Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
* The exhibit
to this Exhibit has been omitted in accordance with Regulation S-K Item 601(b)(2). Naked agrees to furnish supplementally a
copy of the omitted exhibit to the SEC upon its request.
** Furnished
herewith.
Additional Information and Where to Find It
As permitted by the Jumpstart Our Business
Startups Act of 2012, or JOBS Act, Holdco has confidentially submitted the Registration Statement to the Securities and Exchange
Commission (the “SEC”), which includes a preliminary proxy statement/prospectus that is both the proxy statement to
be distributed to holders of the Naked’s common stock in connection with the solicitation by Naked of proxies for the vote
by the stockholders on the business combination and the prospectus to be delivered by Holdco in connection with the distribution
of its securities to such holders. The proxy statement/prospectus will be mailed to stockholders of Naked as of a record date to
be established for voting on the proposed business combination. Such documents are not currently available and will not be available
until the SEC completes its review of the Registration Statement. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT
TO THE BUSINESS COMBINATION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT
MATERIALS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT NAKED, BENDON AND HOLDCO AND THE PROPOSED BUSINESS COMBINATION. Stockholders will also be able to obtain
copies of the Registration Statement which includes the proxy statement/prospectus and other relevant materials containing important
information about Naked, Bendon and Holdco, without charge, once publicly filed and available, at the SEC’s Internet site
at http://www.sec.gov or by directing a request to: Naked Brand Group Inc., 180 Madison Avenue, Suite 1505, New York,
New York, 10016, Attention: Investor Relations; and/or on Bendon’s website at www.bendongroup.com or by directing a written
request to Bendon Limited, 8 Airpark Drive, Airport Oaks, Auckland 2022, New Zealand or by emailing lucy.martyn@bendon.com.
Participants in the Solicitation
This is not a solicitation of a proxy from
any investor or security holder. Naked and its directors and executive officers, under SEC rules, may be deemed to be participants
in the solicitation of proxies of Naked’s stockholders in connection with the proposed Merger. Investors and security holders
may obtain more detailed information regarding the names and interests in the proposed Merger of Naked’s directors and officers
in Naked’s filings with the SEC. Additional information regarding the directors and executive officers of Naked is also included
in Naked’s Annual Report on Form 10-K for the year ended January 31, 2017. Information regarding the persons who may, under
SEC rules, be deemed participants in the solicitation of proxies to Naked’s shareholders in connection with the proposed
Merger will be set forth in the proxy statement/prospectus for the proposed Merger when available. This document will be available
free of charge at the SEC’s web site (www.sec.gov) and from Naked’s Investor Relations department at the address described
above.
No Offer or Solicitation
This Current Report on Form 8-K shall neither
constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in
any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction.
Forward-Looking Statements
Certain statements either contained in
or incorporated by reference into this Current Report on Form 8-K, other than purely historical information, including estimates,
projections and statements relating to Naked’s or Bendon’s business plans, objectives and expected operating results,
and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements,
other than statements of historical facts, included in or incorporated by reference into this communication regarding strategy,
future operations, future transactions, future financial position, future revenue, projected expenses, prospects, plans and objectives
of management are forward-looking statements. Examples of such statements include, but are not limited to, statements regarding:
Holdco’s anticipated listing on the Nasdaq Capital Market in connection with the closing of the proposed business combination;
the public filing and effectiveness of the proxy statement/prospectus; and the completion of the proposed business combination;
expectations regarding the capitalization, resources and ownership structure of Holdco; the adequacy of Holdco’s capital
to support its future operations; Naked’s and Bendon’s plans, objectives, expectations and intentions; the nature,
strategy and focus of the combined company; the executive and board structure of Holdco; and expectations regarding voting by Naked’s
stockholders. Naked, Bendon and/or Holdco may not actually achieve the plans, carry out the intentions or meet the expectations
disclosed in the forward-looking statements and you should not place undue reliance on these forward-looking statements. Such statements
are based on management’s current expectations and involve risks and uncertainties. Actual results and performance could
differ materially from those projected in the forward-looking statements as a result of many factors, including, without limitation,
risks and uncertainties associated with the ability of Naked, Holdco and Bendon to consummate the transaction contemplated by the
Merger Agreement, the risk that one or more of the conditions to closing contained in the Merger Agreement may not be satisfied,
including, without limitation, the receipt of stockholder approval of the Naked stockholders, the effectiveness of the Registration
Statement or the listing of Holdco’s ordinary shares on the Nasdaq Capital Market, the risk that the parties may otherwise
be unable to consummate the proposed business combination, and the risk that competing offers or acquisition proposals will be
made. Naked, Bendon and Holdco disclaim any intent or obligation to update these forward-looking statements to reflect events or
circumstances that exist after the date on which they were made.