UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
6-K
REPORT OF
FOREIGN PRIVATE ISSUER
PURSUANT TO
RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES
EXCHANGE ACT OF 1934
For the month of: April
2022
Commission File Number:
001-38544
CENNTRO ELECTRIC GROUP LIMITED
(Translation of registrant’s name
into English)
501 Okerson Road, Freehold, New
Jersey 07728
(Address of Principal Executive
Offices)
Indicate by check mark whether
the registrant files or will file annual reports under cover Form
20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the
registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the
registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7): ☐
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Item 4.01. |
Changes in
Registrant’s Certifying Accountant.
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As
previously disclosed on December 31, 2021, Cenntro Electric Group
Limited ACN 619 054 938 (formerly known as Naked Brand Group
Limited (“NBG”)) (the
“Company”) completed its
acquisition (the “Combination”) of the outstanding
capital stock of three entities comprising Cenntro Automotive Group
(“Cenntro”) and changed its
name from Naked Brand Group Limited to Cenntro Electric Group
Limited. The Combination was accounted for as a reverse
recapitalization in accordance with U.S. generally accepted
accounting principles (“U.S.
GAAP”) and, under such method of accounting, Cenntro was
treated as the acquirer for accounting purposes. As a result,
following the consummation of the Combination, Cenntro’s financial
statements became the financial statements of the Company.
Additionally, as previously reported, in connection with the
closing of the Combination, the board of directors of the Company
adopted resolutions approving the change in the Company’s fiscal
year from January 31 to December 31, to match the historical fiscal
year of Cenntro.
Prior to the closing of the Combination, BDO Audit Pty Ltd
(“BDO”) served as the
independent registered public accounting firm to NBG. On February
14, 2022, in light of the fact that Cenntro’s financial statements
became the Company’s financial statements following the closing of
the Combination, BDO notified the Company and the Australian
Securities and Investments Commission (“ASIC”) of its intention to resign as
the independent registered public accounting firm of the Company,
subject to the consent for its resignation from ASIC as required
under the Australian Corporations
Act 2001 (Cth) (“Corporations Act”). On April 1, 2022,
ASIC consented to BDO’s resignation and, on April 4, 2022, BDO’s
resignation became effective.
Subject to ASIC’s consent to BDO’s resignation and effective
on April 4, 2022, the Company engaged Marcum Bernstein &
Pinchuk LLP (“MBP”) as its
independent registered public accounting firm to audit the
Company’s financial statements for the year ended December 31, 2021
in accordance with U.S. GAAP and not for the purposes of the
Corporations Act. The engagement of MBP was approved by the audit
committee (the “Audit
Committee”) of the board of directors of the Company and
ratified by the board of directors. MBP served as the independent
registered public accounting firm of Cenntro prior to the closing
of the Combination.
The
reports of BDO on the financial statements of NBG for the fiscal
years ended January 31, 2021 and 2020 did not contain an adverse
opinion or disclaimer of opinion, and they were not qualified or
modified as to uncertainty, audit scope or accounting principles,
except that such report for the year ended January 31, 2020
included a paragraph regarding substantial doubt about the
Company’s ability to continue as a going concern. During the fiscal
year ended January 31, 2021 and the subsequent interim period
preceding their resignation (including the year ended December 31,
2021), there was no disagreement between NBG and BDO, whether or
not resolved to the satisfaction of BDO, on any matter of
accounting principles or practices, financial statement disclosure
or auditing scope or procedure, which, if not resolved to the
satisfaction of BDO, would have caused them to make reference to
the subject matter of the disagreement in connection with their
report on our financial statements.
During NBG’s two most recent fiscal years or the subsequent interim
period preceding BDO’s resignation (including the year ended
December 31, 2021), there were no “reportable events” (as described
in Item 304(a)(1)(v) of Regulation S-K) other than the material
weakness in NBG’s internal controls identified for the periods
ended January 31, 2021 and 2020, relating to (i) management’s lack
of maintaining appropriate staffing in its accounting department
with the appropriate level of technical expertise and experience,
resulting in insufficient oversight of the financial reporting
function, (ii) the lack of a formally implemented system of
internal control over financial reporting and associated written
documentation of such internal control policies and procedures,
(iii) the lack of appropriate oversight by the board of directors,
especially the audit committee, in ensuring remediation of
weaknesses in its financial reporting and internal controls, (iv)
the lack of design controls to understand and evaluate non-routine
transactions and (v) the lack of regular compensation committee
meetings held during the year, which material weaknesses were
previously disclosed.
During the Company’s two most recent fiscal years and the
subsequent interim period preceding BDO’s resignation (including
the year ended December 31, 2021), the Company did not consult MBP
regarding either (i) the application of accounting principles to a
specified transaction, either completed or proposed, or the type of
audit opinion that might be rendered on the Company’s financial
statements, and neither a written report nor oral advice was
provided to the Company that MBP concluded was an important factor
considered by the Company in reaching a decision as to any
accounting, auditing or financial reporting issue, or (ii) any
matter that was either the subject of a disagreement (as described
in Item 304(a)(1)(iv) of Regulation S-K) or a “reportable event”
(as described in Item 304(a)(1)(v) of Regulation S-K).
The
Company has provided BDO with a copy of the foregoing disclosures
and has requested that BDO furnish it with a letter addressed to
the SEC stating whether it agrees with the statements set forth
above and, if not, stating the respects in which it does not agree.
A copy of BDO’s letter, dated April 4, 2022, is filed as Exhibit
16.1 to this report.
The
Audit Committee’s decision to engage MBP and BDO’s decision to
resign was made as a result of the consummation of the Combination,
including the reverse recapitalization nature of the Combination
pursuant to which the historical financial statements of Cenntro
became the historical financial statements of the Company.
The
Company remains subject to obligations under the Corporations Act,
including financial reporting obligations that require the Company
to prepare, audit and lodge with ASIC financial reports audited in
accordance with Australian Accounting Standards and Interpretations
issued by the Australian Accounting Standards Board. As a result,
subject to ASIC’s consent to BDO’s resignation and effective on
April 4, 2022, the Company appointed Wis Audit Pty Ltd to act as
its ASIC-registered independent auditor for the purposes of
statutory compliance with the Corporations Act.
The information contained in this Form 6-K shall be incorporated by
reference in the Company’s registration statements on Form F-3 and
F-1 (File Nos. 333-226192, 333-230757, 333-232229, 333-235801,
333-243751, 333-249490, 333-249547, 333-254245, 333-256258 and
333-262039) and the prospectuses included therein.
Exhibits
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Exhibit No.
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Description
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Letter, dated April 4, 2022 from BDO Audit Pty Ltd addressed
to the U.S. Securities and Exchange Commission.
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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.
Dated: April 4, 2022
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CENNTRO ELECTRIC GROUP LIMITED
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By:
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/s/ Peter Z. Wang
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Name:
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Peter Z. Wang
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Title:
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Chief Executive Officer
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