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: August 2013

Commission File Number: 001-35457

BGS ACQUISITION CORP.

Olazabal 1150

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 ¨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.

IMPORTANT NOTICES

~~The~~Concurrently ~~planned~~with ~~tender offer for~~ the ~~ordinary~~filing ~~shares~~ of this report, BGS Acquisition Corp. (~~the~~ “~~Company~~BGS” or the “~~BGS~~Company”) tois befiling ~~conducted~~proxy insolicitation ~~connection~~materials ~~with~~to ~~the~~(i) ~~business~~amend ~~combination~~and ~~described~~restate ~~herein~~the ~~has~~Company’s ~~not~~memorandum ~~yet~~and ~~commenced.~~articles ~~Each~~of ~~description~~association ~~contained~~(the ~~herein~~“Charter”) ~~is not an offer~~ to ~~buy~~extend or the ~~solicitation~~date ofby anwhich ~~offer to sell securities. The solicitation and~~ the ~~offer to buy~~ Company ~~ordinary~~must ~~shares~~consummate ~~will~~its beinitial ~~made~~business ~~pursuant~~combination tofrom anSeptember ~~offer~~26, 2013 to ~~purchase~~November ~~and~~26, ~~related~~2013 ~~materials that~~ (the ~~Company~~“Extension ~~intends~~Amendment”) toand ~~file~~(ii) ~~with~~amend the ~~Securities~~Investment ~~and~~Management ~~Exchange~~Trust ~~Commission~~Agreement (the “~~SEC~~IMTA”)., Atby ~~the~~and ~~time~~between ~~the~~BGS ~~offer~~and isContinental ~~commenced,~~Stock ~~the~~Transfer ~~Company~~& ~~will~~Trust ~~file~~Company aentered ~~tender~~into ~~offer~~at ~~statement~~the ontime ~~Schedule~~of TOour ~~and~~initial ~~other~~public ~~offer~~offering ~~documents~~(the ~~with~~“IPO”) governing the ~~SEC.~~IPO ~~The~~funds ~~business~~held ~~combination~~in ~~tender~~the ~~offer~~trust ~~documents~~account (~~including~~the an“Trust ~~offer~~Account”) to: ~~purchase,~~ (a) ~~related~~permit ~~letter~~the ofwithdrawal ~~transmittal~~ and ~~other~~distribution ~~offer~~of ~~documents)~~an ~~will~~amount, ~~contain~~not ~~important~~to ~~information~~exceed ~~that~~an ~~should~~aggregate beof ~~read~~$30,599,997 ~~carefully~~(the ~~and~~“Withdrawal ~~considered~~Amount”), ~~before~~from ~~any~~the ~~decision~~Trust isAccount ~~made with respect~~ to ~~such~~those ~~tender~~persons ~~offer.~~holding ~~These~~ordinary ~~materials~~shares ~~will be sent free~~ of ~~charge~~BGS, tono ~~all~~par ~~security~~value ~~holders of~~ (the ~~Company~~“Ordinary ~~when~~Shares”) ~~available.~~comprising Inpart ~~addition, all~~ of ~~these~~the ~~materials~~units ~~(and~~sold ~~all~~in ~~other~~BGS’s ~~materials~~IPO ~~filed by~~ (the ~~Company~~“Public ~~with the SEC~~Shares”) ~~will~~who bewish ~~available~~to atexercise notheir ~~charge~~redemption ~~from~~rights ~~the~~in ~~SEC~~connection ~~through~~with ~~its~~the ~~website~~Extension atAmendment ~~www.sec.gov.~~and ~~Security~~(b) ~~holders~~extend of the ~~Company~~date ~~are~~on ~~urged~~which to ~~read~~liquidate the ~~business~~Trust ~~combination~~Account ~~tender~~in ~~offer~~accordance ~~documents~~with ~~and~~ the ~~other~~IMTA ~~relevant~~Agreement ~~materials when they become available before making any investment decision with respect~~ to ~~the~~November ~~business~~26, ~~combination~~2013 ~~tender offer because they will contain important information about~~ (the ~~business~~“IMTA Amendment” ~~combination tender offer~~and, ~~the~~together ~~acquisition~~with ~~described herein and~~ the ~~parties~~Extension toAmendment, the ~~acquisition~~“Shareholder Proposals”).

~~This~~BGS ~~Report~~also ofintends ~~Foreign~~to ~~Private~~conduct ~~Issuer~~a ~~including~~tender ~~the~~offer ~~exhibits~~for ~~contained~~the ~~herein,~~Ordinary ~~contains~~Shares ~~forward-looking~~to ~~statements~~allow ~~that~~shareholders ~~involve~~the ~~substantial~~opportunity ~~risks~~to ~~and~~redeem ~~uncertainties.~~their ~~Other~~shares ~~than~~if ~~statements~~and ofwhen ~~historical~~the ~~facts,~~Shareholder ~~all~~Proposals ~~statements~~are ~~included~~approved. The insolicitation ~~this~~and ~~report~~the ~~regarding~~offer ~~Black~~to ~~Diamond~~buy ~~Holdings~~the ~~LLC’s~~Ordinary ~~(“Black~~Shares ~~Diamond”),~~will ~~TransnetYX~~be ~~Holding~~made ~~Corp.~~pursuant ~~(“TransnetYX”)~~to ora ~~any~~tender ofoffer ~~their~~statement ~~subsidiaries’~~ (~~collectively,~~ the “~~acquisition~~Tender ~~parties~~Offer”) ~~strategy,~~on ~~future~~Schedule ~~operations,~~TO ~~future financial position, prospects, plans~~ and ~~objectives of management, as well as statements,~~ other ~~than~~offer ~~statements~~documents ofthat ~~historical~~BGS ~~facts,~~will ~~regarding~~file ~~Black~~with ~~Diamond’s~~the orSecurities ~~TransnetYX’s~~and ~~industry,~~Exchange ~~are~~Commission ~~forward-looking~~(the ~~statements. The words~~ “~~anticipate,~~SEC”) ~~“believe,”~~upon ~~“estimate,”~~commencement ~~“expect,”~~of ~~“intend,”~~the ~~“may,”~~Tender ~~“plan,”~~Offer. The ~~“predict,”~~planned ~~“project,”~~Tender ~~“will,”~~Offer ~~“would”~~by ~~and~~BGS ~~similar~~described ~~expressions~~in ~~are~~this ~~intended~~Report tohas ~~identify forward-looking statements, although~~ not ~~all~~yet ~~forward-looking statements contain these identifying words~~commenced. Such ~~The~~description ~~Company~~is ~~and TransnetYX may~~ not ~~actually~~an ~~achieve~~offer ~~the~~to ~~plans,~~buy ~~intentions~~ or ~~expectations disclosed in~~ the ~~forward-looking~~solicitation ~~statements,~~of ~~and~~an ~~investors~~offer ~~should~~to ~~not~~sell ~~place undue reliance on the forward-looking statements~~securities. The ~~Actual~~Schedule ~~results~~TO or(including ~~events~~an ~~could~~offer ~~differ~~to ~~materially from the plans~~purchase, ~~intentions~~a ~~and~~related ~~expectations~~letter ~~disclosed~~of intransmittal ~~the~~and ~~forward-looking~~other ~~statements~~offer ~~made~~documents) bywill ~~the~~contain ~~acquisition~~important ~~parties.~~information ~~Important factors~~ that ~~could~~should ~~cause~~be ~~actual~~read ~~results~~carefully orand ~~events~~considered tobefore ~~differ~~any ~~materially~~decision ~~from~~is ~~the~~made ~~forward-looking statements include, among others: continued compliance~~ with ~~government~~respect ~~regulations;~~to ~~changing legislation or regulatory environments; requirements or changes affecting~~ the ~~businesses~~Tender inOffer. These ~~which~~materials ~~TransnetYX~~will isbe ~~engaged;~~distributed ~~industry~~free ~~trends,~~of ~~including~~charge ~~factors affecting supply and demand; labor and personnel relations; credit risks affecting TransnetYX’s revenue and profitability; TransnetYX’s ability~~ to ~~effectively~~all ~~manage~~shareholders ~~its growth, including implementing effective controls and procedures and attracting and retaining key management and personnel; changing interpretations~~ of ~~generally~~BGS ~~accepted~~when ~~accounting principles; and general economic conditions~~available. In ~~Further~~addition, ~~the~~all ~~forward-looking statements do not reflect the potential impact~~ of ~~any~~these ~~future~~materials ~~acquisitions,~~(and ~~mergers,~~all ~~dispositions,~~other ~~joint~~materials ~~ventures,~~filed ~~collaborations~~by orBGS ~~investments~~with ~~made by~~ the ~~Company~~SEC) orwill ~~TransnetYX.~~be ~~Neither~~available ~~the~~at ~~Company~~no ~~nor~~charge ~~TransnetYX~~from ~~assumes~~the ~~any~~SEC ~~obligation~~through toits ~~update~~website ~~any~~at ~~forward-looking statements~~www.sec.gov.

2Shareholders of BGS are urged to read the proxy solicitation materials and Tender Offer documents and the other relevant materials when they become available before making any investment decision with respect to the Shareholder Proposals and the Tender Offer because such documents and materials will contain important information about the Shareholder Proposals and the Tender Offer.

~~Entry~~This ~~Into~~report, including the exhibits contained herein, contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements relate to outlooks or expectations for earnings, revenues, expenses or other future financial or business performance, strategies or expectations, or the impact of legal or regulatory matters on business, results of operations or financial condition. When used in the proxy materials, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “predict,” “potential” and “should,” as they relate to us are intended to identify these forward-looking statements. All statements by us regarding our possible or assumed future results of our business, financial condition, liquidity, results of operations, plans and objectives and similar matters are forward-looking statements. These forward-looking statements are based on information available to BGS as of the date of this Report and involve a ~~Material~~number ~~Definitive~~of ~~Agreement~~risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing BGS’s views as of any subsequent date and BGS undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof, except as required by law.

OnThese ~~August~~forward-looking ~~13,~~statements ~~2013,~~involve BGS, BGS Acquisition Subsidiary, Inc. (“Purchaser”) and BGS Merger Subsidiary, Inc. (“Merger Sub”) entered into the Amended and Restated Merger and Share Exchange Agreement, referred to as the “Merger Agreement,” with TransnetYX, Black Diamond and Black Diamond Financial Group, LLC, a ~~Delaware~~number ~~limited liability company and the manager~~ of ~~Black~~known ~~Diamond (the “BDH Manager”). The Merger Agreement is an amendment~~ and ~~restatement~~unknown ofrisks ~~the Merger~~ and ~~Share~~uncertainties ~~Exchange~~or ~~Agreement~~other ~~entered~~assumptions ~~into~~that bymay ~~BGS,~~cause ~~Purchaser,~~actual ~~Black~~results ~~Diamond,~~or ~~certain~~performance ~~Class~~to Abe ~~and~~materially ~~Preferred~~different ~~Members~~from ofthose ~~Black~~expressed ~~Diamond~~or ~~and~~implied ~~BDH~~by ~~Manager~~these onforward-looking ~~June~~statements. ~~26,~~Some ~~2013~~factors ~~previously~~that ~~disclosed~~could oncause aactual ~~Form~~results ~~6-K~~to ~~filed~~differ ~~with the SEC on June 28, 2013.~~include:

~~Pursuant~~· to the ~~Merger~~risk ~~Agreement,~~that ~~BGS~~more ~~will~~than ~~merge with and into Purchaser and TransnetYX will merge with and into a wholly owned subsidiary of Purchaser~~3, ~~Merger Sub~~014,778 ~~with~~Ordinary ~~Merger~~Shares ~~Sub as the surviving entity, or “Survivor” (the “Transaction Merger”). As consideration in this transaction, Purchaser~~ will ~~issue~~be tovalidly ~~the~~tendered ~~shareholders of record of TransnetYX 8,000,000 shares of the common stock of Purchaser on a pro rata basis~~ and ~~will pay a maximum of $15.0 million in cash (the “Cash Payment”), provided that up to $11.0 million of the cash payment may be paid in additional shares of common stock of Purchaser if there is~~ not ~~adequate~~properly ~~cash~~withdrawn toprior ~~accommodate a $15.0 million payment~~ to the ~~shareholders~~expiration ofdate ~~TransnetYX and have $6.0 million in cash available in the Survivor for payment~~ of ~~transaction expenses and for working capital purposes. 2,000,000 of~~ the ~~shares~~Tender ofOffer ~~common~~which ~~stock~~would ofthen ~~Purchaser~~cause ~~held by Black Diamond immediately following~~ the ~~consummation~~Company ~~of the transaction will be subject~~ to awithdraw ~~lock-up agreement that will limit Black Diamond’s ability to dispose of those shares until~~ the ~~earlier~~Tender of (1) the Survivor achieving gross revenues in fiscal year 2015 in excess of $60 million or (2) December 31, 2020. In addition, the shareholders of TransnetYX may receive an earn out of up to an additional 8,000,000 shares of the common stock of Purchaser based on the gross revenues of the post-transaction operating company in fiscal year 2015.Offer;

~~Redomestication~~· ~~Merger~~the ~~and~~risk ~~TransnetYX~~that ~~Shares~~shareholders ~~Conversion~~do not approve the Shareholder Proposals, which would then cause the Company to withdraw the Tender Offer;

~~Immediately~~· ~~prior to~~ the ~~Transaction~~risk ~~Merger,~~that ~~BGS~~governmental ~~will be merged with~~ and ~~into~~regulatory ~~Purchaser,~~review ~~where upon the separate corporate existence~~ of ~~BGS will cease and Purchaser will continue as~~ the ~~surviving~~Tender ~~corporation~~Offer ~~(the~~documents ~~“Redomestication~~may ~~Merger”).~~result Inin ~~connection with~~ the ~~Redomestication~~inability ~~Merger,~~of BGS’s ~~issued~~to ~~and~~close ~~outstanding~~the ~~capital~~Tender ~~stock~~Offer ~~will~~by beSeptember ~~converted~~26, ~~as follows:~~2013;

●· ~~Each~~the ~~BGS~~ability ~~Ordinary Share will be converted automatically into one share~~ of ~~Purchaser Common Stock; ● Each~~ BGS ~~Warrant will be converted into one equivalent warrant (“Purchaser Warrant”)~~ to ~~purchase~~effect ~~one share of Purchaser Common Stock for a purchase price of $10.00 per share; ● The 1,333,333 BGS Ordinary Shares owned by~~ the ~~sponsors~~Shareholder ~~that~~Proposals are subject to vesting based on certain BGS Ordinary Share closing price hurdles will be cancelled and converted automatically into 666,667 shares of Purchaser Common Stock, 166,667 of which will 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, based on any 20 trading days within a 30 trading day period following the consummation of the transaction; ● Each of the BGS Warrants owned by the sponsor or ~~the~~consummate ~~underwriters of BGS’s initial public offering (the “BGS Sponsor/Underwriter Warrants”) will be converted into one-twentieth (1/20) of~~ a ~~share~~business of Purchaser Common Stock, one-half (1/2) of which will have a vesting hurdle of $12.00 per share and one-half (1/2) of which will have a vesting hurdle of $13.50 per share, based on any 20 trading days within a 30 trading day period following the consummation of the transactioncombination; ~~and ● Each unit purchase option of BGS will be converted into one substantially equivalent unit purchase option of Purchaser.~~

~~Also~~· ~~immediately prior to~~ the ~~Transaction~~risk ~~Merger,~~that the holders of TransnetYX securities will convert their shares of preferred stock, options, warrants and any accrued but unpaid dividends in TransnetYX into shares of TransnetYX common stock. The shares of common stock issued as a ~~result~~condition ofto ~~these~~consummation ~~conversions, along with the outstanding shares~~ of ~~common stock of TransnetYX, will constitute all of~~ the ~~issued~~Shareholder ~~equity~~Proposals inmay ~~TransnetYX,~~not ~~will~~ be ~~exchanged,~~satisfied asor ~~a result of the Transaction Merger, for the merger consideration described above.~~waived;

3· the ability to meet the Nasdaq listing standards, including having the requisite number of shareholders;

~~Minimum~~· ~~Cash~~potential ~~Requirement~~changes in the legislative and regulatory environments; and

To· ~~consummate~~potential ~~the~~volatility ~~transaction, there must be at least $10 million~~ in ~~cash in~~ the ~~Purchaser~~market ~~that~~price ~~will be used to (1) provide $6 million in working capital to the Survivor, including the payment~~ of ~~certain transaction-related expenses, and (2) pay at least $4 million in cash to~~ the ~~shareholders~~Ordinary ~~of TransnetYX on a pro rata basis~~Shares. To the extent that there is more than $10 million in cash remaining in Purchaser at the time of the transactions, then the additional cash, in accordance with the terms of the Merger Agreement, will either be (A) used for additional working capital by the Survivor, (B) distributed to the shareholders on a pro rata basis (until the shareholders have received a total of $95 million in value, including all cash and all Purchaser Common Stock distributed as consideration in the transaction), and (C) used to pay the finance fees discussed below.

~~Finance~~Should ~~Fees~~one or more of these risks or uncertainties materialize, or should any of the underlying assumptions prove incorrect, actual results may vary in material respects from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements. BGS undertakes no obligation to update or revise any forward-looking statements to reflect events or circumstances after the date hereof, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

~~There are two fees owed to C&Co/PrinceRidge LLC, or PrinceRidge, as a result of the transactions contemplated by the~~ Merger Agreement: a deferred corporate finance fee equal to 2% of the value of the IPO, or $800,000, that is related to their underwriting agreement with BGS, and a transaction fee related to the business combination equal to 2% of the merger consideration. To the extent that there is cash in Purchaser in excess of the minimum cash requirement discussed above following the Transaction Merger, Purchaser will use a portion of that additional cash to pay these fees to PrinceRidge in cash in accordance with the following schedule: to the extent the available cash is less than $15,800,000, Purchaser will pay both fees to PrinceRidge in common stock of Purchaser. To the extent the available cash exceeds $15,800,000 but is less than $18,000,000, Purchaser will pay the deferred corporate finance fee payable to PrinceRidge in cash and the transaction fee payable to PrinceRidge in common stock of Purchaser. To the extent the available cash exceeds $18,000,000 but is less than $20,000,000, Purchaser will pay the deferred corporate finance fee payable to PrinceRidge and one half of the transaction fee payable to PrinceRidge in cash, rather than common stock of Purchaser, with the remaining one half of the transaction fee payable to PrinceRidge paid in common stock of Purchaser. To the extent the available cash exceeds $20,000,000, both the deferred corporate finance fee and the transaction fee payable to PrinceRidge will be paid in cash.

~~Closing~~The ~~and~~following ~~Effective~~summary ~~Time~~is qualified by reference to the complete text of the ~~Transaction~~Merger Agreement (as defined below), a copy of which is attached hereto as Exhibit 99.1.

~~The~~On ~~transaction~~August is13, ~~expected~~2013, BGS entered into an Amended and Restated Merger and Share Exchange Agreement (the “Merger Agreement”) with TransnetYX Holding Corp., a Delaware corporation (“TransnetYX”), pursuant to bewhich ~~consummated~~BGS nowill ~~later~~merge ~~than~~with ~~three~~and ~~business~~into ~~days~~its wholly-owned subsidiary, BGS Acquisition Subsidiary, Inc., a Delaware corporation (“Purchaser”), following ~~the~~which ~~satisfaction~~TransnetYX orwill ~~waiver~~merge with and into a wholly-owned subsidiary of ~~the~~Purchaser, ~~conditions~~BGS ~~described~~Merger ~~below~~Subsidiary, ~~under~~Inc. As ~~the~~consideration ~~subsection~~in ~~entitled~~this ~~“Conditions~~merger, Purchaser will issue to ~~Closing~~the shareholders of ~~the~~record ~~transaction~~of TransnetYX 8,”000,000 ~~unless~~shares of the ~~parties~~common ~~agree~~stock of Purchaser on a pro rata basis and will pay an aggregate of $15.0 million in ~~writing~~cash, up to ~~hold~~$11.0 ~~the~~million ~~Closing~~of atwhich ~~another~~may ~~time~~be ~~but~~paid noin ~~later~~additional ~~than~~shares ~~November~~of ~~26,~~common ~~2013,~~stock ~~assuming~~of ~~that~~Purchaser ~~the~~if ~~proposed~~there ~~extension~~is not adequate cash to accommodate a $15.0 million payment to the ~~deadline~~shareholders of TransnetYX and have $6.0 million available in the surviving company for ~~completion~~payment of atransaction ~~business~~expenses ~~combination~~and isworking ~~approved~~capital bypurposes (the ~~shareholders~~“Transaction”). In ataddition, the shareholders ~~meeting~~of onTransnetYX ~~September~~may ~~13,~~receive ~~2013~~up ~~(See~~to ~~Item~~an additional 8,000,000 shares of the common stock of Purchaser based on the gross revenues of the post-Transaction operating company in fiscal year 2015.01 Two ~~Other~~million ~~Events~~of ~~below~~the shares of common stock of Purchaser held by the majority shareholder of TransnetYX, Black Diamond Holdings LLC, a Colorado limited liability company (“Black Diamond”), immediately following the Transaction will be subject to a lock-up agreement that will limit Black Diamond’s ability to dispose of those shares until either the post-Transaction operating company achieves gross revenues in fiscal year 2015 in excess of $60 million or December 31, 2020.

4TransnetYX is a Delaware Corporation, based out of Memphis, Tennessee, incorporated in 2002 to develop an automated genotyping platform and provide genotyping testing services to various biotechnology and medical researchers. TransnetYX conducts its business operations through two wholly-owned subsidiaries, TransnetYX, Inc., a Tennessee corporation which operates the clinical diagnostic laboratory and the laboratory animal genotyping business, and Harmonyx Diagnostics, Inc., a Tennessee corporation which is developing, marketing and distributing products for pharmacogenomics testing services.

~~Conditions~~In connection with the consummation of the Transaction (assuming completion of the Tender Offer and shareholder approval of the Shareholder Proposals, BGS intends to ~~Closing~~conduct a second redemption of then outstanding Ordinary Shares for cash (the “Second Tender Offer”) pursuant to the tender offer rules of the SEC and the terms of the Transaction. There can be no assurance that BGS will be able to successfully consummate the transactions contemplated by the Merger Agreement with TransnetYX.

~~The~~On ~~obligations~~August of14, ~~the~~2013, ~~parties~~BGS toissued ~~the~~a ~~Merger~~press ~~Agreement~~release toannouncing ~~consummate~~ the ~~transaction~~execution ~~are~~of ~~subject to~~ the ~~satisfaction~~Merger Agreement (orincorporated ~~waiver~~ by ~~each~~reference ~~other~~to ~~party)~~Exhibit ~~of the certain standard specified conditions~~99. In1 ~~addition, Purchaser shall have received all documents it may reasonably request relating~~ to the ~~existence~~Form of6-K ~~TransnetYX~~filed ~~and~~by ~~each~~BGS ofAcquisition ~~its~~Corp. ~~subsidiaries~~on ~~and~~August ~~equity holders and the authority of TransnetYX~~19, ~~Black Diamond and the BDH Manager to enter into and perform under the Merger Agreement, all in form and substance reasonably satisfactory to Purchaser and its legal counsel~~2013).

~~The~~Shareholder ~~obligation of TransnetYX to consummate the transaction is subject to satisfaction of the following conditions (or waiver in writing by TransnetYX):~~Meeting

●In ~~each~~order ofto ~~BGS~~effect ~~and Purchaser shall have performed in all material respects all of their respective obligations under~~ the ~~Merger~~Shareholder ~~Agreement~~Proposals, ~~required~~BGS’s toshareholders bemust ~~performed~~approve bycertain itamendments ~~at or prior~~ to the ~~Closing~~Charter ~~Date; ● the representations~~ and ~~warranties of BGS contained in~~ the ~~Merger Agreement~~IMTA. Accordingly, ~~and~~BGS inwill ~~any~~convene ~~certificate~~a orshareholder ~~other~~meeting ~~writing~~on ~~delivered~~September by13, ~~BGS~~2013, ~~or Purchaser pursuant~~ to ~~the~~consider ~~Merger Agreement, disregarding all qualifications~~ and ~~expectations~~vote ~~contained~~on ~~therein~~the ~~relating~~Shareholder toProposals. In ~~materiality~~addition, ~~shall be true and correct~~ in ~~all~~order ~~material~~to ~~respects~~effect ~~at and as of~~ the ~~Closing~~Charter ~~Date~~amendments, asthe ifTender ~~made~~Offer atdiscussed ~~and~~below asmust ofhave ~~such~~been ~~date;~~consummated. In ●connection ~~Black~~with ~~Diamond~~such ~~and~~shareholder ~~TransnetYX~~meeting, ~~shall~~BGS ~~have~~is ~~received~~mailing aproxy ~~certificate~~solicitation ~~signed~~materials byseeking anshareholder ~~authorized~~approval ~~officer~~ of ~~BGS and Purchaser regarding~~ the ~~first~~following ~~two points; and ● Purchaser shall have executed and delivered each ancillary agreement to which it is a party.~~proposals:

~~Termination~~Extension Amendment

~~The~~BGS ~~Merger~~will ~~Agreement~~not ~~may~~ be ~~terminated~~able ~~prior~~to consummate an initial business combination by September 26, 2013, the date by which BGS is required by the Charter to complete its initial business combination. Accordingly, BGS has determined to seek shareholder approval to extend the ~~Closing~~date asby ~~follows:~~which it must consummate its initial business combination from September 26, 2013 to November 26, 2013.

●IMTA by mutual written agreement of BGS and TransnetYX. ● by written notice by either BGS or TransnetYX if any of the closing conditions set forth in the Merger Agreement have not been satisfied by BGS or TransnetYX, as the case may be (or waived by BGS or TransnetYX, as the case may be) by November 26, 2013. However, the right to terminate shall not be available to BGS or TransnetYX if the failure by BGS, on one hand, or TransnetYX, on the other hand, to fulfill any obligation under the Merger Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before November 26, 2013. ● by written notice by BGS on or prior to the Closing Date, without prejudice to any rights or obligations BGS may have, if (1) TransnetYX or Black Diamond has materially breached any representation or warranty or breached any agreement or covenant contained in the Merger Agreement or any ancillary agreement to be performed on or prior to the Closing Date and such breach has not been cured by the earlier of November 26, 2013 and fifteen (15) days following receipt by Black Diamond of a notice describing in reasonable detail the nature of such breach, or (2) the further diligence performed on TransnetYX and its subsidiaries and the additional or updated disclosure schedules provided following the execution of the Merger Agreement disclose material information that was not available prior to the execution of the Merger Agreement that would have had an adverse effect on the analyses of the transactions, or (3) TransnetYX, Black Diamond or BDH Manager fail to provide material information required for accurate disclosure in the tender offer documents or any registration statement filed under the Securities Act of 1933, as amended (“Securities Act”). ● by written notice by TransnetYX or Black Diamond giving notice to BGS, without prejudice to any rights or obligations of Black Diamond or TransnetYX may have, if BGS shall have materially breached any of its covenants, agreements, representations, and warranties contained in the Merger Agreement to be performed on or prior to the Closing Date and such breach shall not be cured by the earlier of November 26, 2013 and fifteen (15) days following receipt by BGS of a notice describing in reasonable detail the nature of such breach.Amendment

5The IMTA provides that, unless an initial business combination is consummated, the Trust Account would liquidate on September 26, 2013. Moreover, the IMTA provides that funds may be withdrawn from the Trust Account only upon liquidation or consummation of an initial business combination. In order to implement the Extension Amendment, BGS is seeking to amend the IMTA to (i) permit the withdrawal and distribution of the Withdrawal Amount to those persons holding Public Shares who wish to exercise redemption rights in connection with the Shareholder Proposals and (ii) extend the date on which to liquidate the Trust Account in accordance with the IMTA from September 26, 2013 to November 26, 2013.

~~Fees~~The ~~and~~foregoing ~~Expenses~~summary is qualified by reference to the complete text of the proxy solicitation materials, a copy of which is attached hereto as Exhibit 99.2.

All expenses incurred in connection with the Merger Agreement and the business combination prior to the Closing Date will be paid by the party incurring such expense; provided, however, in the event the business combination is completed, Merger Sub shall use part of the $6,000,000 to pay fees of BGS and TransnetYX related to the business combination.

Management and Board of Directors Following the Transaction

Immediately following the Closing, the board of directors of Purchaser shall consist of seven members, four of whom shall be appointed by Black Diamond and three of whom shall be appointed by Purchaser. It is anticipated that the officers will remain officers of the Survivor post-closing.

Tender Offer

~~The~~In ~~Merger~~connection ~~Agreement~~with ~~obligates~~the Shareholder Proposals, BGS is providing its shareholders with the opportunity to ~~consummate~~redeem ~~prior~~their Public Shares for cash equal to their pro rata share of the ~~Closing~~aggregate aamount ~~tender~~then on deposit in the Trust Account, or $10.15 per share. Accordingly, BGS will offer ~~pursuant~~to purchase up to ~~Rule~~3,014,778 ~~13e-4~~Public ~~and~~Shares ~~Regulation~~for ~~14E~~a total of ~~the~~up ~~Exchange~~to ~~Act~~$30,599,997. BGS’s ~~Through~~obligation to purchase Public Shares validly tendered and not withdrawn pursuant to the Tender Offer, ~~shareholders~~will ofbe ~~BGS~~subject ~~will~~to, beamong ~~provided~~other ~~with~~things: (i) the ~~opportunity~~condition tothat ~~redeem~~no ~~their~~more ~~Ordinary~~than 3,014,778 of the Public Shares ~~for~~have ~~cash~~been ~~equal~~validly tendered and not withdrawn pursuant to ~~their~~and ~~pro~~prior ~~rata~~to ~~share~~the expiration of the ~~aggregate~~Tender ~~amount~~Offer; ~~then~~and on(ii) ~~deposit~~approval inof the ~~Trust~~Shareholder ~~Account,~~Proposals ~~upon~~by ~~the~~BGS’s ~~consummation~~shareholders ofon ~~the~~or ~~transaction~~prior to September 26, 2013.

~~Representations and Warranties~~SIGNATURES

InPursuant ~~the~~to ~~Merger Agreement, TransnetYX, Black Diamond and~~ the ~~BDH~~requirements ~~Manager (collectively, the “Representing Parties”) made representations and warranties typical~~ of ~~a transaction of this size. Certain of~~ the ~~representations~~Securities ~~and~~Exchange ~~warranties~~Act ~~are qualified by materiality or material adverse effect. For the purposes~~ of ~~the Merger Agreement~~1934, ~~material~~the ~~adverse~~registrant ~~effect~~has ~~means~~duly ~~any~~caused ~~material~~this ~~adverse~~Report ~~change~~on orForm a6-K ~~material~~to ~~adverse~~be ~~effect,~~signed ~~individually or in the aggregate,~~ on ~~the~~its ~~condition~~behalf ~~(financial~~by ~~or otherwise), prospects, net worth, management, earnings, cash flows, business, operations or properties of~~ the ~~Company and the Businesses~~undersigned, ~~taken~~hereunto asduly ~~a whole, whether or not arising from transactions in the ordinary course of business~~authorized.

~~Covenants~~August of23, ~~the Parties~~2013

~~Each of~~ BGS ~~and~~ACQUISITION TransnetYX has agreed to use their commercially reasonable efforts to take all necessary actions to effect the transaction and to comply as promptly as practicable with all requirements of governmental authorities applicable to the transactionCORP. ~~TransnetYX~~ ~~also~~By: ~~covenanted~~/s/ toCesar ~~conduct~~Baez ~~its~~Title: ~~business~~Cesar inBaez aName: ~~manner~~Chief ~~consistent~~Executive with past practice, to consult with BGS and obtain the permission of the other party before, among other things, amending any of its organizational documents, modifying, terminating or waiving any material right under any material contract, making any large salary increases, closing or materially reducing any of its activities, or assuming additional obligations or liabilities other than in the ordinary course of business consistent with past practice. In addition, BGS and TransnetYX shall prepare and BGS shall file a registration statement under the Securities Act registering the merger consideration. The Merger Agreement also contains covenants related to notifications, exclusivity, the provision of material information, access to information, and confidentiality.Officer

6Exhibit Index

Indemnification

99.1	Amended and Restated Merger and Share Exchange Agreement, dated as of August 13, 2013, by and among BGS Acquisition Corp., BGS Acquisition Subsidiary, Inc., BGS Merger Subsidiary, Inc., TransnetYX Holding Corp., Black Diamond Holdings LLC and Black Diamond Financial Group, LLC
99.2	Proxy Solicitation Materials

Until the third anniversary of the date of the Agreement, 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 Merger 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. In addition, Black Diamond has agreed to provide a strict indemnity for any breaches of the representations and warranties by the Representing Parties regarding the capitalization of TransnetYX. With respect to the capitalization of TransnetYX and until the third anniversary of the date of the Merger Agreement, Black Diamond has agreed to assume any and all liability up to the cap on losses that is related to the representation and warranty regarding the capitalization of Target.

Until the third anniversary of the date of the Merger Agreement, BGS 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 BGS or Purchaser. The indemnification obligations of BGS and Purchaser are capped at the amount of cash held by Purchaser immediately following the effectiveness of the Redomestication Merger.

Trust Account Waiver

TransnetYX and Black Diamond agreed that they do not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between BGS and TransnetYX, the Merger Agreement or any other matter.

Item 8.01. Other Events

On August 14, 2013, the Company issued a press release announcing its entry into the Merger Agreement. The press release is attached as Exhibit 99.1.

To provide for additional time to complete the transactions contemplated by the Merger Agreement, BGS will be holding a shareholders meeting on September 13, 2013 to approve an amendment to its Memorandum and Articles of Association to extend the deadline for completion of a business combination from September 26, 2013 to November 26, 2013. The record date for that meeting is August 15, 2013. Proxy materials and tender offer materials in connection with that amendment will be filed by the Company with the SEC.

Item 9.01. Financial Statements and Exhibits

(c)	Exhibits:
	Exhibit No.	Description
	99.1	Press Release dated August 14, 2013.

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: August 19, 2013	BGS ACQUISITION CORP.
	By:	/s/ Cesar Baez
		Name: Cesar Baez Title: Chief Executive Officer

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