Washington, D.C. 20549
(Name, Address and Telephone
Number of Person Authorized to Receive Notices and
Communications)
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).
2
Calculation of the percentage of Ordinary Shares beneficially owned
assumes 261,256,205 Ordinary Shares outstanding as of January 4,
2022, based on the Issuer’s Report of Foreign Private Issuer on
Form 6-K filed with the SEC on January 5, 2022.
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Item 1. |
Security and Issuer.
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The class of
equity security to which this statement on Schedule 13D relates is
ordinary shares, no par value (the “Ordinary Shares”), of
Cenntro Electric Group Limited ACN 619 054 938, an Australian
public limited company (f/k/a Naked Brand Group Limited
(“NBG”)) (the “Issuer”). The address of the principal
executive offices of the Issuer is 501 Okerson Road, Freehold, New
Jersey 07728.
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Item 2. |
Identity and Background.
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(a), (b), (c) and (f) This Statement is being filed
jointly on behalf of the following persons (collectively, the
“Reporting Persons”):
(i) China
Leader Group Limited, a British Virgin Islands company
(“CLGL”); and
(ii) Yeung
Heung Yeung, a Hong Kong citizen;
The agreement
among the Reporting Persons relating to the joint filing of this
Schedule 13D is attached to this Schedule 13D as Exhibit
99.1.
CLGL is
wholly-owned by Yeung Heung Yeung. Mr. Yeung has sole voting and
dispositive power over the Ordinary Shares held CLGL. The principal
business of CLGL is investment. Mr. Yeung is a director of CAG (as
defined below).
The principal
business address of each of the Reporting Persons is c/o Cenntro
Electric Group Limited, 501 Okerson Road, Freehold, New Jersey
07728.
(d) and (e) During the last five years, none of
the Reporting Persons have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or have been
a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of which such person was
or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
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Item 3. |
Source and Amount of Funds or Other
Consideration.
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All of the
Ordinary Shares of the Issuer reported herein as beneficially owned
by the Reporting Persons were acquired in connection with that
certain Stock Purchase Agreement, dated as of November 5, 2021 (as
amended, the “Acquisition Agreement”), by and among the NBG,
Cenntro Automotive Group Limited, a Cayman Islands exempted company
with limited liability (“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, NBG purchased from CAG (i) all of the issued
and outstanding ordinary shares of CAG HK (the “CAG HK
Shares”), (ii) all of the issued and outstanding shares of
common stock, par value US$0.001 per share, of CAC (the “CAC
Shares”), and (iii) all of the issued and outstanding shares of
common stock, par value US$0.01 per share, of CEG (the “CEG
Shares” and, together with the CAG HK Shares and the CAC
Shares, the “Cenntro Shares”) (the “Combination”).
The Combination closed on December 30, 2021 (the
“Closing”). The aggregate purchase price for the
Cenntro Shares was 174,853,546 Ordinary Shares (the
“Acquisition Shares”) (as determined in
accordance with the Acquisition Agreement) and the assumption of
options to purchase an aggregate of 9,225,291 Ordinary Shares under
the Cenntro Electric Group Limited Amended and Restated 2016
Incentive Stock Option Plan. On January 4, 2022, CAG distributed
the Acquisition Shares to the holders of its capital stock in
accordance with (i) the Acquisition Agreement and (ii) CAG’s Third
Amended and Restated Memorandum and Articles of Association (the
“Distribution”). Pursuant to the Distribution, CLGL
received 20,918,659 Ordinary Shares.
Immediately
after the Closing, NBG changed its name from “Naked Brand Group
Limited” to “Cenntro Electric Group Limited,” and the business
conducted by Cenntro became the business conducted by the Issuer.
Notwithstanding the legal form of the transaction, the Combination
was accounted for as a reverse recapitalization in which Cenntro
was determined to be the accounting acquirer.
This summary
is qualified by the actual terms of the Acquisition Agreement, a
copy of which is attached as Exhibit 99.3 to this Schedule 13D and
is incorporated herein by reference.
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Item 4. |
Purpose of Transaction.
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The
information contained above in Item 1 and Item 3 of this Schedule
13D is incorporated herein by reference. The Reporting Persons
acquired the securities of the Issuer pursuant to the Acquisition
Agreement and the Distribution related thereto. Subject to the
Lock-up Agreement described in Item 6 of this Schedule 13D, the
Reporting Persons may from time to time buy or sell securities of
the Issuer as they may deem appropriate.
Except as
described in this Schedule 13D, the Reporting Persons do not have
any present plans or proposals that relate to or would result in
any of the actions described in subparagraphs (a) through (j) of
Item 4 of Schedule 13D, although, subject to the agreements
described herein, the Reporting Persons, at any time and from time
to time, may review, reconsider and change their position and/or
change their purpose and/or develop such plans and may seek to
influence management of the Issuer or the Board with respect to the
business and affairs of the Issuer and may from time to time
consider pursuing or proposing such matters with advisors, the
Issuer or other persons.
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Item 5.
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Interest in Securities of the
Issuer.
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The
information contained in Item 3 of this Schedule 13D is
incorporated by reference herein.
(a), (b) The responses of the Reporting
Persons with respect to Rows 7 through 13 of the respective cover
pages of the individual Reporting Persons to this Schedule 13D are
incorporated herein by reference.
The Reporting
Persons’ aggregate percentage of beneficial ownership is
approximately 8.0% of the outstanding Ordinary Shares of the date
of this report. Calculations of the percentage of the Ordinary
Shares beneficially owned in this Schedule 13D assume 261,256,205
Ordinary Shares outstanding as of January 4, 2022, based on the
Issuer’s Report of Foreign Private Issuer on Form 6-K filed with
the SEC on January 5, 2022.
CLGL
beneficially owns 20,918,659 Ordinary Shares, representing 8.0% of
the Issuer’s outstanding Ordinary Shares. CLGL is wholly-owned by
Mr. Yeung and Mr. Yueng has sole voting power and sole dispositive
power with respect to the Ordinary Shares held by CLGL.
Accordingly, Mr. Yeung may be deemed to beneficially own the
20,918,659 Ordinary Shares directly held by CLGL.
The filing of
this Schedule 13D shall not be construed as an admission that any
such person is, for the purposes of sections 13(d) or 13(g) of the
Act, the beneficial owner of any securities covered by this
Schedule 13D, other than those Ordinary Shares held of record by
such Reporting Person.
(c) Except as set forth in this
Schedule 13D, none of the Reporting Persons has engaged in any
transaction with respect to the Ordinary Shares during the sixty
days prior to the date of filing of this Schedule 13D.
(d) To the best knowledge of the
Reporting Persons, no one other than the Reporting Persons, or the
members or affiliates of the Reporting Persons, is known to have
the right to receive, or the power to direct the receipt of,
dividends from, or proceeds from the sale of, the Ordinary Shares
reported herein as beneficially owned by the Reporting
Persons.
(e) Not applicable.
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Item 6. |
Contracts, Arrangements,
Understandings or Relationships with Respect to the Securities of
the Issuer.
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Lock-Up Agreement
At the Closing, pursuant to
requirements in the Acquisition Agreement, NBG entered into a
lock-up agreement (the “Lock-Up Agreement”) with each of
CLGL, Cenntro Enterprise Limited (“CEL”) and Trendway
Capital Limited (“TCL” and, together with CEL and CLGL, the
“Lock-Up Parties”). Each of CEL and TCL is owned by Mr.
Peter Z. Wang, the Managing Director, Chairman and Chief Executive
Officer of the Issuer. The Lock-Up Parties are each principal
shareholders of CAG. Pursuant to the Lock-Up Agreement, the Lock-Up
Parties agreed not to transfer the Acquisition Shares beneficially
owned or owned of record by them, which represents an aggregate of
92,463,001 shares, for a period of 180 days following the Closing.
The book-entry positions evidencing the Acquisition Shares issued
to the Lock-Up Parties include prominent disclosure or bear a
prominent legend evidencing the fact that such shares are subject
to such lock-up provisions.
This summary is qualified by the
actual terms of the Form of Lock-Up Agreement, a copy of which is
attached as Exhibit 99.4 to this Schedule 13D and is incorporated
herein by reference.
Registration Rights Agreement
At the Closing, NBG entered into a
registration rights agreement (the “Registration Rights
Agreement”) with certain shareholders of CAG (including CLGL),
Justin Davis-Rice, the former Chief Executive Officer of NBG and
current director of the Issuer, and other signatories thereto,
pursuant to which the holders were granted the right to have
registered for resale under the Securities Act Ordinary Shares,
including the Acquisition Shares and certain Ordinary Shares and
Ordinary Shares underlying options awarded as compensation (such
shares, the “Registrable Securities”), subject to certain
conditions set forth therein. Pursuant to the Registration Rights
Agreement, the Issuer filed a registration statement registering
the resale of the Registrable Securities on January 6, 2022.
This summary is qualified by the
actual terms of the Registration Rights Agreement, a copy of which
is attached as Exhibit 99.5 to this Schedule 13D and is
incorporated herein by reference.
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Item 7. |
Materials to be Filed as
Exhibits.
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Joint Filing Agreement by and among the Reporting
Persons.
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Power of Attorney.
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Exhibit 99.3
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Stock Purchase Agreement, dated November 5, 2021, by and among
Naked Brand Group Limited ACN 619 054 938, Cenntro Automotive Group
Limited (Cayman), Cenntro Automotive Group Limited (Hong Kong),
Cenntro Automotive Corporation and Cenntro Electric Group, Inc.
(incorporated by reference to Exhibit 10.1 to the Issuer’s Report
of Foreign Private Issuer on Form 6-K, File No. 001-38544, filed
with the SEC on November 8, 2021).
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Exhibit 99.4
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Form of Lock-Up Agreement (incorporated by reference to
Exhibit 10.4 to the Issuer’s Report of Foreign Private Issuer on
Form 6-K, File No. 001-38544, filed with the SEC on November 8,
2021).
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Exhibit 99.5
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Registration Rights Agreement, dated December 30, 2021, by and
among Naked Brand Group Limited and the investors party thereto
(incorporated by reference to Exhibit 10.2 to the Issuer’s Report
of Foreign Private Issuer on Form 6-K, File No. 001-38544, filed
with the SEC on January 5, 2022).
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SIGNATURES
After reasonable inquiry and to the
best knowledge and belief of the undersigned, such person certifies
that the information set forth in this Statement with respect to
such person is true, complete and correct.
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Dated January 26, 2022
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China Leader Group Limited
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By:
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/s/ Yeung Heung Yeung
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Name: Yeung Heung Yeung
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Title: Authorized Signatory
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Yeung Heung Yeung
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/s/ Yeung Heung Yeung
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