SC 13G/A 1 sc_13ga_burgerfi.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 1)

BurgerFi International, Inc. (f/k/a Opes Acquisition Corp.)

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

68373P100

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

	☒	Rule 13d-1(b)
	☐	Rule 13d-1(c)
	☐	Rule 13d-1(d)

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 68373P100


	1	NAME OF REPORTING PERSON

		LION POINT CAPITAL, LP
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☐
					(b) ☐

	3	SEC USE ONLY


	4	CITIZENSHIP OR PLACE OF ORGANIZATION

		DELAWARE
			5	SOLE VOTING POWER

				2,745,938
NUMBER OF			6	SHARED VOTING POWER
SHARES
BENEFICIALLY				- 0 -
OWNED BY			7	SOLE DISPOSITIVE POWER
EACH REPORTING
PERSON WITH				2,745,938
			8	SHARED DISPOSITIVE POWER

				- 0 -
	9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		2,745,938
	10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			☐


	11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

		15.7% (1)
	12	TYPE OF REPORTING PERSON

		IA, PN

(1)	Percentage is based on the 17,441,864 shares of Common Stock of the Issuer issued and outstanding as of December 16, 2020.

CUSIP NO. 68373P100


	1	NAME OF REPORTING PERSON

		LION POINT HOLDINGS GP, LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☐
					(b) ☐

	3	SEC USE ONLY


	4	CITIZENSHIP OR PLACE OF ORGANIZATION

		DELAWARE
			5	SOLE VOTING POWER

				2,745,938
NUMBER OF			6	SHARED VOTING POWER
SHARES
BENEFICIALLY				- 0 -
OWNED BY			7	SOLE DISPOSITIVE POWER
EACH REPORTING
PERSON WITH				2,745,938
			8	SHARED DISPOSITIVE POWER

				- 0 -
	9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		2,745,938
	10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			☐


	11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

		15.7% (1)
	12	TYPE OF REPORTING PERSON

		HC, OO

(1)	Percentage is based on the 17,441,864 shares of Common Stock of the “Issuer”) issued and outstanding as of December 16, 2020.

CUSIP NO. 68373P100


	1	NAME OF REPORTING PERSON

		DIDRIC CEDERHOLM
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☐
					(b) ☐

	3	SEC USE ONLY


	4	CITIZENSHIP OR PLACE OF ORGANIZATION

		SWEDEN AND FRANCE
			5	SOLE VOTING POWER

				- 0 -
NUMBER OF			6	SHARED VOTING POWER
SHARES
BENEFICIALLY				2,745,938
OWNED BY			7	SOLE DISPOSITIVE POWER
EACH REPORTING
PERSON WITH				- 0 -
			8	SHARED DISPOSITIVE POWER

				2,745,938
	9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		2,745,938
	10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			☐


	11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

		15.7% (1)
	12	TYPE OF REPORTING PERSON

		HC, IN

(1)	Percentage is based on the 17,441,864 shares of Common Stock issued and outstanding as of December 16, 2020.

CUSIP NO. 68373P100


	1	NAME OF REPORTING PERSON

		JAMES FREEMAN
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☐
					(b) ☐

	3	SEC USE ONLY


	4	CITIZENSHIP OR PLACE OF ORGANIZATION

		USA
			5	SOLE VOTING POWER

				- 0 -
NUMBER OF			6	SHARED VOTING POWER
SHARES
BENEFICIALLY				2,745,938
OWNED BY			7	SOLE DISPOSITIVE POWER
EACH REPORTING
PERSON WITH				- 0 -
			8	SHARED DISPOSITIVE POWER

				2,745,938
	9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		2,745,938
	10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			☐


	11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

		15.7% (1)
	12	TYPE OF REPORTING PERSON

		HC, IN

(1)	Percentage is based on the 17,441,864 shares of Common Stock ofIssuer issued and outstanding as of December 16, 2020.

Amendment No. 1 to Schedule 13G

The following constitutes Amendment No. 1 to the Schedule 13G filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends and restates the Schedule 13G.

Item 1(a).	Name of Issuer:

	BurgerFi International, Inc. (the “Issuer”).

Item 1(b).	Address of Issuer’s Principal Executive Offices:

	US Highway 1, North Palm Beach, Florida, 33408

Item 2(a).	Name of Persons Filing:

	This Schedule 13G is being jointly filed by, Lion Point Capital, LP, a Delaware limited partnership (“Lion Point Capital”), Lion Point Holdings GP, LLC, a Delaware limited liability company (“Lion Point Holdings”), Didric Cederholm, a dual citizen of Sweden and France, and James Freeman, a citizen of the United States of America. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

	Lion Point Capital is the investment manager to its investment fund client. Lion Point Holdings is the general partner of Lion Point Capital. Mr. Cederholm is a Founding Partner and Chief Investment Officer of Lion Point Capital. Mr. Cederholm is also a Member and a Manager of Lion Point Holdings. Mr. Freeman is a Founding Partner and Head of Research of Lion Point Capital. Mr. Freeman is also a Member and a Manager of Lion Point Holdings. By virtue of these relationships, each of Lion Point Capital, Lion Point Holdings, Mr. Cederholm and Mr. Freeman may be deemed to beneficially own the securities beneficially owned by its investment fund client.

Item 2(b).	Address of Principal Business Office or, if none, Residence:

	The principal business office of each of the Reporting Persons is 250 West 55th Street, 33rd Floor, New York New York 10019.

Item 2(c).	Citizenship:

	Each of Lion Point Capital and Lion Point Holdings is organized under the laws of the State of Delaware. Mr. Cederholm is a dual citizen of Sweden and France. Mr. Freeman is a citizen of the United States of America.

Item 2(d).	Title of Class of Securities:

	Common Stock, $0.0001 par value (the “Shares”)

Item 2(e).	CUSIP Number:

	68373P100

Item 3.

If this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

	/ /	Not Applicable
(a)	/ /	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
(b)	/ /	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)	/ /	Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)	/ /	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)	/X/	Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E).*
(f)	/ /	Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F).
(g)	/X/	Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G).**
(h)	/ /	Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i)	/ /	Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).
(j)	/ /	Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
(k)	/ /	Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).

Item 4.	Ownership.

	Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer.

	(a)	Amount beneficially owned:
		As of the close of business on December 31, 2020 through and including January 11, 2021 the Reporting Persons may be deemed to have beneficially owned 2,745,938 shares of Common Stock. The number of shares reported as beneficially owned excludes shares of Common Stock underlying warrants that are not presently exercisable due to the effect of a beneficial ownership limitation blocker.

	(b)	Percent of class:
		The Reporting Persons currently beneficially own 15.7% of the Common Stock as of December 31, 2020. Percentage is based on the 17,441,864 shares of Common Stock issued and outstanding as of December 16, 2020, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2020.

(c)

Number of shares as to which such person has:

	(i)	Sole power to vote or to direct the vote:
		See Cover Pages Items 5-9.

	(ii)	Shared power to vote or to direct the vote
		See Cover Pages Items 5-9.

	(iii)	Sole power to dispose or to direct the disposition of
		See Cover Pages Items 5-9.

	(iv)	Shared power to dispose or to direct the disposition of
		See Cover Pages Items 5-9.

		The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person.

Item 5.	Ownership of Five Percent or Less of a Class.

	If this statement is being filed to report the fact that as of the date hereof each reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.

	Lion Point Capital’s client, Lion Point Master, LP, has the right to receive dividends and the proceeds from the sale of securities.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

	Incorporated by reference from Item 2.

Item 8.	Identification and Classification of Members of the Group.

	See Exhibit 99.1

Item 9.	Notice of Dissolution of Group.

	Not Applicable.

Item 10.	Certifications.

	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURES

After reasonable inquiry and to the best of its or his knowledge and belief, each of the undersigned certifies that the information with respect to it or him set forth in this statement is true, complete and correct.

Dated: January 11, 2021

LION POINT CAPITAL, LP

By:	Lion Point Holdings GP, LLC, its General Partner

By:	/s/ Didric Cederholm
	Name:	Didric Cederholm
	Title:	Manager and Member

LION POINT HOLDINGS GP, LLC

By:	/s/ Didric Cederholm
	Name:	Didric Cederholm
	Title:	Manager and Member

		/s/ Didric Cederholm
		DIDRIC CEDERHOLM

		/s/ James Freeman
		JAMES FREEMAN

SEC Form SC 13G/A filed