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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Cenntro Electric Group Ltd | NASDAQ:NAKD | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 2.61 | 2.64 | 2.65 | 0 | 01:00:00 |
Australia
|
| |
N/A
|
(State or other jurisdiction of
Incorporation or organization)
|
| |
(I.R.S. Employer
Identification Number)
|
Title of each Class of Security being registered
|
| |
Amount to be
registered(1)
|
| |
Proposed
Maximum
Offering Price
per Share
|
| |
Proposed
Maximum
Aggregate
Offering Price
|
| |
Amount of
Registration
Fee
|
Ordinary Shares, without par value
|
| |
188,942,681
|
| |
$4.84(3)
|
| |
$914,482,576.04
|
| |
$84,772.53
|
Ordinary Shares, without par value
|
| |
15,948(2)
|
| |
$8.65(4)
|
| |
$137,950.20
|
| |
$12.78
|
Total
|
| |
188,958,629
|
| |
|
| |
$ 914,620,526.24
|
| |
$84,785.31
|
1)
|
This Registration Statement on Form F-3 (the “Registration Statement”) registers the offer and sale of 188,942,681 ordinary shares, no par value (“Ordinary Shares”), for resale by the Selling Shareholders (as defined in the prospectus contained herein) and (ii) 15,948 ordinary shares issuable upon exercise of options granted to certain current and former non-employee directors pursuant to the Company’s Naked Brand Group Limited Omnibus Equity Plan.
|
2)
|
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional Ordinary Shares that become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction which results in an increase in the number of the outstanding Ordinary Shares.
|
3)
|
Pursuant to Rule 457(c), calculated on the basis of the average of the high and low prices per share of the Company’s Ordinary Shares reported on the Nasdaq Capital Market on January 5, 2022, a date within five business days prior to the filing of this registration statement.
|
4)
|
Estimated in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of $8.65 per Ordinary Share, the weighted-average exercise price (rounded down to the nearest cent) of the options granted to the applicable Selling Shareholders.
|
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| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
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| | ||
| | ||
| |
•
|
China: End production and sales of ICE vehicles by 2040;
|
•
|
France: Ban the sale of ICE cars by 2040;
|
•
|
Germany: No registration of ICE vehicles by 2030 (passed by legislature); cities can ban diesel cars;
|
•
|
India: Official target of no new ICE vehicles sold after 2030; Incentive program in place for EV sales;
|
•
|
Japan: Incentive program in place for EV sales; and
|
•
|
United Kingdom: Ban the sale of new ICE cars starting in 2035.
|
(1)
|
The number of Ordinary Shares issued and outstanding is based on 261,256,205 Ordinary Shares outstanding as of January 4, 2022 and excludes the following:
|
•
|
9,225,291 Ordinary Shares issuable upon the exercise of options outstanding as of January 4, 2022, granted under the 2016 Plan, at a weighted-average exercise price of $1.1007 per Ordinary Share;
|
•
|
25,965,234 Ordinary Shares which may be issued under our Cenntro Electric Group Limited 2022 Stock Incentive Plan (the “2022 SIP”), which has been approved by the Board of Directors;
|
•
|
7,789,571 Ordinary Shares which may be issued under the Cenntro Electric Group Limited 2022 Employee Stock Purchase Plan (the “2022 ESPP”), which has been approved by the Board of Directors;
|
•
|
33,428 Ordinary Shares which may be issued upon exercise of our outstanding warrants as of January 4, 2022, at a weighted-average exercise price of $202.97 per share; and
|
•
|
15,948 Ordinary Shares which may be issued upon exercise of options outstanding as of January 4, 2022, granted to NBG’s former non-employee directors, at a weighted-average exercise price of $8.6452 per Ordinary Share.
|
•
|
our future financial performance, including expectations regarding our revenue, expenses and other operating results;
|
•
|
changes in customer acceptance rates or the pricing of our vehicles;
|
•
|
delays in the production of our vehicles;
|
•
|
our ability to establish new channel partners and successfully retain existing channel partners;
|
•
|
our ability to anticipate market needs and develop and introduce new and enhanced vehicles to adapt to changes in our industry;
|
•
|
the success of our competitors;
|
•
|
our operating results failing to meet the expectations of securities analysts or investors in a particular period;
|
•
|
changes in financial estimates and recommendations by securities analysts concerning us or the industry in which we operate in general;
|
•
|
the stock price performance of other companies that investors deem comparable to us;
|
•
|
announcements by us or our competitors of significant business developments, acquisitions, strategic partnerships, joint ventures, collaborations or capital commitments;
|
•
|
future investments in our business, our anticipated capital expenditures and our estimates regarding our capital requirements;
|
•
|
disputes or other developments related to our intellectual property or other proprietary rights, including litigation;
|
•
|
changes in our capital structure, including future issuances of securities or the incurrence of debt;
|
•
|
changes in senior management or key personnel;
|
•
|
changes in laws and regulations affecting our business;
|
•
|
commencement of, or involvement in, investigations, inquiries or litigation;
|
•
|
the inherent risks related to the electric commercial vehicle industry;
|
•
|
the trading volume of our Ordinary Shares; and
|
•
|
general economic and market conditions.
|
•
|
our future financial performance, including expectations regarding our revenue, expenses and other operating results;
|
•
|
our ability to establish new channel partners and successfully retain existing channel partners;
|
•
|
our ability to anticipate market needs and develop and introduce new and enhanced vehicles to adapt to changes in our industry;
|
•
|
our ability to achieve or sustain profitability;
|
•
|
our ability to successfully enter new geographic markets and manage our international expansion;
|
•
|
future investments in our business, our anticipated capital expenditures and our estimates regarding our capital requirements;
|
•
|
our expectations concerning relationships with our supply chain providers;
|
•
|
our ability to promote our brand;
|
•
|
our reliance on key personnel and our ability to identify, recruit and retain skilled personnel;
|
•
|
our ability to protect our intellectual property rights and any costs associated therewith;
|
•
|
the inherent risks related to the electric commercial vehicle industry;
|
•
|
our ability to compete effectively with existing and new competitors; and
|
•
|
our compliance with applicable regulatory developments and regulations that currently apply or become applicable to our business.
|
1)
|
the unaudited pro forma condensed combined financial information for the combination, included in NBG’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on November 8, 2021 and incorporated by reference herein;
|
2)
|
the historical unaudited condensed financial statements of NBG as of and for the six months ended July 31, 2021, which are included in NBG’s Report of Foreign Private Issuer on Form 6-K for the six months ended July 31, 2021, filed with the SEC on November 4, 2021, and the historical audited financial statements of NBG as of and for the year ended January 31, 2021, which are included in NBG’s Annual Report on Form 20-F for the fiscal year ended January 31, 2021, filed with the SEC on May 18, 2021, both incorporated by reference herein; and
|
3)
|
the historical unaudited condensed combined financial statements of Cenntro as of and for the six months ended June 30, 2021 and the historical audited combined financial statements of Cenntro as of and for the year ended December 31, 2020, each of which are included in NBG’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on November 8, 2021 and incorporated by reference herein.
|
|
| |
As at June 30, 2021
(Historical)(1)
|
| |
As at June 30, 2021
(Pro Forma)(2)(3)
|
|
| |
(Unaudited, expressed in U.S. Dollars)
In Thousands
|
|||
Cash and Cash Equivalents
|
| |
$279,035
|
| |
$272,723
|
Total Debt, including current portions
|
| |
|
| |
|
Historical Borrowings of NBG
|
| |
—
|
| |
—
|
Historical Borrowings of Cenntro
|
| |
|
| |
|
Loans from third parties
|
| |
—
|
| |
3,404
|
Amounts due to related parties
|
| |
—
|
| |
1,964
|
Equity
|
| |
|
| |
|
Historical Share Capital of NBG
|
| |
494,423
|
| |
—
|
Historical Equity of Cenntro
|
| |
|
| |
|
CEG Common Stock, par value $0.01 per share, 1,500 shares authorized, one share issued and outstanding
|
| |
—
|
| |
—
|
|
| |
As at June 30, 2021
(Historical)(1)
|
| |
As at June 30, 2021
(Pro Forma)(2)(3)
|
|
| |
(Unaudited, expressed in U.S. Dollars)
In Thousands
|
|||
CEG Preferred Stock, par value $0.01 per share, 10,000,000 shares authorized, no shares issued and outstanding
|
| |
—
|
| |
—
|
CAG HK Ordinary Shares, no par value per share, 1,000 shares authorized, 1,000 shares issued and outstanding
|
| |
—
|
| |
—
|
CAC Common Stock, $0.001 par value per share, 1,000,000 shares authorized, 1,000,000 shares issued and outstanding
|
| |
—
|
| |
—
|
Cenntro Electric Group Limited Share Capital
|
| |
—
|
| |
405,370
|
Accumulated Deficit
|
| |
(213,649)
|
| |
(103,481)
|
Other Reserves
|
| |
195
|
| |
|
Accumulated other comprehensive loss
|
| |
—
|
| |
(1,696)
|
Total Shareholders’ Equity (Other than Non-controlling Interests)
|
| |
280,969
|
| |
300,193
|
Non-controlling interest
|
| |
—
|
| |
(34)
|
Total Shareholders’ Equity
|
| |
280,969
|
| |
300,159
|
Total Capitalization
|
| |
280,969
|
| |
305,527
|
(1)
|
Presents unaudited historical balance sheet data of NBG as of June 30, 2021.
|
(2)
|
The pro forma information reflects the following transactions:
|
a.
|
In the November 2021 Private Placement, we sold to Esousa an aggregate of $30 million of units, each unit consisting of one Ordinary Share, one November 2021 Five-Year Warrant, and 0.65 of one November 2021 One-Year Warrant. The units were sold at a price per unit of US$9.018, resulting in the issuance of an aggregate of 3,326,680 million units (representing an aggregate of 3,326,680 Ordinary Shares and November 2021 Warrants to purchase up to 5,489,022 Ordinary Shares). On November 17, 2021, Esousa exercised the November 2021 Five-Year Warrant on a cashless basis for an aggregate of 3,122,190 Ordinary Shares. On December 30, 2021, Esousa exercised the November 2021 One-Year Warrant on a cashless basis for an aggregate of 3,951,896 Ordinary Shares. The Company issued an aggregate of 10,400,766 Ordinary Shares to Esousa in connection with the November 2021 Private Placement.
|
b.
|
On December 17, 2021, we terminated the November 2021 ATM Offering and, as of such date, we had sold an aggregate of 887,731 Ordinary Shares for gross proceeds of $8,196,600 and net proceeds of $7,950,702 after deducting agent fees and other offering expenses.
|
c.
|
In the December 2021 Private Placement, we sold to Esousa and Streeterville an aggregate of $20 million of units, each unit consisting of one Ordinary Share and one December 2021 Warrant. The units were sold at a price per unit of US$6.49755, resulting in the issuance of an aggregate of 3,078,082 units (representing an aggregate of 3,078,082 Ordinary Shares and December 2021 Warrants to purchase up to 3,078,082 Ordinary Shares). The December 2021 Warrants in accordance with their terms automatically exercised on a cashless basis for an aggregate of 3,847,602 Ordinary Shares upon the completion of the Combination. The Company issued an aggregate of 6,925,684 Ordinary Shares in connection with the December 2021 Private Placement.
|
d.
|
In connection with the completion of the Combination, we issued to CAG the Acquisition Shares, representing an aggregate of 174,853,546 Ordinary Shares, which shares were distributed to CAG’s shareholders in the Distribution in accordance with the terms of the Acquisition Agreement and CAG’s governing documents.
|
e.
|
In connection with the closing of the Combination, we (i) issued to former Chief Executive Officer and current director Justin Davis-Rice an aggregate of 7,151,612 Ordinary Shares upon acceleration of the Incentive Award and (ii) paid to Mr. Davis-Rice approximately $20.2 million upon acceleration of certain phantom warrants, in each case previously granted to Mr. Rice as compensation for services rendered.
|
f.
|
In connection with the Divestiture, we made payments, in the form of a recapitalization of FOH, in the aggregate amount of approximately $12.6 million to fund certain liabilities of FOH.
|
(3)
|
The pro forma information in the foregoing table is based on 261,256,205 Ordinary Shares outstanding as of January 4, 2022 (giving effect to the Reverse Share Split) and excludes the following:
|
•
|
9,225,291 Ordinary Shares issuable upon the exercise of options outstanding as of January 4, 2022, granted under the 2016 Plan, at a weighted-average exercise price of $1.1007 per Ordinary Share;
|
•
|
25,965,234 Ordinary Shares which may be issued under the 2022 SIP, which has been approved by the Board of Directors;
|
•
|
7,789,571 Ordinary Shares which may be issued under the 2022 ESPP, which has been approved by the Board of Directors;
|
•
|
33,428 Ordinary Shares which may be issued upon exercise of our outstanding warrants as of January 4, 2022, at a weighted-average exercise price of $202.97 per Ordinary Share; and
|
•
|
15,948 Ordinary Shares which may be issued upon exercise of options outstanding as of January 4, 2022, granted to NBG’s former non-employee directors, at a weighted-average exercise price of $8.6452 per Ordinary Share.
|
•
|
9,225,291 Ordinary Shares issuable upon the exercise of options outstanding as of January 4, 2022, granted under the 2016 Plan, at a weighted-average exercise price of $1.1007 per Ordinary Share;
|
•
|
25,965,234 Ordinary Shares which may be issued under the 2022 SIP, which has been approved by the Board of Directors;
|
•
|
7,789,571 Ordinary Shares which may be issued under the 2022 ESPP, which has been approved by the Board of Directors;
|
•
|
33,428 Ordinary Shares which may be issued upon exercise of our outstanding warrants as of January 4, 2022, at a weighted-average exercise price of $202.97 per Ordinary Share; and
|
•
|
15,948 Ordinary Shares which may be issued upon exercise of options outstanding as of January 4, 2022, granted to NBG’s former non-employee directors, at a weighted-average exercise price of $8.6452 per Ordinary Share.
|
Name of Selling Shareholder(1)
|
| |
Number of Outstanding
Ordinary Shares Owned
Prior to Offering
|
| |
Maximum
Number of
Ordinary Shares
to be Sold
Pursuant to this
Prospectus
|
| |
Number of Ordinary Shares
Owned After Offering
|
||||||
|
| |
Number
|
| |
Percentage
|
| |
|
| |
Number
|
| |
Percentage
|
JADR Consulting Group Pty Limited(2)
|
| |
7,151,612
|
| |
2.7%
|
| |
7,151,612
|
| |
—
|
| |
0.0%
|
Esousa Holdings LLC(3)
|
| |
12,279,050
|
| |
4.7%
|
| |
11,788,301
|
| |
490,749
|
| |
*
|
Acuitas Capital LLC(4)
|
| |
4,162,730
|
| |
1.6%
|
| |
4,162,730
|
| |
—
|
| |
0.0%
|
Jim Fallon(5)
|
| |
832,546
|
| |
*
|
| |
832,546
|
| |
—
|
| |
0.0%
|
Jess Mogul(6)
|
| |
555,031
|
| |
*
|
| |
555,031
|
| |
—
|
| |
0.0%
|
Streeterville Capital, LLC(7)
|
| |
17,338,607
|
| |
6.6%
|
| |
17,338,607
|
| |
—
|
| |
0.0%
|
Cenntro Enterprise Limited(8)
|
| |
65,399,935
|
| |
25.0%
|
| |
65,399,935
|
| |
—
|
| |
0.0%
|
Y Xu LLC(9)
|
| |
7,734,331
|
| |
3.0%
|
| |
7,734,331
|
| |
—
|
| |
0.0%
|
China Leader Group Limited(10)
|
| |
20,918,659
|
| |
8.0%
|
| |
20,918,659
|
| |
—
|
| |
0.0%
|
Trendway Capital Limited(11)
|
| |
6,144,407
|
| |
2.4%
|
| |
6,144,407
|
| |
—
|
| |
0.0%
|
Silver Bridge Capital Group LLC(12)
|
| |
4,669,592
|
| |
1.8%
|
| |
4,669,592
|
| |
—
|
| |
0.0%
|
Jing Lin(13)
|
| |
323,434
|
| |
*
|
| |
323,434
|
| |
—
|
| |
0.0%
|
Yi Hua Chen(13)
|
| |
386,440
|
| |
*
|
| |
386,440
|
| |
—
|
| |
0.0%
|
Achiever Season Limited(14)
|
| |
1,610,169
|
| |
*
|
| |
1,610,169
|
| |
—
|
| |
0.0%
|
Bridgeflowers Technology Limited(15)
|
| |
1,610,169
|
| |
*
|
| |
1,610,169
|
| |
—
|
| |
0.0%
|
Lucky Star International (HK) Limited(16)
|
| |
1,610,169
|
| |
*
|
| |
1,610,169
|
| |
—
|
| |
0.0%
|
Passion Base Limited(17)
|
| |
3,433,027
|
| |
1.3%
|
| |
3,433,027
|
| |
—
|
| |
0.0%
|
Gold Dynasty Limited(18)
|
| |
3,794,399
|
| |
1.5%
|
| |
3,794,399
|
| |
—
|
| |
0.0%
|
Variety Investments Limited(19)
|
| |
161,713
|
| |
*
|
| |
161,713
|
| |
—
|
| |
0.0%
|
Affinity Jade Holdings Limited(20)
|
| |
161,713
|
| |
*
|
| |
161,713
|
| |
—
|
| |
0.0%
|
Name of Selling Shareholder(1)
|
| |
Number of Outstanding
Ordinary Shares Owned
Prior to Offering
|
| |
Maximum
Number of
Ordinary Shares
to be Sold
Pursuant to this
Prospectus
|
| |
Number of Ordinary Shares
Owned After Offering
|
||||||
|
| |
Number
|
| |
Percentage
|
| |
|
| |
Number
|
| |
Percentage
|
Increase Gain International Limited(21)
|
| |
161,713
|
| |
*
|
| |
161,713
|
| |
—
|
| |
0.0%
|
Benjamin Bin Ge(13)
|
| |
800,514
|
| |
*
|
| |
800,514
|
| |
—
|
| |
0.0%
|
Wayne Lin(13)
|
| |
198,786
|
| |
*
|
| |
198,786
|
| |
—
|
| |
0.0%
|
Joanna Lin(13)
|
| |
198,786
|
| |
*
|
| |
198,786
|
| |
—
|
| |
0.0%
|
Wei Tian(13)
|
| |
60,487
|
| |
*
|
| |
60,487
|
| |
—
|
| |
0.0%
|
Xiaoya Yuan(13)
|
| |
19,921
|
| |
*
|
| |
19,921
|
| |
—
|
| |
0.0%
|
Meiying Song(13)
|
| |
23,904
|
| |
*
|
| |
23,904
|
| |
—
|
| |
0.0%
|
Nancy Nian-Tuzz Liu(13)
|
| |
19,920
|
| |
*
|
| |
19,920
|
| |
—
|
| |
0.0%
|
Tao Yuan(13)
|
| |
59,763
|
| |
*
|
| |
59,763
|
| |
—
|
| |
0.0%
|
Bo Yuan(13)
|
| |
59,763
|
| |
*
|
| |
59,763
|
| |
—
|
| |
0.0%
|
Jin Li(13)
|
| |
59,765
|
| |
*
|
| |
59,765
|
| |
—
|
| |
0.0%
|
Ying Li(13)
|
| |
19,921
|
| |
*
|
| |
19,921
|
| |
—
|
| |
0.0%
|
Jian Chun Sun(13)
|
| |
7,156
|
| |
*
|
| |
7,156
|
| |
—
|
| |
0.0%
|
Champion Tech Ltd.(22)
|
| |
59,635
|
| |
*
|
| |
59,635
|
| |
—
|
| |
0.0%
|
David Lifeng Chen(13)
|
| |
19,878
|
| |
*
|
| |
19,878
|
| |
—
|
| |
0.0%
|
Hao Zhou(13)
|
| |
39,756
|
| |
*
|
| |
39,756
|
| |
—
|
| |
0.0%
|
Yang Liu(13)
|
| |
19,877
|
| |
*
|
| |
19,877
|
| |
—
|
| |
0.0%
|
Hua Wang(13)
|
| |
19,878
|
| |
*
|
| |
19,878
|
| |
—
|
| |
0.0%
|
Jiahua Wang(13)
|
| |
46,516
|
| |
*
|
| |
46,516
|
| |
—
|
| |
0.0%
|
Soo Yeon Ryoo(13)
|
| |
20,541
|
| |
*
|
| |
20,541
|
| |
—
|
| |
0.0%
|
Lawrence Firestone(13)
|
| |
7,156
|
| |
*
|
| |
7,156
|
| |
—
|
| |
0.0%
|
Empower Fund I, L.P.(23)
|
| |
6,867,952
|
| |
2.6%
|
| |
6,867,952
|
| |
—
|
| |
0.0%
|
MYDC Investment & Consulting Limited(24)
|
| |
1,073,446
|
| |
*
|
| |
1,073,446
|
| |
—
|
| |
0.0%
|
Risehigh Global Limited(25)
|
| |
1,073,446
|
| |
*
|
| |
1,073,446
|
| |
—
|
| |
0.0%
|
Long Great Holdings Limited(26)
|
| |
1,073,446
|
| |
*
|
| |
1,073,446
|
| |
—
|
| |
0.0%
|
Danen Ventures Investment Limited(27)
|
| |
1,073,446
|
| |
*
|
| |
1,073,446
|
| |
—
|
| |
0.0%
|
First Infosec International Holding Limited(28)
|
| |
1,073,446
|
| |
*
|
| |
1,073,446
|
| |
—
|
| |
0.0%
|
Innovation Works Capital Limited(29)
|
| |
1,073,446
|
| |
*
|
| |
1,073,446
|
| |
—
|
| |
0.0%
|
Progresswise Limited(30)
|
| |
1,073,446
|
| |
*
|
| |
1,073,446
|
| |
—
|
| |
0.0%
|
White Palace International Limited(31)
|
| |
2,890,970
|
| |
1.1%
|
| |
2,890,970
|
| |
—
|
| |
0.0%
|
China Angel Investment Management Limited(32)
|
| |
161,716
|
| |
*
|
| |
161,716
|
| |
—
|
| |
0.0%
|
Dragon Season Investments Limited(33)
|
| |
712,724
|
| |
*
|
| |
712,724
|
| |
—
|
| |
0.0%
|
China Logistic Investment Holding (5) Limited(34)
|
| |
5,598,431
|
| |
2.1%
|
| |
5,598,431
|
| |
—
|
| |
0.0%
|
Charlene Limited(35)
|
| |
99,392
|
| |
*
|
| |
99,392
|
| |
—
|
| |
0.0%
|
Longling Capital Ltd(36)
|
| |
3,374,915
|
| |
1.3%
|
| |
3,374,915
|
| |
—
|
| |
0.0%
|
Andrew Shape(37)
|
| |
10,655
|
| |
*
|
| |
10,631
|
| |
24
|
| |
*
|
Fitzalan Advisory Pty Ltd.(38)
|
| |
8,119
|
| |
*
|
| |
8,119
|
| |
—
|
| |
0.0%
|
Simon Tripp(13)(39)
|
| |
9,299
|
| |
*
|
| |
9,037
|
| |
262
|
| |
*
|
*
|
Represents beneficial ownership of less than 1%.
|
1)
|
The percent of beneficial ownership for the Selling Shareholders is based on 261,256,205 Ordinary Shares outstanding as of January 4, 2022 and excludes the following:
|
a.
|
9,225,291 Ordinary Shares issuable upon the exercise of options outstanding as of January 4, 2022, granted under the 2016 Plan, at a weighted-average exercise price of $1.1007 per Ordinary Share;
|
b.
|
25,965,234 Ordinary Shares which may be issued under our Cenntro Electric Group Limited 2022 Stock Incentive Plan (the “2022 SIP”), which has been approved by the Board of Directors;
|
c.
|
7,789,571 Ordinary Shares which may be issued under the Cenntro Electric Group Limited 2022 Employee Stock Purchase Plan (the “2022 ESPP”), which has been approved by the Board of Directors;
|
d.
|
33,428 Ordinary Shares which may be issued upon exercise of our outstanding warrants as of January 4, 2022, at a weighted-average exercise price of $202.97 per Ordinary Share; and
|
e.
|
15,948 Ordinary Shares which may be issued upon exercise of options outstanding as of January 4, 2022, granted to NBG’s former non-employee directors, at a weighted-average exercise price of $8.6452 per Ordinary Share.
|
2)
|
Includes 7,151,612 Ordinary Shares received by JADR Consulting Group Pty Ltd (“JADR”) in connection with the Incentive Award. Justin Davis-Rice, NBG’s former chief executive officer and one of our directors, has sole authority to vote and dispose of the securities held by JADR and therefore may be deemed to indirectly beneficially own the shares held by JADR. Mr. Davis-Rice disclaims beneficial ownership of these securities. The address for JADR is Suite 61.06, Level 61, MLC Centre, 25 Martin Place, Sydney NSW 2000.
|
3)
|
Includes 8,325,459 Ordinary Shares issued to Esousa Holdings LLC (“Esousa”) in connection with the Distribution following the completion of the Combination, 3,462,842 Ordinary Shares issued to Esousa in connection with the December 2021 Private Placement and 490,749 Ordinary Shares otherwise held by Esousa, which Ordinary Shares remain outstanding and are not being registered for resale under this registration statement. Michael Wachs holds all of the membership interests of Esousa. Voting and dispositive power with respect to the shares held by Esousa is exercised by Mr. Wachs, the sole and Managing Member of Esousa. Mr. Wachs disclaims beneficial ownership with respect to the shares held by Esousa. The business address of Esousa and Mr. Wachs is 211 East 43rd Street, Suite 402, New York, NY 10017.
|
4)
|
Represents Ordinary Shares issued to Acuitas Capital LLC (“Acuitas”) in connection with the Distribution following the completion of the Combination. Terren Peizer has voting and dispositive power over the shares held by Acuitas and therefore may be deemed to indirectly beneficially own the shares held by Acuitas. Mr. Peizer disclaimers beneficial ownership of these securities. The business address of this entity is 11601 Wilshire Blvd Suite 1100, Los Angeles, California 90025.
|
5)
|
Represents Ordinary Shares issued to Mr. Fallon in connection with the Distribution following the completion of the Combination. The address of Mr. Fallon is 137 W 83rd Street Apt 5W, New York, New York 10017.
|
6)
|
Represents Ordinary Shares issued to Ms. Mogul in connection with the Distribution following the completion of the Combination. The address of Ms. Mogul is 347 W 87th Street Apt 2R, New York, New York 10024.
|
7)
|
Includes 13,875,765 Ordinary Shares issued to Streeterville Capital, LLC (“Streeterville”) in connection with the Distribution following the completion of the Combination and 3,462,842 Ordinary Shares issued to Streeterville in connection with the December 2021 Private Placement. John M. Fife is the sole member of Streeterville Management LLC, which is the Manager of Streeterville and therefore may be deemed to indirectly beneficially own the shares held by Streeterville. The business address for Streeterville is 303 E Wacker Drive, Suite 1040, Chicago, Illinois 60601.
|
8)
|
Peter Z. Wang, our Chief Executive Officer and one of our directors, is the sole director and sole shareholder of Cenntro Enterprise Limited (“CEL”). Mr. Wang has voting and/or investment power over the securities held by CEL and as a result may be deemed to beneficially own the securities held by CEL. In connection with the Combination, CEL agreed to enter into a lock-up agreement pursuant to which it has agreed not to sell its Ordinary Shares acquired in the Combination for a period of 180 days following the date of the Closing without our consent. The address of CEL is c/o Cenntro Electric Group Limited, 501 Okerson Road, Freehold, New Jersey 00728.
|
9)
|
Yuqing Xu is the sole member of Y Xu LLC and may be deemed to beneficially own the securities held by Y Xu LLC. Yuqing Xu has voting and/or investment power over the securities held by Y Xu LLC. The address of Y Xu LLC is 24500 Big Basin Way, Saratoga, CA 95070, US.
|
10)
|
China Leader Group Limited (“China Leader”) is an entity ultimately owned by Yeung Heung Yeung, one of the directors of CAG. Yeung Heung Yeung has voting and/or investment power over the securities held by China Leader and as a result may be deemed to beneficially own the securities held by China Leader. In connection with the Combination, China Leader Group Limited agreed to enter into a lock-up agreement pursuant to which it has agreed not to sell its Ordinary Shares acquired in the Combination for a period of 180 days following the date of the Closing without our consent. The address of China Leader is Flat B, 29 Floor, Tower 1, Starcrest, 9 Star Street, Wan Chai, Hong Kong.
|
11)
|
Peter Z. Wang, our Chief Executive Officer and one of our directors, is the sole director and sole shareholder of Trendway Capital Limited (“TCL”). Mr. Wang has voting and/or investment power over the securities held by TCL and as a result may be deemed to beneficially own the securities held by TCL. In connection with the Combination, TCL agreed to enter into a lock-up agreement pursuant to which it has agreed not to sell its Ordinary Shares acquired in the Combination for a period of 180 days following the date of the Closing without our consent. The address of TCL is c/o Cenntro Electric Group Limited, 501 Okerson Road, Freehold, New Jersey 00728.
|
12)
|
Jing Tian is the sole member of Silver Bridge Capital Group (“Silver Bridge”) and has voting and/or investment power over the securities held by Silver Bridge. As a result, Jing Tian may be deemed to beneficially own the securities held by Silver Bridge. The address of Silver Bridge is 4952 160Th CT SE, Bellevue, WA 98006, US.
|
13)
|
The address of such Selling Shareholder is c/o Cenntro Electric Group Limited, 501 Okerson Road, Freehold, New Jersey 07728.
|
14)
|
Ding, Changyu is the sole shareholder in Achiever Season Limited (“Achiever”) and has voting and/or investment power over the securities held by Achiever. As a result, Mr. Ding may be deemed to beneficially own the securities held by Achiever. The address of Achiever is 5-1701, Beijing Golf Apartment, No. 8, Xili South District, Chaoyang Park, Chaoyang District, Beijing 100125.
|
15)
|
Tang Rong is the sole shareholder in Bridgeflowers Technology Limited (“Bridgeflower”) and may be deemed to beneficially own the securities held by Bridgeflower. The address of Bridgeflower is Jingjiyujingfeng 2-3-5505, Nanshan, Shenzhen, Guangdong, China 518000.
|
16)
|
Lucy Lu is the sole shareholder and sole director of Lucky Star International (HK) Limited (“Lucky Star”) and may be deemed to beneficially own the securities held by Lucky Star. The address of the Lucky Star is Flat/Rr 705 Sunbeam Plaza, 1155 Canton Road, Mongkok, Kowloon, Hong Kong.
|
17)
|
Qing Tan is the sole shareholder of Passion Base Limited (“Passion”). Qing Tan has voting and/or investment power over the securities held by Passion and may be deemed to beneficially own the securities held by Passion. The address of Passion is Unit 2908, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong.
|
18)
|
Zhang Ning is the sole director and sole shareholder of Gold Dynasty Limited (“Gold Dynasty”). Zhang Ning has voting and/or investment power over the securities held by Gold Dynasty and may be deemed to beneficially own the securities held by Gold Dynasty. The address of the Gold Dynasty is Room 2501, Shanghai Tower, No. 501, Middle Yincheng Rd, Pudong New District, Shanghai 200120.
|
19)
|
Ju Xiong Wei is the sole shareholder of Variety Investments Limited (“Variety”). Ju Xiong Wei has voting and/or investment power over the securities held by Variety and may be deemed to beneficially own the securities held by Variety. The address of Variety is c/o Cenntro Electric Group Limited, 501 Okerson Road, Freehold, New Jersey 07728.
|
20)
|
Huan Hu is the sole shareholder of Affinity Jade Holdings Limited (“Affinity”). Huan Hu has voting and/or investment power over the securities held by Affinity and may be deemed to beneficially own the securities held by Affinity. The address of Affinity is 238 Orchard Boulevard #17-05, Singapore 237973.
|
21)
|
Qi Xiaopeng is the sole shareholder of Increase Gain International Limited (“Increase”). Qi Xiaopeng has voting and/or investment power over the securities held by Increase and may be deemed to beneficially own the securities held by Increase. The address of Increase is Room 801, Unit 5, Building 3, Dinglijiayuan, No.56 Youanmen Wai Dajie, Fengtai District, Beijing, China.
|
22)
|
Cheng, Su-Yeh is the sole shareholder of Champion Tech Ltd. (“Champion”). Cheng, Su-Yeh has voting and/or investment power over the securities held by Champion and may be deemed to beneficially own the securities held by Champion. The address of Champion is 5F, No.190-1, Xueqin Rd., Sanxia Dist., New Taipei City 237627, Taiwan.
|
23)
|
Empower Partners Limited (“Empower Partners”) is the general partner of Empower Fund I, L.P. (“Empower”). Zhang Min is the director of Empower Partners. Zhang Min has voting and/or investment power over the securities held by Empower and may be deemed to beneficially own the securities held by Empower. Each of Zhang Min and Empower Partners disclaims beneficial ownership of these securities. The address of Empower is B705, 28 Xuanhua Road, Changning District, Shanghai.
|
24)
|
Zhang Min is the sole shareholder of MYDC Investment & Consulting Limited (“MYDC”). Zhang Min has voting and/or investment power over the securities held by MYDC and may be deemed to beneficially own the securities held by MYDC. The address of MYDC is B705, 28 Xuanhua Road, Changning District, Shanghai.
|
25)
|
Liqing Zeng is the sole shareholder of Risehigh Global Limited (“Risehigh”). Liqing Zeng has voting and/or investment power over the securities held by Risehigh and may be deemed to beneficially own the securities held by Risehigh. The address of Risehigh is 1702B, 17/F, International Commerce Centre, 1 Austin Road West, Tsim Sha Tsui, Kowloon, Hong Kong.
|
26)
|
Rosy Glow Holdings Limited (“Rosy Glow”) is the sole shareholder of Long Great Holdings Limited (“Long Great”). Xiaoping Xu is the sole shareholder of Rosy Glow. Xiaoping Xu has voting and/or investment power over the securities held by Long Great and may be deemed to beneficially own the securities held by Long Great. The address of Long Great is c/o Cenntro Electric Group Limited, 501 Okerson Road, Freehold, New Jersey 07728.
|
27)
|
Daihong Ling is the sole shareholder of Danen Ventures Investment Limited (“Danen”). Daihong Ling has voting and/or investment power over the securities held by Danen and may be deemed to beneficially own the securities held by Danen. The address of Danen is 7F China Merchants Tower, No.1166, Wanghai Road, Shekou, Nanshan District, Shen Zhen, Guangdong 518067.
|
28)
|
Shihui Hu is the sole shareholder of First Infosec International Holding Limited (“First Infosec”). Shihui Hu has voting and/or investment power over the securities held by First Infosec and may be deemed to beneficially own the securities held by First Infosec. The address of First Infosec is RM.201, Aio Space, 798 West Street, No. 2 Jiuxianqiao Road, 798 ArtDist, Chaoyang District, Beijing 100020.
|
29)
|
Kai-Fu Lee is the sole shareholder of Innovation Works Capital Limited (“Innovation Works”). Kai-Fu Lee has voting and/or investment power over the securities held by Innovation Works and may be deemed to beneficially own the securities held by Innovation Works. The address of Innovation Works is 11F, Dinghao Tower B, No. 3, Haidian Street, Haidian District, Beijing 100080.
|
30)
|
Boquan He is the sole shareholder of Progresswise Limited (“Progresswise”). Boquan He has voting and/or investment power over the securities held by Progresswise and may be deemed to beneficially own the securities held by Progresswise. The address of Progresswise is Suite 1709, Tower Two, Times Square 1 Matheson Street, Causeway Bay, Hong Kong.
|
31)
|
Qing Tan is the sole shareholder of White Palace International Limited (“White Palace”). Qing Tan has voting and/or investment power over the securities held by White Palace and may be deemed to beneficially own the securities held by White Palace. The address of White Palace is Unit 2908, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong.
|
32)
|
Jiang Qi Hang is the sole shareholder of China Angel Investment Management Limited (“China Angel”). Jiang Qi Hang has voting and/or investment power over the securities held by China Angel and may be deemed to beneficially own the securities held by China Angel. The address of China Angel is Room B, 37/F, Tower 2, Phase 6, 8 Bel Air Avenue, Hong Kong.
|
33)
|
Wei Lin is the sole shareholder of Dragon Season Investments Limited (“Dragon Season”). Wei Lin has voting and/or investment power over the securities held by Dragon Season and may be deemed to beneficially own the securities held by Dragon Season. The address of Dragon Season is 1-17-B Hengteguoji, Nanming District, Guiyang, Guizhou 550002.
|
34)
|
GLP Pte. Ltd (“GLP”) is the ultimate controlling owner of China Logistic Investment Holding (5) Limited (“China Logistic”) and may be deemed to indirectly beneficially own the securities held by China Logistic. GLP disclaims beneficial ownership of these securities. The address of China Logistic and GLP is 10F, GLP Tower, No.3, Lane 2389, Zhangyang Road, Pudong New District, Shanghai 200135.
|
35)
|
Zhou Ying is the sole shareholder and sole director of Charlene Limited. (“Charlene”). Zhou Ying has voting and/or investment power over the securities held by Charlene and may be deemed to beneficially own the securities held by Charlene. The address of Charlene is Rm 301, No. 40, Lane 858, Wan Hang Du Rd. Shanghai 200042.
|
36)
|
Cai Wensheng is the sole shareholder of Longling Capital Ltd (“Longling Capital”) Caio Wensheng has voting and/or investment power over the securities held by Longling Capital and may be deemed to beneficially own the securities held by Longling Capital. The address of Longling Capital is 75B, Sun Tower, The Arch, 1 Austin Road West, Kowloon, Hong Kong.
|
37)
|
Includes 5,315 Ordinary Shares held by Mr. Shape, 5,316 Ordinary Shares issuable upon exercise of options held by Mr. Shape and 24 Ordinary Shares otherwise held by Mr. Shape. 24 Ordinary Shares are not being registered for resale under this registration statement. The address of Mr. Shape is 2 Heritage Drive, Suite 600, Quincy, Massachusetts 02171.
|
38)
|
Includes 2,803 Ordinary Shares held by Mr. Fitzalan and 5,316 Ordinary Shares issuable upon exercise of options held by Mr. Fitzalan. The address of Mr. Fitzalan is PO Box 385, Double Bay, New South Wales 1360, Australia.
|
39)
|
Includes 3,721 Ordinary Shares held by Mr. Tripp, 5,316 Ordinary Shares issuable upon exercise of options held by Mr. Tripp and 262 Ordinary Shares held of record by Van Zyl Tripp Pty Ltd, an entity controlled by Mr. Tripp. 262 Ordinary Shares are not being registered for resale under this registration statement.
|
•
|
on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;
|
•
|
in the over-the-counter market;
|
•
|
in transactions otherwise than on these exchanges or systems or in the over-the-counter market;
|
•
|
through the writing or settlement of options, whether such options are listed on an options exchange or otherwise;
|
•
|
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
•
|
block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
|
•
|
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
|
•
|
an exchange distribution in accordance with the rules of the applicable exchange;
|
•
|
privately negotiated transactions;
|
•
|
short sales made after the date the Registration Statement is effective;
|
•
|
broker-dealers may agree with a selling securityholder to sell a specified number of such shares at a stipulated price per share;
|
•
|
a combination of any such methods of sale; and
|
•
|
any other method permitted pursuant to applicable law.
|
Itemized expense
|
| |
Amount
|
SEC registration fee
|
| |
$94,842.68
|
Legal fees and expenses
|
| |
$80,000
|
Accounting fees and expenses
|
| |
$20,000
|
Miscellaneous
|
| |
$5,157.32
|
Total
|
| |
$200,000
|
•
|
NBG’s Annual Report on Form 20-F filed with the SEC on May 18, 2021;
|
•
|
NBG’s report on Form 6-K filed with the SEC on November 4, 2021 containing our unaudited interim condensed consolidated financial statements and the related notes thereto as of and for the six months ended July 31, 2021;
|
•
|
NBG’s reports on Form 6-K filed with the SEC on February 1, 2021, February 23, 2021, February 25, 2021, March 10, 2021, March 12, 2021, April 21, 2021, April 23, 2021, April 29, 2021, April 30, 2021, June 23, 2021, July 6, 2021, July 7, 2021, August 25, 2021, September 29, 2021, October 27, 2021, November 4, 2021, November 8, 2021, November 17, 2021, November 24, 2021, December 14, 2021, December 21, 2021, January 3, 2022, and January 5, 2022; and
|
•
|
the description of our Ordinary Shares contained in NBG’s registration statement on Form 8-A (No. 001-38544) filed with the SEC pursuant to Section 12(b) of the Exchange Act, together with any amendments or reports filed with the SEC for the purposes of updating such description.
|
Item 8.
|
Indemnification of Directors and Officers.
|
(a)
|
owed to the company or a related body corporate;
|
(b)
|
for a pecuniary penalty or compensation order made in accordance with the Corporations Act; or
|
(c)
|
that is owed to someone other than the company or a related body corporate and did not arise out of conduct in good faith.
|
(a)
|
defending or resisting proceedings in which the person is found to have a liability of the type described above;
|
(b)
|
in defending or resisting criminal proceedings in which the person is found guilty;
|
(c)
|
in defending or resisting proceedings brought by the Australian corporate regulator or a liquidator for a court order if the grounds for making the order are found to have been established; or
|
(d)
|
in connection with proceedings for relief to the person under the Corporations Act in which the Court denies the relief.
|
Item 9.
|
Exhibits.
|
Exhibit
No.
|
| |
Description
|
| |
Stock Purchase Agreement, dated as of November 5, 2021 by and among Naked Brand Group Limited ACN 619 054 938, Cenntro Automotive Group Limited (a Cayman Islands Company), Cenntro Automotive Group Limited (a Hong Kong company), Cenntro Automotive Corporation and Cenntro Electric Group, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Report of Foreign Private Issuer on Form 6-K, File No. 001-38544, filed with the SEC on November 8, 2021).
|
|
|
| |
|
| |
Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Report of Foreign Private Issuer on Form 6-K, File No. 001-38544, filed with the SEC on January 5, 2022).
|
|
|
| |
|
| |
Registration Rights Agreement, dated as of December 30, 2021 by and among Naked Brand Group Limited and the other parties thereto (incorporated by reference to Exhibit 10.2 to the Company’s Report of Foreign Private Issuer on Form 6-K, File No. 001-38544, filed with the SEC on January 5, 2022).
|
|
|
| |
|
| |
Form of Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Report of Foreign Private Issuer on Form 6-K, File No. 001-38544, filed with the SEC on December 21, 2021).
|
|
|
| |
|
| |
Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Report of Foreign Private Issuer on Form 6-K, File No. 001-38544, filed with the SEC on December 21, 2021).
|
|
|
| |
|
| |
Opinion of MinterEllison.
|
|
|
| |
|
| |
Consent of BDO Audit Pty Ltd.
|
|
|
| |
|
| |
Consent of Marcum Bernstein & Pinchuk LLP.
|
|
|
| |
|
| |
Consent of MinterEllison (included in Exhibit 5.1).
|
|
|
| |
|
| |
Power of attorney (included on signature page).
|
Item 10.
|
Undertakings.
|
|
| |
CENNTRO ELECTRIC GROUP LIMITED
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Peter Z. Wang
|
|
| |
|
| |
Peter Z. Wang
|
|
| |
|
| |
Chief Executive Officer
|
Name
|
| |
Title
|
| |
Date
|
/s/ Peter Z. Wang
|
| |
Chief Executive Officer, Managing Director
and Chairman (Principal Executive Officer)
|
| |
January 6, 2022
|
Peter Z. Wang
|
| |
|
|||
|
| |
|
| |
|
/s/ Edmond Cheng
|
| |
Chief Financial Officer (Principal Financial Officer
and Principal Accounting Officer)
|
| |
January 6, 2022
|
Edmond Cheng
|
| |
|
|||
|
| |
|
| |
|
/s/ Chris Thorne
|
| |
Director
|
| |
January 6, 2022
|
Chris Thorne
|
| |
|
| |
|
|
| |
|
| |
|
/s/ Joe Tong
|
| |
Director
|
| |
January 6, 2022
|
Joe Tong
|
| |
|
| |
|
|
| |
|
| |
|
/s/ Justin Davis-Rice
|
| |
Director
|
| |
January 6, 2022
|
Justin Davis-Rice
|
| |
|
| |
|
|
| |
|
| |
|
/s/ Simon Tripp
|
| |
Director
|
| |
January 6, 2022
|
Simon Tripp
|
| |
|
| |
|
Cenntro Automotive Corporation
|
| |
|
|||
|
| |
|
| |
|
By:
|
| |
/s/ Peter Z. Wang
|
| |
|
Name:
|
| |
Peter Z. Wang
|
| |
|
Title:
|
| |
Chief Executive Officer
|
| |
|
Date:
|
| |
January 6, 2022
|
| |
|
1 Year Cenntro Electric Chart |
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