Current Report Filing (8-k)
February 20 2020 - 4:17PM
Edgar (US Regulatory)
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): February 13, 2020
DD3 Acquisition
Corp., S.A. de C.V.
(Exact name of registrant as specified in its charter)
Mexico
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001-38700
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N/A
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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c/o DD3 Mex Acquisition Corp
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Pedregal 24, 4th Floor
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Colonia Molino del Rey, Del. Miguel Hidalgo
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Mexico City, Mexico
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11040
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(Address of principal executive offices)
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(Zip Code)
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+52 (55) 8647-0417
(Registrant’s telephone number, including area code)
DD3 Acquisition Corp.
(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:
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☐
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on
which registered
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Units, each consisting of one Ordinary Share and one Warrant
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DDMXU
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The Nasdaq Stock Market LLC
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Ordinary Shares, no par value per share
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DDMX
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The Nasdaq Stock Market LLC
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Warrants, each warrant exercisable for one Ordinary Share at an exercise price of $11.50
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DDMXW
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The Nasdaq Stock Market LLC
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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 ☒
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 3.03. Material Modification to Rights of Securities
Holders.
As previously disclosed,
on August 2, 2019, DD3 Acquisition Corp., formerly a British Virgin Islands company (“DD3”), entered into a Combination
and Stock Purchase Agreement (as amended, the “Agreement”) with 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 (the “Merger”) in a business combination (the “Transaction”)
that will result in Betterware surviving the Merger and BLSM becoming a wholly-owned subsidiary of Betterware.
In connection with
the Transaction, on February 13, 2020, DD3 re-domiciled out of the British Virgin Islands and continued as a company incorporated
in Guadalajara, Jalisco, United Mexican States (“Mexico”), as described in the definitive proxy statement filed by
DD3 with the Securities and Exchange Commission on January 22, 2020, through which DD3 continued its existence as a company incorporated
in Mexico pursuant to Article 2 of the Mexican General Corporations Law (Ley General de Sociedades Mercantiles) (“LGSM”)
as a variable capital corporation (sociedad anónima de capital variable) incorporated in Mexico.
The rights of the holders
of DD3’s ordinary shares are now governed by its Mexican bylaws (the “Interim Charter”) and the LGSM. On February
13, 2020, DD3 formalized the Interim Charter before a Mexican public notary, which charter was subsequently filed with the applicable
Public Registry of Commerce of Guadalajara, Jalisco. A copy of the Interim Charter is included as Exhibit 3.1 to this Current Report
on Form 8-K.
Item 9.01. Financial Statements and 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.
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DD3 ACQUISITION CORP., S.A. DE C.V.
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By:
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/s/ Daniel Salim
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Name: Daniel Salim
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Title: Chief Financial Officer
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