UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of report (Date of earliest event reported):
August 5, 2019
DD3 Acquisition
Corp.
(Exact name of registrant as specified in its charter)
British Virgin Islands
(State or other jurisdiction
of incorporation)
|
001-38700
(Commission File Number)
|
N/A
(I.R.S. Employer
Identification No.)
|
c/o DD3 Mex Acquisition Corp
Pedregal 24, 4th Floor
Colonia Molino del Rey, Del. Miguel Hidalgo
Mexico City, Mexico
(Address of principal executive
offices)
|
11040
(Zip Code)
|
+52 (55) 8647-0417
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate
box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
|
x
|
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
|
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
|
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
|
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section
12(b) of the Act:
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Units, each consisting of one Ordinary Share and one Warrant
|
|
DDMXU
|
|
The Nasdaq Stock Market LLC
|
Ordinary Shares, no par value per share
|
|
DDMX
|
|
The Nasdaq Stock Market LLC
|
Warrants, each warrant exercisable for one Ordinary Share at an exercise price of $11.50
|
|
DDMXW
|
|
The Nasdaq Stock Market LLC
|
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
x
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 13(a) of the Exchange Act.
¨
Item 7.01. Regulation FD Disclosure
On August 5, 2019,
DD3 Acquisition Corp., a British Virgin Islands company (“DD3”) issued a press release announcing the execution of
a Combination and Stock Purchase Agreement (the “Agreement”) among DD3, Campalier, S.A. de C.V., a Mexican
sociedad
anónima de capital variable
, Promotora Forteza, S.A. de C.V., a Mexican
sociedad anónima de capital variable
,
Strevo, S.A. de C.V., a Mexican
sociedad anónima de capital variable
, Betterware de México, S.A. de C.V.,
a Mexican
sociedad anónima de capital variable
(“Betterware”), BLSM Latino América Servicios,
S.A. de C.V., a Mexican
sociedad anónima de capital variable
(“BLSM”), and, solely for the purposes
set forth in Article XI of the Agreement, DD3 Mex Acquisition Corp, S.A. de C.V., a Mexican
sociedad anónima de capital
variable
, pursuant to which DD3 agreed to merge with and into Betterware in a transaction (the “Transaction”)
that will result in Betterware surviving the merger and BLSM becoming a wholly-owned subsidiary of Betterware, and announcing
that DD3 will make a presentation regarding the Transaction on August 6, 2019 at 11:00 a.m., Eastern Time (the “Conference
Call”). A copy of the press release, which includes information regarding participation in the Conference Call, is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
Attached as Exhibit
99.2 to this Current Report on Form 8-K and incorporated herein by reference is the form of presentation to be used by DD3 in presentations
for certain of DD3’s shareholders and other persons. Such exhibit and the information set forth therein shall not be deemed
to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act.
Additional Information
In connection with
the proposed Transaction, a registration statement on Form F-4 will be filed with the U.S. Securities and Exchange Commission (the
“SEC”) that will include a preliminary proxy statement of DD3 that also will constitute a prospectus of Betterware.
DD3 will mail a definitive proxy statement and other relevant documents to the shareholders of DD3. Shareholders of DD3 and other
interested persons are advised to read, when available, the preliminary proxy statement, and amendments thereto, and definitive
proxy statement in connection with DD3’s solicitation of proxies for the special meeting to be held to approve the Transaction
because these proxy statements will contain important information about DD3, Betterware and the Transaction. The definitive proxy
statement will be mailed to shareholders of DD3 as of a record date to be established for voting on the Transaction. Shareholders
will also be able to obtain copies of the proxy statement, without charge, once available, at the SEC’s Internet site at
http://www.sec.gov or by directing a request to: DD3 Acquisition Corp., c/o DD3 Mex Acquisition Corp, Pedregal 24, 4th Floor, Colonia
Molino del Rey, Del. Miguel Hidalgo, 11040 Mexico City, Mexico, or by calling +52 (55) 8647-0417.
Participants in the Solicitation
DD3, Betterware and
their respective directors and executive officers may be considered participants in the solicitation of proxies with respect to
the proposed Transaction under the rules of the SEC. Information about the directors and executive officers of DD3 is set forth
in the final prospectus for DD3’s initial public offering, which was filed with the SEC on October 12, 2018.
Information regarding
the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders in connection with
the proposed Transaction will be set forth in the proxy statement when it is filed with the SEC. These documents can be obtained
free of charge from the sources indicated above.
Non-Solicitation
This communication
is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the
proposed Transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of DD3 or Betterware,
nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would
be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities
shall be made except by means of a definitive document.
Forward-looking Statements
This communication
includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions
under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied
by words such as “believe,” “may,” “will,” “estimate,” “continue,”
“anticipate,” “intend,” “expect,” “should,” “would,” “plan,”
“predict,” “potential,” “seem,” “seek,” “future,” “outlook,”
and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These
forward-looking statements include, but are not limited to, statements regarding projections, estimates and forecasts of revenue
and other financial and performance metrics and projections of market opportunity and expectations, and the closing of the proposed
Transaction. These statements are based on various assumptions and on the current expectations of DD3 and Betterware management
and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and
are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive
statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions.
Many actual events and circumstances are beyond the control of DD3 and Betterware. These forward-looking statements are subject
to a number of risks and uncertainties, including changes in Betterware’s clients’ preferences, prospects and the competitive
conditions prevailing in the industries in which Betterware operates; the inability of the parties to successfully or timely
consummate the proposed Transaction, including the risk that any required regulatory approvals are not obtained, are delayed or
are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed
Transaction or that the approval of the shareholders of DD3 for the proposed Transaction is not obtained; failure to realize
the anticipated benefits of the proposed Transaction, including as a result of a delay in consummating the proposed Transaction
or a delay or difficulty in integrating the businesses of DD3 and Betterware; the amount of redemption requests made by DD3’s
shareholders; the ability to meet Nasdaq’s listing standards following the consummation of the proposed Transaction;
those factors discussed in DD3’s final prospectus for its initial public offering filed with the SEC on October 12, 2018
under the heading “Risk Factors,” and other documents of DD3 filed, or to be filed, with the SEC. If the risks materialize
or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.
There may be additional risks that neither DD3 nor Betterware presently know or that DD3 and Betterware currently believe are immaterial
that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking
statements reflect DD3’s and Betterware’s expectations, plans or forecasts of future events and views as of the date
of this Current Report on Form 8-K. DD3 and Betterware anticipate that subsequent events and developments will cause DD3’s
and Betterware’s assessments to change. However, while DD3 and Betterware may elect to update these forward-looking statements
at some point in the future, DD3 and Betterware specifically disclaim any obligation to do so. These forward-looking statements
should not be relied upon as representing DD3’s and Betterware’s assessments as of any date subsequent to the date
of this Current Report on Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Item 8.01. Other Events.
See Item 7.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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.
|
DD3 Acquisition Corp.
|
|
|
|
|
|
By:
|
/s/ Martin Werner
|
|
|
|
Name: Martin Werner
|
|
|
|
Title: Chief Executive Officer
|
|
Date: August 5, 2019
DD3 Acquisition Corporat... (NASDAQ:DDMXU)
Historical Stock Chart
From Jun 2024 to Jul 2024
DD3 Acquisition Corporat... (NASDAQ:DDMXU)
Historical Stock Chart
From Jul 2023 to Jul 2024