Filing Details

Cenntro Electric Group Limited

Ordinary Shares, no par value

Q6519V120

Peter Z. Wang Cenntro Enterprise Limited 501 Okerson Road Freehold, New Jersey 07728 (732) 820-6757

January 4, 2022

---

 

1	NAMES OF REPORTING PERSONS
	Peter Zuguang Wang
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			71,544,342
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			71,544,342
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	71,544,342
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	27.4%3
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

 

(a), (b), (c) and (f) This Statement is being filed jointly on behalf of the following persons (collectively, the “Reporting Persons”):

 

(i) Cenntro Enterprise Limited, a Hong Kong company (“CEL”);

 

(ii) Trendway Capital Limited, a Hong Kong company (“TCL”); and

 

(iii) Peter Zuguang Wang, a United States citizen;

 

The agreement among the Reporting Persons relating to the joint filing of this Schedule 13D is attached to this Schedule 13D as Exhibit 99.1.

 

Each of CEL and TCL is wholly-owned by Peter Z. Wang. Peter Z. Wang has sole voting and dispositive power over the Ordinary Shares held by each of CEL and TCL. The principal business of each of TCL and CEL is investment. Peter Z. Wang is the Managing Director, Chairman of the Board of Directors and Chief Executive Officer of the Issuer and owner of CEL and TCL. Mr. Wang is also the Chairman and Chief Executive Officer of CAG (as defined below).

 

The principal business address of each of the Reporting Persons is 501 Okerson Road, Freehold, New Jersey 07728.

 

(d) and (e) During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

All of the Ordinary Shares of the Issuer reported herein as beneficially owned by the Reporting Persons were acquired in connection with that certain Stock Purchase Agreement, dated as of November 5, 2021 (as amended, the “Acquisition Agreement”), by and among the NBG, Cenntro Automotive Group Limited, a Cayman Islands exempted company with limited liability (“CAG”), Cenntro Automotive Group Limited, a Hong Kong private limited company and wholly owned subsidiary of CAG (“CAG HK”), Cenntro Automotive Corporation, a Delaware corporation and wholly owned subsidiary of CAG (“CAC”) and Cenntro Electric Group, Inc., a Delaware corporation and wholly owned subsidiary of CAG (“CEG” and, together with CAG HK and CAC, “Cenntro”). Pursuant to the Acquisition Agreement, NBG purchased from CAG (i) all of the issued and outstanding ordinary shares of CAG HK (the “CAG HK Shares”), (ii) all of the issued and outstanding shares of common stock, par value US$0.001 per share, of CAC (the “CAC Shares”), and (iii) all of the issued and outstanding shares of common stock, par value US$0.01 per share, of CEG (the “CEG Shares” and, together with the CAG HK Shares and the CAC Shares, the “Cenntro Shares”) (the “Combination”). The Combination closed on December 30, 2021 (the “Closing”). The aggregate purchase price for the Cenntro Shares was 174,853,546 Ordinary Shares (the “Acquisition Shares”) (as determined in accordance with the Acquisition Agreement) and the assumption of options to purchase an aggregate of 9,225,291 Ordinary Shares under the Cenntro Electric Group Limited Amended and Restated 2016 Incentive Stock Option Plan. On January 4, 2022, CAG distributed the Acquisition Shares to the holders of its capital stock in accordance with (i) the Acquisition Agreement and (ii) CAG’s Third Amended and Restated Memorandum and Articles of Association (the “Distribution”).  Pursuant to the Distribution, CEL received 65,399,935 Ordinary Shares and TCL received 6,144,407 Ordinary Shares.

 

Immediately after the Closing, NBG changed its name from “Naked Brand Group Limited” to “Cenntro Electric Group Limited,” and the business conducted by Cenntro became the business conducted by the Issuer. Notwithstanding the legal form of the transaction, the Combination was accounted for as a reverse recapitalization in which Cenntro was determined to be the accounting acquirer.

 

This summary is qualified by the actual terms of the Acquisition Agreement, a copy of which is attached as Exhibit 99.3 to this Schedule 13D and is incorporated herein by reference.