(Amendment No. 1)*
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).
CUSIP
No. G2692M103
|
13G
|
Page
2 of 9 Pages
|
1.
|
NAMES OF REPORTING PERSONS
DD3 Mex Acquisition Corp
|
2.
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(SEE INSTRUCTIONS)
|
(a) ☒
(b) ☐
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
191,300
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
191,300
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
191,300*
|
10.
|
CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) ☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.6%*
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
* Includes 191,300 ordinary shares, no
par value per share (“Ordinary Shares”), held directly by DD3 Mex Acquisition Corp (the “Sponsor”) and
indirectly by Dr. Martin M. Werner and Jorge Combe, each of whom shares voting power with respect to the Sponsor. Certain of the
Issuer’s other officers and directors hold economic interests in the Sponsor and pecuniary interests in certain of the securities
held by the Sponsor. Each of Dr. Werner, Mr. Combe and such other officers and directors disclaims beneficial ownership of such
securities except to the extent of his pecuniary interest therein.
CUSIP
No. G2692M103
|
13G
|
Page
3 of 9 Pages
|
1.
|
NAMES OF REPORTING PERSONS
Dr. Martin M. Werner
|
2.
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(SEE INSTRUCTIONS)
|
(a) ☒
(b) ☐
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
430,800
|
6.
|
SHARED VOTING POWER
191,300
|
7.
|
SOLE DISPOSITIVE POWER
430,800
|
8.
|
SHARED DISPOSITIVE POWER
191,300
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
622,100*
|
10.
|
CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) ☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.6%*
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
* Includes 191,300 Ordinary Shares held directly by the Sponsor
and indirectly by Dr. Martin M. Werner and Jorge Combe, each of whom shares voting power with respect to the Sponsor. Certain of
the Issuer’s other officers and directors hold economic interests in the Sponsor and pecuniary interests in certain of the
securities held by the Sponsor. Each of Dr. Werner, Mr. Combe and such other officers and directors disclaims beneficial ownership
of such securities except to the extent of his pecuniary interest therein.
CUSIP
No. G2692M103
|
13G
|
Page
4 of 9 Pages
|
1.
|
NAMES OF REPORTING PERSONS
Jorge Combe
|
2.
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(SEE INSTRUCTIONS)
|
(a) ☒
(b) ☐
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
430,800
|
6.
|
SHARED VOTING POWER
191,300
|
7.
|
SOLE DISPOSITIVE POWER
430,800
|
8.
|
SHARED DISPOSITIVE POWER
191,300
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
622,100*
|
10.
|
CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) ☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.6%*
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
* Includes 191,300 Ordinary Shares held directly by the Sponsor
and indirectly by Dr. Martin M. Werner and Jorge Combe, each of whom shares voting power with respect to the Sponsor. Certain of
the Issuer’s other officers and directors hold economic interests in the Sponsor and pecuniary interests in certain of the
securities held by the Sponsor. Each of Dr. Werner, Mr. Combe and such other officers and directors disclaims beneficial ownership
of such securities except to the extent of his pecuniary interest therein.
CUSIP
No. G2692M103
|
13G
|
Page
5 of 9 Pages
|
|
Item
1(a).
|
Name
of Issuer:
|
DD3
Acquisition Corp. (the “Issuer”)
|
Item
1(b).
|
Address
of Issuer’s Principal Executive Offices:
|
Pedregal
24, 4th Floor, Colonia Molino del Rey, Del. Miguel Hidalgo, 11040 Mexico City, Mexico
|
Item
2(a).
|
Name
of Person Filing:
|
This
statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
|
(i)
|
DD3
Mex Acquisition Corp
|
|
(ii)
|
Dr.
Martin M. Werner
|
|
|
|
|
Item
2(b).
|
Address
of Principal Business Office or, if None, Residence:
|
The
principal business address of each of the Reporting Persons is Pedregal 24, 4th Floor, Colonia Molino del Rey, Del. Miguel Hidalgo,
11040 Mexico City, Mexico.
DD3
Mex Acquisition Corp is a company organized under the laws of Mexico, and each of Dr. Martin M. Werner and Jorge Combe are citizens
of Mexico.
|
Item
2(d).
|
Title
of Class of Securities:
|
Ordinary
Shares, no par value per share (“Ordinary Shares”)
G2692M103
|
Item
3.
|
If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-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);
|
CUSIP
No. G2692M103
|
13G
|
Page
6 of 9 Pages
|
|
(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:
Not
Applicable.
Provide
the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in
Item 1.
Disclosure
for each Reporting Person:
|
(a)
|
Amount
beneficially owned:
|
DD3
Mex Acquisition Corp – 191,300
Martin
M. Werner – 622,100
Jorge
Combe – 622,100
DD3
Mex Acquisition Corp – 2.6%
Martin
M. Werner – 8.6%
Jorge
Combe – 8.6%
|
(c)
|
Number
of shares as to which the person has:
|
|
(i)
|
Sole
power to vote or to direct the vote:
|
DD3
Mex Acquisition Corp – 0
Martin
M. Werner – 430,800
Jorge
Combe – 430,800
CUSIP
No. G2692M103
|
13G
|
Page
7 of 9 Pages
|
|
(ii)
|
Shared
power to vote or to direct the vote:
|
DD3
Mex Acquisition Corp – 191,300
Martin
M. Werner – 191,300
Jorge
Combe – 191,300
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
|
DD3
Mex Acquisition Corp – 0
Martin
M. Werner – 430,800
Jorge
Combe – 430,800
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
|
DD3
Mex Acquisition Corp – 191,300
Martin
M. Werner – 191,300
Jorge
Combe – 191,300
The
securities held directly by DD3 Mex Acquisition Corp (the “Sponsor”) are held indirectly by Dr. Martin M. Werner and
Jorge Combe, each of whom shares voting power with respect to the Sponsor. Certain of the Issuer’s other officers and directors
hold economic interests in the Sponsor and pecuniary interests in certain of the securities held by the Sponsor. Each of Dr. Werner,
Mr. Combe and such other officers and directors disclaims beneficial ownership of such securities except to the extent of his
pecuniary interest therein.
The
percentages used herein are calculated based upon 7,223,200 Ordinary Shares outstanding as of January 30, 2020, as disclosed in
the Issuer’s Quarterly Report on Form 10-Q for the period ended December 31, 2019, filed with the Securities and Exchange
Commission on January 31, 2020.
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
If
this 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 [ ].
Not
Applicable.
|
Item
6.
|
Ownership
of More Than Five Percent on Behalf of Another Person.
|
Not
Applicable.
CUSIP
No. G2692M103
|
13G
|
Page
8 of 9 Pages
|
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
|
Not
Applicable.
|
Item
8.
|
Identification
and Classification of Members of the Group.
|
See
Item 2(a) in lieu of an Exhibit.
|
Item
9.
|
Notice
of Dissolution of Group.
|
Not
Applicable.
Not
Applicable.
CUSIP
No. G2692M103
|
13G
|
Page
9 of 9 Pages
|
SIGNATURE
After
reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.
|
Date: February
12, 2020
|
|
|
|
|
|
DD3
MEX ACQUISITION CORP
|
|
|
|
|
|
By:
|
/s/
Martin M. Werner
|
|
|
Name:
|
Martin M. Werner
|
|
|
Title:
|
Authorized Representative
|
|
|
|
|
|
|
/s/
Martin M. Werner
|
|
|
Name:
|
Martin
M. Werner
|
|
|
|
|
|
|
/s/
Jorge Combe
|
|
|
Name:
|
Jorge Combe
|