Item 5.07. Submission of Matters
to a Vote of Security Holders.
On February 7, 2020,
DD3 Acquisition Corp. (“DD3”) held a special meeting of shareholders (the “Special Meeting”) in connection
with the proposed business combination (the “Transaction”) of DD3 and Betterware de México, S.A. de C.V. (“Betterware”),
as described in the definitive proxy statement filed by DD3 with the SEC on January 22, 2020 (the “Proxy Statement”)
and incorporated herein by reference. Present at the Special Meeting were holders of 4,929,919 ordinary shares of DD3 (“Ordinary
Shares”) in person or by proxy, representing 68.25% of the voting power of the Ordinary Shares as of January 16, 2020, the
record date for the Special Meeting (the “Record Date”), and constituting a quorum for the transaction of business.
As of the Record Date, there were 7,223,200 Ordinary Shares issued and outstanding.
At the Special Meeting,
DD3’s shareholders approved the Business Combination Proposal, the Redomiciliation Proposal and the Merger Proposal, in each
case as defined and described in greater detail in the Proxy Statement. The approval of each of the proposals required the affirmative
vote of the holders of a majority of the Ordinary Shares voted thereon at the Special Meeting. The Adjournment Proposal, as defined
and described in greater detail in the Proxy Statement, was not presented to DD3’s shareholders as the Business Combination
Proposal, the Redomiciliation Proposal and the Merger Proposal each received a sufficient number of votes for approval. DD3 intends
to consummate the Transaction as promptly as reasonably possible.
Set
forth below are the final voting results for each of the proposals presented at the Special Meeting:
Business
Combination Proposal
The
Business Combination Proposal was approved. The voting results of the Ordinary Shares were as follows:
For
|
|
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Against
|
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Abstain
|
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4,804,971
|
|
|
|
124,948
|
|
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0
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Redomiciliation
Proposal
The
Redomiciliation Proposal was approved. The voting results of the Ordinary Shares were as follows:
For
|
|
|
Against
|
|
|
Abstain
|
|
4,804,971
|
|
|
|
40,400
|
|
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84,548
|
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Merger
Proposal
The
Merger Proposal was approved. The voting results of the Ordinary Shares were as follows:
For
|
|
|
Against
|
|
|
Abstain
|
|
4,804,971
|
|
|
|
40,400
|
|
|
|
84,548
|
|
|
|
|
|
|
|
|
|
|
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; 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 as of the closing of the proposed Transaction; the ability to meet
Nasdaq’s listing standards following the consummation of the proposed Transaction; those factors discussed in DD3’s
Annual Report on Form 10-K for the fiscal year ended June 30, 2019 and the Proxy Statement, in each case, 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.