UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
CENNTRO ELECTRIC GROUP
LIMITED |
(Name of Issuer) |
Ordinary Shares, no par
value |
(Title of Class of
Securities) |
December 31, 2021 |
(Date of Event Which Requires Filing
of This Statement) |
Check the Appropriate box to designate the rule pursuant to which
this schedule is filed:
The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the
disclosures provided in a prior cover page.
The information required in 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).
|
1 |
|
NAME OF REPORTING PERSONS |
|
|
|
|
|
Esousa Holdings LLC
27-0492860
|
|
|
|
|
|
|
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* |
(a) |
¨ |
|
|
|
|
|
|
|
|
|
(b) |
¨ |
|
|
|
|
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
New
York |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
|
|
0 |
|
|
|
SHARES |
|
6 |
|
SHARED VOTING POWER |
|
|
|
BENEFICIALLY |
|
|
|
0 |
|
|
|
|
OWNED BY |
|
7 |
|
SOLE DISPOSITIVE POWER |
|
|
|
EACH |
|
|
|
0 |
|
|
|
REPORTING |
|
8 |
|
SHARED DISPOSITIVE POWER |
|
|
|
PERSON WITH |
|
|
|
0 |
|
|
|
|
9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON |
|
|
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
10 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* |
¨ |
|
|
|
|
|
|
|
11 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
9 |
|
|
|
|
|
0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
12 |
|
TYPE OF REPORTING PERSON* |
|
|
|
|
|
OO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSONS |
|
|
|
|
|
Michael Wachs |
|
|
|
|
|
|
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* |
(a) |
¨ |
|
|
|
|
|
|
|
|
|
(b) |
¨ |
|
|
|
|
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
United States |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
|
|
0 |
|
|
|
SHARES |
|
6 |
|
SHARED VOTING POWER |
|
|
|
BENEFICIALLY |
|
|
|
0 |
|
|
|
|
OWNED BY |
|
7 |
|
SOLE DISPOSITIVE POWER |
|
|
|
EACH |
|
|
|
0 |
|
|
|
REPORTING |
|
8 |
|
SHARED DISPOSITIVE POWER |
|
|
|
PERSON WITH |
|
|
|
0 |
|
|
|
|
9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON |
|
|
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
10 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* |
¨ |
|
|
|
|
|
|
|
11 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
9 |
|
|
|
|
|
0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
12 |
|
TYPE OF REPORTING PERSON* |
|
|
|
|
|
IN |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 1 (a). Name of Issuer:
Cenntro Electric Group Limited (f/k/a Naked Brand Group Limited)
(the “Issuer”)
Item 1 (b). Address of Issuer's
Principal Executive Offices:
501 Okerson Road
Freehold, New Jersey
07728
Item 2 (a). Name of Person
Filing:
This Schedule 13G/A is being
filed on behalf of (i) Esousa Holdings LLC, a New York limited
liability company (“Esousa”) and (ii) Michael Wachs (“Mr. Wachs,”
and, together with Esousa, the “Reporting Persons”).
Mr. 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.
Item 2 (b). Address of Principal
Business Office or, if None, Residence:
211 East 43rd Street, Suite 402
New York, NY 10017
Item 2 (c). Citizenship:
Esousa is a limited liability company organized under the laws of
the State of New York, United States of America. Mr. Wachs is a
citizen of the United States.
Item 2 (d). Title of Class of
Securities:
Ordinary Shares, without par value (the “Ordinary Shares”)
Item 2 (e). CUSIP Number:
Q6519V120
Item 3. If this statement is filed pursuant to Rules
13d-1(b), or 13d-2(b) or (c), check whether the person filing is
a:
(a) ¨ Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o);
(b) ¨ Bank as defined in
section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) ¨ Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d) ¨ Investment company
registered under Section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8);
(e) ¨ An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f) ¨ An employee benefit
plan or endowment fund in accordance with §
240.13d-1(b)(1)(ii)(F);
(g) ¨ A parent holding
company or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
(h) ¨ A savings association
as defined in Section 3(b) of the Federal Deposit Insurance Act (12
U.S.C. 1813);
(i) ¨ A
church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act (15
U.S.C. 80a-3):
(j) ¨ A non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J);
(k) ¨ Group, in accordance
with § 240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with §
240.13d-1(b)(1)(ii)(J), please specify the type of institution:
__
Item 4. Ownership.
Provide the following information regarding the aggregate number
and percentage of the class of securities identified in Item 1.
The information as of the date of the event which requires filing
of this statement required by Items 4(a) – (c) is set forth in Rows
5 – 11 of the cover page for the Reporting Persons hereto and is
incorporated herein by reference. The percentage set forth in Row
11 of the cover page for the Reporting Persons is based on
261,256,205 Ordinary Shares
outstanding as of January 4, 2022.
Item 5. Ownership of Five Percent or Less of a
Class.
If the statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following x
Item 6. Ownership of More than Five Percent on
Behalf of Another Person.
N/A
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company.
N/A
Item 8. Identification and Classification of Members
of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification.
N/A
EXHIBIT INDEX
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
February 14, 2022
|
By: |
/s/ Michael Wachs |
|
|
Michael Wachs |
|
|
|
ESOUSA HOLDINGS
LLC |
|
|
|
|
By: |
/s/ Michael Wachs |
|
|
Michael Wachs |
|
|
Managing Member |
Cenntro Electric (NASDAQ:NAKD)
Historical Stock Chart
From May 2022 to Jun 2022
Cenntro Electric (NASDAQ:NAKD)
Historical Stock Chart
From Jun 2021 to Jun 2022