Prospectus
CENNTRO ELECTRIC GROUP LIMITED
188,958,629 Ordinary Shares
This prospectus relates to the offer and resale of up to 188,958,629 ordinary shares, no par value (“Ordinary Shares”) of Cenntro Electric Group Limited ACN 619 054 938, an Australian public limited company formerly known as Naked Brand Group Limited (the “Company”), by the Selling Shareholders set forth under “Selling Shareholders” below, consisting of (a) 174,853,546 Ordinary Shares issued in connection with the Distribution (as defined below) of the Acquisition Shares (as defined below) by Cenntro Automotive Group Limited, a Cayman Islands company limited by shares (“CAG”), to its shareholders following the closing of the Combination (as defined below), including 27,751,531 Ordinary Shares distributed to certain shareholders of CAG pursuant to their conversion of the Convertible Notes (as defined below) previously issued to such shareholders into Series A-1 Preferred Shares of CAG in connection with the Combination, (b) 6,925,684 Ordinary Shares issued to two private placement investors in connection with the December 2021 Private Placement (as defined below), (c) 7,151,612 Ordinary Shares issued to an entity associated with Justin Davis-Rice, the former Executive Chairman and former Chief Executive Officer and a current director of the Company, in connection with the previously awarded Incentive Award (as defined below) and (d) 11,839 Ordinary Shares granted to certain former and current non-employee directors of the Company and 15,948 Ordinary Shares underlying options granted to certain former and current non-employee directors of the Company (the “Non-Employee Director Options”), in each case, as compensation for their services on the Company's board. 92,463,001 Ordinary Shares included in this prospectus are subject to a lock-up agreement for 180 days from December 30, 2021.
On December 30, 2021, Naked Brand Group Limited ACN 619 054 938, which we refer to as NBG prior to the Combination, and CAG completed a combination (the “Combination”) in a stock transaction, pursuant to which NBG purchased certain wholly owned subsidiaries of CAG in exchange for the issuance of 174,853,546 Ordinary Shares, equaling 66.9% of the Ordinary Shares outstanding immediately following the closing of the Combination and the assumption of options to purchase an aggregate of 9,225,291 Ordinary Shares under the 2016 Plan (as defined below). Following the completion of the Combination, NBG changed its name to Cenntro Electric Group Limited. See “Prospectus Summary—The Combination and Related Transactions.”
We will not receive any proceeds from the sale of the Ordinary Shares by any of the Selling Shareholders under this prospectus. However, we will receive proceeds pursuant to the exercise of the Non-Employee Director Options unless the applicable former or current non-employee director chooses to exercise such options on a cashless basis.
We are an “emerging growth company” as defined under the federal securities laws and, as such, we have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings.
We are a holding company incorporated in Australia and headquartered in New Jersey. As a holding company with no material operations of our own, we conduct our operations through our subsidiaries, including subsidiaries in the United States and in the People’s Republic of China, which we refer to as the PRC or China. While a significant portion of our business functions are located in the United States, including executive management, corporate finance and sales, our operations in China through our PRC subsidiaries subject us and our investors to unique risks due to uncertainty regarding the interpretation and application of currently enacted PRC laws and regulations. Any future actions of the PRC government relating to the foreign listing of companies with significant PRC operations, and the possibility of sanctions imposed by PRC regulatory agencies, including the China Securities Regulatory Commission, if we fail to comply with their rules and regulations. As a U.S.-listed public company with operations in China, we may face heightened scrutiny and negative publicity, which could materially affect our operations or significantly limit our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline. For a description of some of the China-related risks to this offering, see “Risk Factors—Risks Relating to Doing Business in China” incorporated by reference herein from our Report of Foreign Private Issuer on Form 6-K filed on November 8, 2021 and “Risk Factors—Risks Related to Ownership of Our Ordinary Shares” beginning on page
16.
Information regarding the Selling Shareholders, the number of Ordinary Shares that may be sold by each of them, and the times and manner in which they may offer and sell the Ordinary Shares under this prospectus is provided under the sections titled “Selling Shareholders” and “Plan of Distribution.” We have not been informed by the Selling Shareholders when or in what amount the Selling Shareholders may offer the securities for sale. The Selling Shareholders may sell any, all, or none of the securities offered by this prospectus. The Selling Shareholders and intermediaries through whom such securities are sold may be deemed “underwriters” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the securities offered hereby, and any profits realized or commissions received will be deemed underwriting compensation.
Our Ordinary Shares trade on the Nasdaq Capital Market, or “Nasdaq,” under the symbol “NAKD.” The closing price of our Ordinary Shares on January 5, 2022 was US$4.63 per share.
Investing in our securities involves risks. You should read carefully and consider the risks referenced under “Risk Factors” beginning on page
16, the risk factors described under “Risk Factors” in the documents incorporated by reference herein, including those discussed in our Report of Foreign Private Issuer on Form 6-K filed by us with the Securities and Exchange Commission (the “SEC”) on November 8, 2021 under the sections titled “Risk Factors Relating to the Combination and Cenntro—Risks Related to Our Business and Financial Results,” “Risk Factors Relating to the Combination and Cenntro—Risks Related to Our Industry,” “Risk Factors Relating to the Combination and Cenntro—Risks Related to Legal and Regulatory Matters,” and “Risk Factors Relating to the Combination and Cenntro—Risks Related to Doing Business in China,” as well as the other information contained in or incorporated by reference in this prospectus before making a decision to invest in our securities.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
Prospectus dated January 6, 2022