UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT TO~~Pursuant ~~SECTION~~to Section 13 ORor 15(d) ~~OF THE~~

~~SECURITIES EXCHANGE~~of ~~ACT~~the OFSecurities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~November 19~~May 3, ~~2010~~2013

Bering Growth Corporation

Cayman Islands		000-52348		N/A
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(Exact name of registrant as specified in its charter)

c/o Nautilus Global Partners

Cayman Islands

000-52348

N/A

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

700 Gemini, Suite 100, Houston, TX 77056

c/o Nautilus Global Partners

700 Gemini, Suite 100, Houston, TX

77056

(Address of principal executive offices)

(Zip Code)

~~(Address of~~Registrant’s ~~principal~~telephone ~~executive~~number, ~~offices~~ including ~~zip~~area code) 281-488-3883

~~(281) 488-3883~~Not Applicable

(~~Registrant's~~Former ~~telephone~~name ~~number~~or former address, ~~including~~ ~~area~~if ~~code~~changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following ~~provisions~~ ~~(see General Instruction A.2. below)~~provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3 1.~~02. Unregistered~~01 ~~Sales~~Entry ofinto ~~Equity~~a ~~Securities.~~Material Definitive Agreement

On ~~November~~ 19May 3, ~~2010~~2013, Bering Growth Corporation, ~~(the~~a ~~"Company")~~Cayman ~~issued~~Islands anexempted ~~aggregate of~~company ~~2,768,800~~incorporated ~~ordinary~~with ~~shares,~~limited ~~par~~liability ~~value~~(the ~~$0.000128 per share~~“Company”), ~~to Skyline~~Bering ~~Investors,~~Acquisition ~~LLC and Dayspring Capital~~Corp., ~~LLC for~~ a ~~total~~Delaware ~~consideration~~corporation ~~of $3,333. There~~and ~~was~~wholly-owned nosubsidiary ~~underwriter~~of orthe ~~placement~~Company ~~agent~~(“Merger inSub”), ~~the~~and ~~offering~~Viveve, ~~and~~ ~~the~~Inc., ~~Company~~a ~~relied~~Delaware ~~upon~~corporation ~~the~~(“Viveve”), ~~exemption~~entered ~~provided~~into inan ~~Regulation~~Agreement D and ~~Section 4(2)~~Plan of Merger (the ~~Securities Act of 1933~~“Merger Agreement”).

~~Item 5.01 Change~~Upon the terms and subject to the satisfaction of the conditions described in ~~Control~~the Merger Agreement, upon the consummation of the ~~Registrant~~merger, Merger Sub will merge with and into Viveve, with Viveve surviving as a wholly-owned subsidiary of the Company (the “Merger”).

~~Item 5.02 Departure~~As a result of ~~Directors~~the orMerger, ~~Certain~~each ~~Officers;~~issued ~~Election~~and outstanding share of the common stock, par value $0.001, of Viveve (the “Viveve Common Stock”) will be converted into and exchangeable for 0.0241 ~~Directors;~~(subject ~~Appointment~~to adjustment under the terms of ~~Certain~~the ~~Officers;~~Merger ~~Compensatory~~Agreement) ~~Arrangements~~(the “Exchange Ratio”) shares of ~~Certain~~the common stock, par value $0.0001 per share, of the Company (the “Company Common Stock”) following the Domestication (defined ~~Officers~~below). At the closing of the Merger, the Company will assume all of the outstanding convertible debt securities, warrants and outstanding options of Viveve as adjusted by the Exchange Ratio.

~~Upon~~The to closing of the ~~issuance~~Merger is subject to a financing contingency and completion of anthe ~~aggregate~~re-domestication of ~~2,768,800~~the ~~ordinary~~Company ~~shares~~from tothe ~~Skyline~~Cayman ~~Investors, LLC~~Islands ~~and~~to ~~Dayspring~~Delaware ~~Capital,~~(the ~~LLC,~~“Domestication”). ~~Karl~~The ~~Brenza,~~closing of the ~~managing~~Merger ~~member~~is also subject to the approval of the ~~two entities,~~Merger ~~acquired~~by ~~control~~the holders of ~~the~~a ~~Company. As~~majority of the ~~date~~outstanding ~~hereof, there~~shares ~~are~~of ~~3,767,075~~Viveve’s ~~ordinary~~capital ~~shares~~stock. Prior to the closing of the Merger, the Company’s ~~outstanding~~shareholders ~~and~~must ~~Skyline Investors,~~approve ~~LLC~~the Domestication and the ~~Dayspring~~adoption ~~Capital,~~of ~~LLC~~Viveve’s ~~have~~stock ~~beneficial~~option ~~ownership~~plan effective upon the closing of 73the Merger.5% ~~of such~~The ~~outstanding~~Merger ~~ordinary~~Agreement ~~shares. Skyline~~contains ~~Investors,~~customary ~~LLC~~representations and ~~Dayspring~~ ~~Capital~~warranties by the Company, ~~LLC~~Viveve ~~acquired~~and ~~such~~Merger ~~shares~~Sub. ~~for~~The anMerger ~~aggregate~~Agreement ~~consideration~~may ofbe terminated under $3certain customary circumstances by the Company or Viveve,~~333,~~ ~~and~~including if the ~~source~~closing of ~~such~~the ~~funds~~Merger ~~was~~does ~~from~~not ~~their~~occur ~~members’~~by ~~personal funds~~July 30, 2013.

~~The~~Upon ~~following~~the ~~shows~~closing of the ~~security~~Merger, ~~ownership~~the ofCompany’s ~~our~~director ~~management~~and its executive officers will resign from their positions and ~~related~~the ~~parties~~directors as and officers of Viveve will become the ~~date~~Company’s ~~hereof~~executive officers and directors.

Name	Number of Shares		% Outstanding			Relationship to Us
Skyline Investors, LLC c/o Maxim Group LLC 405 Lexington Avenue, 2nd Fl New York, NY 10174		2,491,920		66.1	%	Karl Brenza, our President and CEO is managing member of Skyline Investors, LLC.
Dayspring Capital, LLC c/o Maxim Group LLC 405 Lexington Avenue, 2nd Fl New York, NY 10174		276,880		7.4	%	Karl Brenza, our President and CEO is sole member of Dayspring Capital, LLC.
Nautilus Global Partners, LLC 700 Gemini, Suite 100 Houston, TX 77058		781,250		20.7	%	Joseph Rozelle one of our directors is the President of Nautilus Global Partners, LLC.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference. The Merger Agreement has been provided solely to inform investors of its terms. The Merger Agreement contains representations, warranties and covenants, which were made for the purposes of such agreement and as of specific dates, were made solely for the benefit of the parties to the Merger Agreement and may be intended not as statements of facts, but rather as a way of allocating risk to one of the parties if those statements prove to be inaccurate. In addition, such representations, warranties and covenants may be subject to important qualifications and limitations agreed to by the Company, Viveve and Merger Sub in connection with the negotiated terms or with certain disclosures not reflected in the text of the Merger Agreement, may not be accurate or complete as of any specified date or may be subject to a contractual standard of materiality different from those generally applicable to stockholders of other investors in the Company. The Company’s stockholders and other investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts of conditions of the Company, Viveve, Merger Sub or any of their respective subsidiaries or affiliates.

~~Effective November~~Item ~~19, 2010, David Richardson resigned from the board of directors of the Company~~9. ~~Mr.~~01 ~~Richardson’s~~Financial ~~resignation~~Statements isand ~~not as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.~~Exhibits

~~Effective~~(d) ~~November 19, 2010, Joseph Rozelle resigned as President and Chief Financial Officer of the Company~~Exhibits. ~~Mr. Rozelle will continue to serve the Company as a member on the Board of Directors.~~

Effective November 19, 2010, Karl Brenza was named President and Chief Executive Officer of the Company.


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of May 3, 2013 by and among Viveve, Inc., Bering Growth Corporation and Bering Acquisition Corp.

~~Mr. Brenza~~SIGNATURES (age 46) has over 15 years of investment banking and financial advisory experience as well as significant operational and technology experience as a corporate executive. Mr. Brenza has been Managing Director of Investment Banking at Maxim Group, LLC since February 2008. Prior to joining Maxim Group, Mr. Brenza was the Chief Financial Officer of Enherent Corp from August 2005 to November 2007 and Managing Director, Head of Investment Banking for Broadband Capital Management, LLC from November 2002 to August 2005. Mr. Brenza received a B.S. in electrical engineering from the University of Pennsylvania and an M.B.A. from the Columbia University Graduate School of Business.

This Current Report on Form 8-K may contain, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, (i) statements with respect to the Company’s plans, objectives, expectations and intentions; and (ii) other statements identified by words such as “may”, “could”, “would”, “should”, “believes”, “expects”, “anticipates”, “estimates”, “intends”, “plans” or similar expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company’s control), including, without limitation, the Company’s ability to increase prices and revenue and continue to obtain contract renewals and extensions.

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.

	BERING GROWTH CORPORATION
				Bering Growth Corporation
Date: November 23, 2010	By:	/s/ Karl Brenza
Dated: May 9, 2013			By:	/s/ Karl Brenza
		~~Karl Brenza~~		Karl Brenza
		President
				Chief Executive Officer

Exhibit Index


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of May 3, 2013 by and among Viveve, Inc., Bering Growth Corporation and Bering Acquisition Corp.

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