million~~ and ~~offering~~(h) ~~costs~~SEC ~~and~~filing ~~other expenses of approximately $450,000~~requirements.

4Conduct Prior to Closing; Covenants

AsThe ofRepresenting ~~January~~Parties ~~31,~~have ~~2013,~~agreed weto ~~had~~cause ~~$26~~Target,~~623~~ inand ato ~~bank~~use ~~account~~their ~~available~~best ~~for~~efforts ~~use~~to bycause ~~management~~Target’s tosubsidiaries ~~cover~~and ~~the~~portfolio ~~costs~~companies, ~~associated~~to ~~with~~operate ~~identifying~~the abusiness ~~target~~in ~~business~~the ~~and~~ordinary ~~negotiating~~course, anconsistent ~~acquisition~~with orpast ~~merger~~practices, inprior ~~addition~~ to the upClosing to(with ~~$500,000~~certain inexceptions) ~~loans~~and ~~available~~not ~~from~~to ~~Julio~~take ~~Gutierrez,~~certain ~~our~~specified ~~chairman,~~actions ~~$90,325~~without ofthe ~~which~~prior ~~has~~written ~~been~~consent ~~loaned to us as~~ of ~~January 31, 2013~~Parent.

~~Our~~The ~~Public~~Agreement ~~Offering~~also ~~and~~contains ~~private~~covenants ~~placements~~ of ~~warrants to our initial investors and underwriters provided us with $200,000 of working capital after transferring $40,600,000 into~~ the ~~trust~~Representing ~~account.~~Parties ~~For~~providing ~~the period from August 9, 2011 (date of incorporation) to January 31, 2013 we used cash of $279,086 in operating activities and an amount of $40,905,725 was provided by financing activities.~~for:

We· ~~intend~~Target toand ~~use~~its ~~substantially~~subsidiaries ~~all~~and ofportfolio ~~the~~companies ~~funds~~to ~~held~~provide inaccess ~~the trust account (net of taxes)~~ to ~~consummate~~their ~~our~~books ~~initial~~and ~~business~~records ~~combination.~~and Toproviding ~~the~~information ~~extent~~relating ~~our capital stock or debt is used, in whole or in part, as consideration~~ to ~~consummate~~Target’s ~~our initial~~ business ~~combination, the remaining proceeds held in the trust account will be used as working capital~~ to ~~finance the operations of the target business or businesses~~Purchaser, ~~make~~its ~~other~~counsel ~~acquisitions~~ and ~~pursue~~other ~~our growth strategies.~~representatives;

We· ~~believe~~except ~~that~~as ~~the~~otherwise ~~$26,623~~provided ~~held~~for ~~outside~~in the ~~trust~~Agreement, ~~account~~each as of ~~January~~the ~~31,~~Representing ~~2013~~Parties ~~along~~not ~~with the up~~ to ~~$500~~,~~000~~ ~~required~~directly toor beindirectly, ~~loaned to us by Julio Gutierrez ($90~~solicit,~~325~~ ofinitiate ~~which~~or ~~has~~participate ~~been~~in ~~loaned~~discussions toor usnegotiations ~~as of January 31~~with, ~~2013) and~~or ~~the~~provide upany information to ~~100%~~or ofcooperate ~~the interest earned on the proceeds placed~~ in ~~the~~any ~~trust~~manner ~~account~~with ~~will~~any beperson, ~~sufficient to cover our day-to-day operating expenses (~~other than ~~expenses~~Purchaser, ~~relating~~concerning to the ~~consummation~~sale of ~~our~~all ~~business~~or combination) until September 26, 2013. Such loans from Mr. Gutierrez will not have a claim against the trust account and will not reduce the per-share redemption price to below $10.15. Such loans will not provide any ~~recourse~~part ~~against the trust account nor pay any interest prior to the consummation~~ of ~~the~~Target’s business ~~combination and be no more favorable than could be obtained by a third party. Mr. Gutierrez may~~, atany ~~his option, convert such loans into warrants~~ of ~~the~~Target’s ~~post~~assets, ~~business~~Target’s ~~combination~~units ~~entity~~or atany acapital ~~price~~stock, ofmembership ~~$0.75~~interests ~~per warrant and would be identical to the insider warrants. The holders of a majority of such warrants (~~or ~~underlying~~other ~~shares) will be entitled to demand that we register these~~ securities ~~pursuant to an agreement to be entered into at the time~~ of ~~the~~Target ~~loan.~~or ~~The~~its ~~holders~~subsidiaries ofor aconsummate ~~majority~~any ofsuch ~~these~~transaction ~~securities~~or ~~would~~accept ~~have~~any ~~certain~~offer ~~“piggy-back”~~or ~~registration~~agree ~~rights with respect~~ to ~~registration~~engage ~~statements~~in ~~filed subsequent to such date. We will bear the expense incurred with the filing of~~ any such ~~registration statements.~~transaction;

~~Related~~· ~~Party~~Target ~~Transactions~~to deliver monthly, quarterly and annual summaries of its earnings and an unaudited balance sheet for the period from March 31, 2013 through the end of such month, quarter or year and the applicable comparative period in the preceding year;

~~Commencing~~· onthe ~~March~~Manager ~~26,~~to ~~2012~~ensure that, weon ~~entered~~or ~~into~~prior anto ~~agreement~~closing, ~~with~~certain ~~BGS~~key ~~Group~~personnel ~~SA,~~enter aninto ~~affiliate~~confidentiality ofand ~~Mr.~~non-solicitation ~~Gutierrez~~agreements, toand ~~provide~~that atTarget ~~no cost office space, secretarial,~~ and ~~administrative~~the ~~services.~~Manager ~~This~~will ~~agreement~~use ~~will~~their ~~expire~~best ~~upon~~efforts ~~the~~to ~~earlier~~enter ~~of:~~into ~~(a)~~labor ~~the~~agreements ~~successful~~with ~~completion~~each of ~~the~~its ~~initial~~employees ~~business~~to ~~combination or (b)~~ the ~~date~~extent onrequired ~~which~~by weapplicable ~~are dissolved and liquidated.~~law;

Mr. Gutierrez, our chairman, has agreed to be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement reduce the amounts in the trust account to below $10.15 per share, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters against certain liabilities, including liabilities under the Securities Act. In the event an executed waiver is deemed to be unenforceable against a third party, Mr. Gutierrez will not be responsible to the extent of any liability for such third party claims.-4-

In· ~~addition,~~except inas ~~the~~otherwise ~~event~~provided wefor ~~are~~in ~~forced~~the toAgreement, ~~liquidate~~the ~~pursuant~~Members toand ~~our~~Target ~~memorandum~~to ~~and~~terminate ~~articles~~all ofloans ~~association~~ and doguarantees ~~not~~by ~~have~~Target ~~sufficient~~for ~~funds~~the ~~from~~benefit ~~our remaining assets outside~~ of ~~the~~each ~~trust account (which may include up to 100%~~ of the ~~interest~~Members, ~~earned~~Target’s onand ~~the~~its ~~proceeds~~subsidiaries’ ~~placed~~officers, inand ~~trust)~~directors, ~~Mr.~~and ~~Gutierrez~~any ~~has~~of ~~agreed~~their torespective ~~advance~~affiliates, usprior ~~the funds necessary~~ to ~~pay any and all costs involved or associated with~~ the ~~process~~closing ofdate ~~liquidation and the return~~ of the ~~funds~~Acquisition; ~~in the trust account to our public shareholders~~ and ~~has agreed not to seek repayment for such expenses.~~

~~Recent~~· ~~Accounting~~Target ~~Pronouncements~~to deliver to Parent and Purchaser, within 60 days of the execution of the Agreement, the audited consolidated financial statements of Target and its subsidiaries for the fiscal year ended December 31, 2012 and interim consolidated financial statements of the Company and its subsidiaries for the three month interim period ended March 31, 2013.

WeConditions doto ~~not believe that the adoption of any recently issued accounting standards will have a material impact on our financial position and results of operations.~~Closing

~~Quantitative~~General ~~and Qualitative Disclosures about Market Risk~~Conditions

~~The~~Consummation ~~funds~~of ~~held~~the inAgreement ~~our~~and ~~trust~~the ~~account~~acquisition ~~may~~is beconditioned ~~invested~~on ~~only~~(a) inthe ~~U.S.~~absence ~~government~~of ~~treasury~~any ~~bills~~order, ~~with~~stay, ajudgment ~~maturity~~or ofdecree ~~180~~by ~~days~~any government agency or ~~less~~any pending or inthreatened ~~money~~litigation ~~market~~seeking ~~funds~~to ~~meeting~~enjoin, ~~certain~~modify, ~~conditions~~amend ~~under~~or ~~Rule~~prohibit ~~2a-7~~the ~~promulgated~~Acquisition; ~~under~~(b) the ~~Investment~~SEC ~~Company~~declaring ~~Act~~the Registration Statement effective and ~~that~~(c) ~~invest~~delivery ~~solely~~of inall ~~U.S.~~transaction ~~Treasuries~~documents by each of the parties.

5Representing Parties’ Conditions to Closing

~~PART~~The ~~II.~~obligations ~~OTHER~~of ~~INFORMATION~~the Representing Parties to consummate the transactions contemplated by the Agreement, in addition to the conditions described above, are conditioned upon (i) Parent and Purchaser complying with all of their respective obligations required to be performed by them pursuant to the required covenants in the Agreement, (ii) the representations and warranties of Parent being true on and as of the closing date of the Acquisition and (iii) execution of a registration rights agreement by Purchaser to register all unregistered securities issued in connection with the Acquisition.

~~LEGAL~~Parent’s ~~PROCEEDINGS~~and Purchaser’s Conditions to Closing

~~None~~The obligations of Parent and Purchaser to consummate the transactions contemplated by the Agreement, in addition to the conditions described above in the first paragraph of this section, are conditioned upon each of the following, among other things:

~~RISK~~· ~~FACTORS~~the representations and warranties of the Representing Parties being true on and as of the closing date of the acquisition and each of the Representing Parties complying with all required covenants in the Agreement;

~~Factors~~· ~~that~~there ~~could~~having ~~cause~~been ~~our~~no ~~actual~~material ~~results~~adverse effect to ~~differ~~Target’s ~~materially from those in this report are any of the risks described in our Annual Report on Form 20-F dated December 14~~business, ~~2012~~regardless ~~filed with the SEC. Any~~ of ~~these~~whether ~~factors~~it ~~could~~involved ~~result in~~ a ~~significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently~~ known ~~to us or that we currently deem immaterial may also impair our business or results of operations.~~risk;

As· ofPurchaser ~~the~~being ~~date~~satisfied ofwith ~~this Report, there have been no material changes to~~ the ~~risk~~results ~~factors~~of ~~disclosed~~its inreview ~~our~~of ~~Annual~~Target’s ~~Report on Form 20-F dated December 14~~business, ~~2012~~units ~~filed~~and ~~with~~that ~~the~~of ~~SEC,~~its ~~except~~subsidiaries weand ~~may~~portfolio ~~disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC~~companies.

~~UNREGISTERED~~· ~~SALES~~receipt OFby ~~EQUITY~~Purchaser ~~SECURITIES~~of ~~AND~~certain ~~USE~~third OFparty ~~PROCEEDS~~consents, and outstanding permits;

~~None~~-5-

~~DEFAULTS~~· ~~UPON~~receipt ~~SENIOR~~by ~~SECURITIES~~Purchaser of a general release of all claims by the Class A Members against Target and its subsidiaries and portfolio companies and their officers, directors, employees and affiliates;

~~None~~· Purchaser receiving a legal opinion from Target’s counsel;

~~OTHER~~· ~~INFORMATION~~Parent and Purchaser having received final disclosure schedules to the Agreement; and

~~None~~· the holders of warrants to purchase ordinary shares of Parent shall have approved an amendment to their warrants as discussed in more detail under the section entitled “Warrantholder Approval.”

~~EXHIBITS~~Termination

~~99.1~~The ~~Financial~~Agreement ~~Statements~~may ~~for~~be ~~the~~terminated ~~three~~ and/or ~~six~~abandoned ~~month~~at ~~periods~~any ~~ended~~time ~~January~~prior ~~31,~~to ~~2013~~the ~~and~~closing, ~~for~~whether ~~the~~before ~~period~~or ~~from~~after ~~August~~approval 9,of ~~2011~~the ~~(date~~proposals ofbeing ~~incorporation)~~presented to ~~January~~Parent’s 31shareholders, ~~2013~~by:

6· Either Purchaser or Target if the closing has not occurred by September 26, 2013;

~~SIGNATURES~~· Purchaser, if Target or any Member has materially breached any representation, warranty, agreement or covenant contained in the Agreement and such breach has not been cured within fifteen days following the receipt by Target or any Member, as applicable, of Purchaser’s written notice to terminate the Agreement; or

~~Pursuant~~· toTarget, ~~the~~if ~~requirements~~Purchaser ofhas ~~the~~materially ~~Securities~~breached ~~Exchange~~any ~~Act~~representation, ~~of 1934~~warranty, ~~the~~agreement ~~registrant~~or ~~has~~covenant ~~duly~~contained ~~caused~~in ~~this~~the ~~report~~Agreement onand ~~Form~~such ~~6-K~~breach tohas benot ~~signed~~been oncured ~~its~~within ~~behalf~~fifteen days following the receipt by the ~~undersigned,~~Purchaser ~~hereunto~~of ~~duly~~Target’s ~~authorized~~written notice to terminate the Agreement.

~~BGS ACQUISITION CORP. By: /s/ Cesar Baez Cesar Baez Chief Executive Officer~~Indemnification

~~March~~Until 7the third anniversary of the date of the Agreement, ~~2013~~the Representing Parties have agreed, jointly and severally, to indemnify the Purchaser and its affiliates from any damages arising from (a) any breach of any representation, warranty or covenant made by the Representing Parties, (b) any actions by any third parties with respect to Target’s business for any period on or prior to the closing date, (c) the violation of any laws in connection with or with respect to the operation of the business on or prior to the closing date, (d) any claims by any employee of Target or any of its subsidiaries or portfolio companies, (e) any taxes attributable to the period prior to closing or (f) any sales, use, transfer or similar tax imposed on Purchaser or its affiliates as a result of the transactions contemplated by the Agreement. The indemnification obligations of the Representing Parties are capped at the amount of cash held by Purchaser immediately following the effectiveness of the Redomestication Merger.

7Until the third anniversary of the date of the Agreement, Parent and Purchaser have agreed to indemnify the Representing Parties and their affiliates from any damages arising from any breach of any representation, warranty or covenant made by Parent or Purchaser. Subject to an increase based on the total exercise price of Purchaser Warrants exercised after the closing, the indemnification obligations of Parent and Purchaser are capped at the amount of cash held by Purchase immediately following the effectiveness of the Redomestication Merger.

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Item 8.01. Other Events

On June 27, 2013, the Company issued a press release announcing its entry into the Agreement. The press release is attached as Exhibit 99.1

Item 9.01. Financial Statements and Exhibits

(c)	Exhibits:

	Exhibit No.	Description

	99.1	Press Release dated June 27, 2013.

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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: June 28, 2013	BGS ACQUISITION CORP.

	By:	/s/ Cesar Baez
		Name: Cesar Baez Title: Chief Executive Officer

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