Cenntro Automotive Corporation entered into a definitive agreement to acquire Naked Brand Group Limited (NasdaqCM:NAKD) in a reverse merger transaction on November 5, 2021. Naked will issue shareholders of CAG a number of shares so that, upon the completion of the Transaction, which is expected to occur prior to year-end, Cenntro shareholders will own approximately 70% of the combined entity on a fully-diluted basis. Upon completion of the Transaction, the Company is expected to change its name to Cenntro Automotive Group (CAG).

The Company expects to retain its Nasdaq listing and ticker symbol “NAKD”. The Company has entered into an equity distribution agreement with Maxim Group LLC and signed a definitive agreement for a private placement of ordinary shares and warrants to finance the minimum cash requirement. upon closing of the Transaction, the majority of the Board will be appointed by Cenntro.

Naked Brand Group Chairman and Chief Executive Officer Justin Davis-Rice and Non-Executive Director Simon Tripp will remain on the board of the combined company. In connection with the Transaction, the Company intends to divest its FOH Online business. The closing of the Transaction is subject to customary closing conditions, including approval by Nasdaq, ASIC (an Australian regulatory body) and the shareholders of the Company and Cenntro's parent.

In addition, the Company is required to have AUD 282 million in cash immediately prior to the closing. The boards of directors of both Naked Brand Group and Cenntro have unanimously approved the Transaction. The Extraordinary General Meeting of Naked Brand Group Shareholders to Approve the proposed acquisition will be held on December 21, 2021.

As of December 21, 2021, shareholders of Naked Brand Group Limited approved the transaction and change of name to Cenntro Electric Group Limited. As of December 30, 2021, Naked Brand has received a final approval letter from Nasdaq's Listing Qualifications Department for Cenntro Electric Group Limited to list its ordinary shares on The Nasdaq Capital Market. Transaction is expected to close by year end 2021.

Transaction is expected to close on December 31, 2021. Jonathan J. Russo, Ted Powers, Edward A. Cavazos, Joseph M. Fastiggi, Kenneth Suh, Jessica Lutrin, Aaron R. Hutman, Matthew R. Rabinowitz, Carrie Bai, Amy Y. Liu, Reza Zarghamee and Evan Storm of Pillsbury Winthrop Shaw Pittman LLP acted as legal advisor for Cenntro.