UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of
the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
|
☐
|
Preliminary Proxy Statement
|
|
☐
|
Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
|
|
☐
|
Definitive Proxy Statement
|
|
☒
|
Definitive Additional Materials
|
|
☐
|
Soliciting Material under §240.14a-12
|
DD3 ACQUISITION CORP.
(Name of Registrant as Specified In Its
Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|
☐
|
Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.
|
|
(1)
|
Title of each class of securities to which transaction applies:
|
|
|
|
|
|
|
|
(2)
|
Aggregate number of securities to which transaction applies:
|
|
|
|
|
|
|
|
(3)
|
Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
|
|
|
|
|
|
|
|
(4)
|
Proposed maximum aggregate value of transaction:
|
|
|
|
|
☐
|
Fee paid previously with preliminary materials.
|
|
☐
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and
the date of its filing.
|
|
|
|
|
(1)
|
Amount Previously Paid:
|
|
|
|
|
|
|
|
(2)
|
Form, Schedule or Registration Statement No.
|
|
|
|
Prospectus Supplement
(To Prospectus dated January 22, 2020)
SUPPLEMENT
TO
PROXY STATEMENT/PROSPECTUS
This proxy statement/prospectus
supplement, dated February 4, 2020 (this “Supplement”), supplements the proxy statement of DD3 Acquisition Corp. (“DD3”)
and the prospectus of Betterware de México, S.A. de C.V. (“Betterware”), dated January 22, 2020 (the “Proxy
Statement/Prospectus”), relating to a proposed business combination of DD3 and Betterware, pursuant to which DD3 will merge
with and into Betterware (the “Merger”) with Betterware surviving the Merger (the “combined company”) and
BLSM Latino América Servicios, S.A. de C.V. (“BLSM”), becoming a wholly-owned subsidiary of the combined company
(the “Business Combination”). This Supplement should be read in conjunction with the Proxy Statement/Prospectus, which
was previously mailed to DD3’s shareholders on or about January 22, 2020. The information in this Supplement is qualified
by reference to the Proxy Statement/Prospectus, except to the extent information in this Supplement updates or supersedes the information
contained in the Proxy Statement/Prospectus.
The purpose of this
Supplement is to provide information regarding developments in connection with the Business Combination. The Business Combination
is currently expected to close as promptly as reasonably possible following DD3’s special meeting of shareholders to approve
the Business Combination on February 7, 2020.
The special meeting
of DD3’s shareholders will be held on February 7, 2020, at 11:00 a.m., Eastern time, at the offices of Greenberg Traurig,
LLP, located at the MetLife Building, 200 Park Avenue, New York, NY 10166. In order to exercise your redemption rights, you must,
prior to 4:30 p.m., Eastern time, on February 5, 2020 (two business days before the special meeting), both: (i) submit a written
request to DD3’s transfer agent that DD3 redeem your public shares for cash, and (ii) deliver your public shares to DD3’s
transfer agent physically or electronically through Depository Trust Company, or DTC, as described in the Proxy Statement/Prospectus.
See “Risk
Factors” beginning on page 41 of the Proxy Statement/Prospectus for factors you should consider in connection with the Business
Combination.
SUPPLEMENTAL
DISCLOSURES
As described in the
Proxy Statement/Prospectus, on August 2, 2019, DD3 entered into a Combination and Stock Purchase Agreement (the “Business
Combination Agreement”) with Campalier, S.A. de C.V. (“Campalier”), Promotora Forteza, S.A. de C.V. (“Forteza”),
Strevo, S.A. de C.V. (“Strevo”, and together with Campalier and Forteza, the “Sellers”), Betterware, BLSM,
and, solely for the purposes set forth in Article XI of the Business Combination Agreement, DD3 Mex Acquisition Corp, S.A. de C.V.
(“DD3 Mexico”), which was amended on September 23, 2019 pursuant to the Amendment Agreement to the Combination and
Stock Purchase Agreement (the “First Amendment”).
On February 3, 2020,
DD3, the Sellers, Betterware, BLSM and DD3 Mexico entered into the Second Amendment Agreement to the Combination and Stock Purchase
Agreement (the “Second Amendment”). The Second Amendment, among other things, (i) permits the purchase price to be
mutually determined by the parties based upon the amount of cash available in the trust account on the date of the special meeting
and for such purchase price to be payable at closing in cash or transferred as a liability to Betterware as part of the Merger
and (ii) extends the date on which the Business Combination Agreement may be terminated by either DD3 or the Sellers if the closing
has not yet occurred from January 31, 2020 to March 15, 2020. Other than as modified pursuant to the First Amendment and the Second
Amendment, the Business Combination Agreement remains in full force and effect.
A copy of the Second
Amendment is attached to this Supplement as Annex A and is incorporated herein by reference, and the foregoing description of the
Second Amendment is qualified in its entirety by reference thereto.
This Supplement updates
the disclosure in the sections entitled “The Business Combination” and “The Business Combination Agreement”
beginning on pages 72 and 97, respectively, of the Proxy Statement/Prospectus and any other applicable section of the Proxy Statement/Prospectus.
WHERE YOU CAN FIND MORE INFORMATION
DD3 files reports,
proxy statements/prospectuses and other information with the SEC as required by the Exchange Act. You can read DD3’s SEC
filings, including the Proxy Statement/Prospectus and this Supplement, over the Internet at the SEC’s website at http://www.sec.gov.
You may also read and copy any document DD3 files with the SEC at the SEC public reference room located at 100 F Street, N.E.,
Room 1580 Washington, D.C., 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC
at 1-800-SEC-0330. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public
Reference Section, 100 F Street, N.E., Washington, D.C. 20549.
If you would like
additional copies of the Proxy Statement/Prospectus or if you have questions about the Business Combination or the proposals to
be presented at the special meeting, you should contact DD3 by telephone or in writing:
DD3 Acquisition Corp.
c/o DD3 Mex Acquisition
Corp
Pedregal 24, 4th Floor
Colonia Molino del
Rey, Del. Miguel Hidalgo
11040 Mexico City,
Mexico
Telephone: +52 (55)
8647-0417
Email: contact@dd3.mx
You may also obtain
these documents by requesting them in writing or by telephone from DD3’s proxy solicitation agent at the following address
and telephone number:
Morrow Sodali LLC
470 West Avenue, Suite
3000
Stamford, CT 06902
Toll free: (800) 662-5200
Tel: (203) 658-9400
Email: ddmx.info@morrowsodali.com
All information contained
or incorporated by reference in the Proxy Statement/Prospectus or this Supplement relating to DD3 has been supplied by DD3, and
all such information relating to Betterware has been supplied by Betterware. Information provided by either DD3 or Betterware does
not constitute any representation, estimate or projection of any other party.
Neither DD3 nor
Betterware has authorized anyone to give any information or make any representation about the Business Combination or their companies
that is different from, or in addition to, that contained in this Supplement or the Proxy Statement/Prospectus or in any of the
materials that have been incorporated in this Supplement or the Proxy Statement/Prospectus. Therefore, if anyone does give you
information of this sort, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell, or solicitations
of offers to exchange or purchase, the securities offered by the Proxy Statement/Prospectus or the solicitation of proxies is unlawful,
or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in the Proxy Statement/Prospectus
does not extend to you. The information contained in the Proxy Statement/Prospectus or this Supplement speaks only as of the date
of the Proxy Statement/Prospectus, or this Supplement, as applicable, unless the information specifically indicates that another
date applies.
FORWARD-LOOKING STATEMENTS
Please
refer to the section entitled “Cautionary Note Regarding Forward-Looking Statements” beginning on page 39 of the Proxy
Statement/Prospectus.
* * *
If you have already
returned a validly executed proxy card, your votes will be recorded unless you submit a subsequent proxy or otherwise revoke your
prior proxy prior to the special meeting. If your shares are held in “street name” you may revoke any prior vote or
proxy by following the procedures provided to you by your bank or broker until 11:59 p.m., Eastern Time, on February 6, 2020.
NEITHER THE SECURITIES
AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE PROXY
STATEMENT/PROSPECTUS OR THIS SUPPLEMENT OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS
OR FAIRNESS OF THE BUSINESS COMBINATION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURES IN THE PROXY STATEMENT/PROSPECTUS
OR THIS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This Supplement is dated February 4,
2020.
Annex A
SECOND
AMENDMENT AGREEMENT
TO
THE COMBINATION AND STOCK PURCHASE AGREEMENT
This
Second Amendment Agreement to the Combination and Stock Purchase Agreement (this “Amendment Agreement”)
is entered into effective as of February 3rd, 2020 in connection with that certain Combination and Stock Purchase Agreement dated
as of August 2, 2019 (as such agreement has been amended, amended and restated or restated from time to time, the “BCA”)
by and among DD3 Acquisition Corp., a British Virgin Islands company, as buyer (“Buyer”),
Campalier, S.A. de C.V., a Mexican sociedad anónima de capital variable (“Campalier”),
Promotora Forteza, S.A. de C.V., a Mexican sociedad anónima de capital variable (“Forteza”),
and Strevo, S.A. de C.V., a Mexican sociedad anónima de capital variable (“Strevo”,
and together with Campalier and Forteza, “Sellers”), Betterware de México, S.A. de C.V.,
a Mexican sociedad anónima de capital variable (“BWM”), BLSM Latino América
Servicios, S.A. de C.V., a Mexican sociedad anónima de capital variable (“BLSM”,
and together with BWM, the “Companies”), and DD3 Mex Acquisition Corp., S.A. de C.V., (“DD3
Mexico” or “Buyer’s Representative”). All capitalized terms not otherwise
defined herein shall have the meanings ascribed thereto under the BCA.
WHEREAS,
pursuant to Section 12.4 of the BCA, the BCA may be amended or modified by an instrument in writing signed by the party against
which such amendment or waiver is sought to be enforced.
NOW,
THEREFORE, in consideration of the agreements contained herein, the parties hereto hereby agree as follows:
FIRST.
Section 2.1 “Purchase and Sale” included under Article II of the BCA is hereby amended and restated in its entirety
to read as follows:
2.1 Purchase
and Sale. On the terms and subject to the conditions set forth in this Agreement, on or prior to the Merger:
Sellers
agree to sell to Buyer, and Buyer agrees to purchase from Sellers, the Purchased Shares free of any Encumbrances. Each Seller
waives any rights of first refusal or similar rights that such Seller may have relating to Buyer’s purchase of the Purchased
Shares, whether conferred by any of the Companies’ Organizational Documents, by Contract or otherwise.
The
purchase and sale of the Purchased Shares shall become effective on the Closing Date.
SECOND.
Section 2.2 “Purchase Price” included under Article II of the BCA is hereby amended and restated in its entirety to
read as follows:
2.2 Purchase
Price. On the Closing Date, Sellers and Buyer agree that Sellers shall be entitled to receive from Buyer as cash consideration
for the Purchased Shares (the “Purchase Price”), an amount to be mutually determined between the Parties
based upon the amount of funds available in the Trust Fund at the date of the Buyer Shareholders’ Meeting, provided that
the maximum cash consideration payable as Purchase Price by Buyer to Sellers shall not exceed from $30,000,000 (thirty million
dollars). The Parties further agree that the number of Purchased Shares may be proportionally adjusted upon mutual agreement considering
the amount agreed upon as Purchase Price.
Any
amount of funds deposited in the Trust Fund on the Closing Date in excess of the maximum cash consideration to be paid as Purchase
Price as set forth above will remain as an asset of Buyer and will be transferred to BWM as provided for in the Merger Agreement.
THIRD.
Section 2.3 “Merger of Buyer and BWM” included under Article II of the BCA is hereby amended and restated in its entirety
to read as follows:
2.3 Merger
of Buyer and BWM. Immediately after the Merger is approved by the shareholders of BWM and Buyer, the Parties shall enter into
the Merger Agreement which will become effective between the Parties and Buyer on the Effective Time. Under the terms of the Merger
Agreement, Buyer will merge with and into BWM and cease its legal existence, BWM shall continue as the surviving company of the
Merger (the “Surviving Company”) and BLSM will continue its existence as a wholly-owned subsidiary of
BWM. All (a) warrants and UPOs issued by Buyer and outstanding prior to the Effective Time of the Merger shall be exchanged and
replaced by the same number of warrants and UPOs issued by the Surviving Company with the same terms and conditions as those previously
agreed with Buyer; and (b) the BWM Shares issued and outstanding immediately prior to the Effective Time, including those BWM
Shares purchased by Buyer pursuant to this Agreement, shall be cancelled and exchanged for newly issued shares of the Surviving
Company (the “Surviving Company Shares”) representing 100% of the total outstanding shares of the Surviving
Company Shares. The Surviving Company Shares will be allocated among Sellers and the shareholders of Buyer as follows:
(a) Sellers’
Surviving Company Shares. (i) To the extent Sellers are entitled to receive $30,000,00 (thirty million dollars) in cash consideration
as Purchase Price, Sellers will be entitled to receive 28,700,000 (twenty eight million seven hundred thousand) of Surviving Company
Shares or (ii) if Sellers are entitled to receive less than 30,000,00 (thirty million dollars) in cash consideration as Purchase
Price, Sellers will be entitled to receive the number of Surviving Company Shares equal to the Companies Valuation less the cash
consideration amount received as Purchase Price, divided by $10.00 (ten dollars).
(b) Buyer’s
Surviving Company Shares. The shareholders of Buyer will be entitled to exchange their existing Buyer shares for Surviving
Company Shares, on a 1:1 exchange ratio.
FOURTH.
Section 2.4(b)(ii) included under Article II of the BCA is hereby amended and restated in its entirety to read as follows:
2.4 The
Closing.
(b)
[…]
(ii)
Buyer will deliver to Sellers:
(A)
(1) the Purchase Price, by wire transfer in immediately available funds to the accounts designated by Sellers to Buyer at Closing
(allocated among Sellers in accordance with Exhibit “E”); or (2) the execution and delivery of one,
or more, unconditional non-transferable promissory notes (pagarés) or the execution of a written acknowledgment of debt
letter by Buyer, in either case, in the form and substance mutually acceptable to the Parties, issued in favor of Sellers as consideration
for payment of the Purchase Price;
(B) a
copy of each Ancillary Agreement to which any Buyer is a party, duly executed by Buyer;
FIFTH.
Section 9.1(m) included under Article IX of the BCA is hereby amended and restated in its entirety to read as follows:
9.1 Conditions
to Sellers’ Obligations. […]
(m) The
Companies shall have delivered to Buyer a certificate, dated as of the Closing Date, signed by the Secretary of each of the Companies
certifying that attached thereto are true and complete copies of (i) all resolutions of the Companies’ Board of Directors
and the shareholders of the Companies holding all the outstanding Companies Shares entitled to vote unanimously authorizing and
approving the execution and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement
and that all such resolutions are in full force and effect; and (ii) evidence that the Merger is registered in the corresponding
Mexican Public Registry of Commerce.
SIXTH.
Section 10.1(b) included under Article X of the BCA is hereby amended and restated in its entirety to read as follows:
10.1 Termination.
This Agreement may be terminated prior to the Closing:
[…]
(b) by
either Buyer or Seller if the Closing Date shall not have occurred on or before March 15th, 2020;
SEVENTH.
This Amendment Agreement shall be governed and interpreted in accordance with the Federal Laws of Mexico.
EIGHTH.
For everything related to the interpretation and compliance of this Amendment Agreement, the parties expressly submit to the jurisdiction
and competence of the courts located in Mexico City, México, waiving to any other jurisdiction that may correspond by reason
of their current or future domicile.
NINTH.
Except as otherwise provided in this Amendment Agreement, all of the provisions of the BCA shall remain in full force and effect.
TENTH.
This Amendment Agreement may be executed and delivered in one or more counterparts, and by the different parties in separate counterparts,
each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same
agreement.
[INTENTIONALLY
LEFT BLANK SIGNATURE PAGES FOLLOW]
|
DD3 Mex Acquisition Corp., S.A. DE C.V.
|
|
|
|
/s/ Martín Máximo Werner Wainfeld
|
|
Name: Martín Máximo Werner Wainfeld
|
|
Title: Attorney-in-fact
|
|
|
|
DD3 Acquisition Corp.
|
|
|
|
/s/ Martín Máximo Werner Wainfeld
|
|
Name: Martín Máximo Werner Wainfeld
|
|
Title: Attorney-in-fact
|
Signature
page to the SECOND AMENDMENT AGREEMENT TO THE COMBINATION AND STOCK PURCHASE AGREEMENT by DD3 Acquisition Corp., as buyer; Campalier,
S.A. de C.V., Promotora Forteza, S.A. de C.V., and Strevo, S.A. de C.V., as sellers; Betterware de México, S.A. de C.V.,
BLSM Latino América Servicios, S.A. de C.V., and DD3 Mex Acquisition Corp., S.A. de C.V., dated as of February 3rd, 2020.
|
Campalier, S.A. DE C.V.
|
|
|
|
/s/ Luis Germán Campos Orozco
|
|
Name: Luis Germán Campos Orozco
|
|
Title: Attorney-in-fact
|
|
|
|
Strevo, S.A. DE C.V.
|
|
|
|
/s/ Luis Germán Campos Orozco
|
|
Name: Luis Germán Campos Orozco
|
|
Title: Attorney-in-fact
|
|
|
|
Betterware de México, S.A. DE C.V.
|
|
|
|
/s/ Luis Germán Campos Orozco
|
|
Name: Luis Germán Campos Orozco
|
|
Title: Attorney-in-fact
|
|
|
|
BLSM Latino América Servicios, S.A. DE C.V.
|
|
|
|
/s/ Luis Germán Campos Orozco
|
|
Name: Luis Germán Campos Orozco
|
|
Title: Attorney-in-fact
|
Signature
page to the SECOND AMENDMENT AGREEMENT TO THE COMBINATION AND STOCK PURCHASE AGREEMENT by DD3 Acquisition Corp., as buyer; Campalier,
S.A. de C.V., Promotora Forteza, S.A. de C.V., and Strevo, S.A. de C.V., as sellers; Betterware de México, S.A. de C.V.,
BLSM Latino América Servicios, S.A. de C.V., and DD3 Mex Acquisition Corp., S.A. de C.V., dated as of Februrary 3rd, 2020
|
Promotora Forteza, S.A. DE C.V.
|
|
|
|
/s/ Bernardo Luis Guerra Treviño
|
|
Name: Bernardo Luis Guerra Treviño
|
|
Title: Attorney-in-fact
|
|
|
|
Promotora Forteza, S.A. DE C.V.
|
|
|
|
/s/ Daniel Valdez Franco
|
|
Name: Daniel Valdez Franco
|
|
Title: Attorney-in-fact
|
Signature
page to the SECOND AMENDMENT AGREEMENT TO THE COMBINATION AND STOCK PURCHASE AGREEMENT by DD3 Acquisition Corp., as buyer; Campalier,
S.A. de C.V., Promotora Forteza, S.A. de C.V., and Strevo, S.A. de C.V., as sellers; Betterware de México, S.A. de C.V.,
BLSM Latino América Servicios, S.A. de C.V., and DD3 Mex Acquisition Corp., S.A. de C.V., dated as of Februrary 3rd, 2020
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