UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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CENNTRO ELECTRIC GROUP LIMITED

(Exact name of registrant as specified in its charter)

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Cenntro Electric Group Limited Amended and Restated 2016 Incentive Stock Option Plan

Cenntro Electric Group Limited 2022 Stock Incentive Plan

Cenntro Electric Group Limited 2022 Employee Stock Purchase Plan

(Full titles of the plans)

Peter Z. Wang

Chief Executive Officer

Cenntro Electric Group Limited

501 Okerson Road

Freehold, New Jersey 07728

(Name and address of agent for service)

(732) 820-6757

(Telephone number, including area code, of agent for service)

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Copies to:

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

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CALCULATION OF REGISTRATION FEE

 

The Registration Statement shall become effective upon filing in accordance with Rule 462 under the Securities Act.

EXPLANATORY NOTE

On November 5, 2021, Cenntro Electric Group Limited (formerly known as Naked Brand Group Limited) ACN 619 054 938 (the “Registrant,” “we,” “us,” or “our”) entered into a Stock Purchase Agreement (the “Acquisition Agreement”) with Cenntro Automotive Group Limited, a Cayman Islands company limited by shares (“CAG”), Cenntro Automotive Group Limited, a Hong Kong private limited company and wholly owned subsidiary of CAG (“CAG HK”), Cenntro Automotive Corporation, a Delaware corporation and wholly owned subsidiary of CAG (“CAC”) and Cenntro Electric Group, Inc., a Delaware corporation and wholly owned subsidiary of CAG (“CEG” and, together with CAG HK and CAC, “Cenntro”). Pursuant to the Acquisition Agreement, Naked Brand Group Limited (“NBG”) purchased from CAG all of the issued and outstanding share capital or capital stock, as applicable, of Cenntro in exchange for an aggregate of 174,853,546 Ordinary Shares of NBG and the conversion of stock options to purchase CAG ordinary shares under the 2016 Plan into stock options to purchase an aggregate of 9,225,291 Ordinary Shares of the Company (the “Combination”). The closing of the Combination occurred on December 30, 2021. In connection with the closing of the Combination, NBG changed its name to “Cenntro Electric Group Limited.” Pursuant to the Acquisition Agreement, the Registrant assumed the 2016 Plan and each option to purchase ordinary shares of CAG that was outstanding and unexercised immediately prior to the effective time of the Combination under the 2016 Plan, whether or not vested, was converted into and became an option to purchase Ordinary Shares of the Registrant. Following the closing of the Combination, on December 30, 2021 the board of directors of the Company adopted the 2022 Plan and the ESPP. This Registration Statement on Form S-8 is being filed for the purpose of registering shares of the Registrant’s Ordinary Shares issuable under the 2016 Plan, the 2022 Plan and the ESPP.

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement on Form S-8 (the “Registration Statement”) in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of Form S-8.

 

The document(s) containing the information specified in Part I will be sent or given to employees as specified by Rule 428(b)(1) of the Securities Act. Such documents are not required to be, and are not, filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act.

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

The following documents filed by the Registrant with the Securities and Exchange Commission (the “Commission”) are hereby incorporated by reference in this Registration Statement:

 

 

 

 

 

 

Not applicable.

 

Not applicable.

The Registrant has agreed to indemnify current and past directors and other executive officers of the Registrant on a full indemnity basis and to the fullest extent permitted by law against all liabilities incurred by the director or officer as a result of their holding office in the Registrant or a related body corporate.

The Registrant currently maintains insurance for each director and officer against any liability incurred by the director or officer as a result of their holding office in the Registrant or a related body corporate.

Under the Australian Corporations Act 2001 (Cth) (the “Corporations Act”), a company incorporated in Australia or a related body corporate of it must not indemnify (other than for legal costs) a person against any liabilities incurred as an officer or auditor of the company if it is a liability:

In addition, a company or related body corporate must not indemnify a person against legal costs incurred in defending an action for a liability incurred as an officer or auditor of the company if the costs are incurred in:

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or persons controlling us pursuant to the foregoing provisions, the Registrant has been informed that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

Not applicable.

The undersigned Registrant hereby undertakes:

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Freehold, New Jersey, on the 5^th day of January, 2022.

 

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