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):  December 19, 2018

 

DRAPER OAKWOOD TECHNOLOGY ACQUISITION, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-38204   82-139674

(State or Other Jurisdiction

of Incorporation)

  (Commission File Number)  

(IRS Employer

Identification Number)

 

c/o Draper Oakwood Investments, LLC

55 East 3rd Ave.

San Mateo, CA 94491

(Address of principal executive offices)(Zip Code)

 

Registrant’s telephone number, including area code: (713) 213-7061

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 5.07 Submission of Matters to a Vote of Security Holders.

 

On December 19, 2018, Draper Oakwood Technology Acquisition, Inc., a Delaware corporation (the “Company” or “Draper Oakwood”), held a special meeting of stockholders (the “Special Meeting”) with respect to its previously announced business combination (the “Business Combination”) with Reebonz Limited, a Singapore company (“Reebonz”). At the Special Meeting, a total of 5,633,726 (74.37%) of the Company’s issued and outstanding shares of common stock held of record as of December 5, 2018, the record date for the Special Meeting, were present by proxy, which constituted a quorum. 

 

The Company’s stockholders voted on the following proposals at the Special Meeting, each of which were approved. The final vote tabulation for each proposal is set forth below.

 

  1. To approve the Business Combination Agreement, dated as of September 4, 2018, by and among the Company, DOTA Holdings Limited, a Cayman Islands exempted company (“Holdco”), Reebonz and the other parties thereto, and approve the transactions contemplated thereby:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
5,508,160   125,566   0   0

 

  2. To approve the adoption of the 2018 Omnibus Equity Incentive Plan, the 2018 Reebonz Share Option Plan and the Management Performance Plan of Holdco:

 

  a. the 2018 Omnibus Equity Incentive Plan

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
5,592,561   41,165   0   0

 

  b. the 2018 Reebonz Share Option Plan

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
5,592,561   41,165   0   0

 

  c. the Management Performance Plan

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
5,592,561   41,165   0   0

 

  3. To approve, for purposes of complying with applicable Nasdaq listing rules, the issuance of more than 20% of the Company’s issued and outstanding common stock in financing transactions in connection with the Business Combination:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
5,592,561   41,165   0   0

 

1

 

 

Item 8.01

Other Events

 

On December 19, 2018, Draper Oakwood issued a press release announcing the consummation of the Business Combination.  A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number   Description
     
99.1   Press Release, dated as of December 19, 2018

 

2

 

 

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.

  

Dated: December 19, 2018 Draper Oakwood Technology Acquisition, Inc.
   
  By: /s/ Aamer Sarfraz
  Name:   Aamer Sarfraz
  Title: Chief Executive Officer

 

3

 

 

 

Exhibit 99.1

 

Draper Oakwood Technology Acquisition, Inc. Announces Consummation of Business Combination with Reebonz Limited

December 19, 2018

SINGAPORE & NEW YORK --Draper Oakwood Technology Acquisition, Inc. (“DOTA”) (NASDAQ: “DOTA,” “DOTAU,” “DOTAR” and “DOTAW”) announced that, at its Special Meeting of Stockholders held today, DOTA stockholders approved the proposed business combination with Reebonz Limited (“Reebonz”), a leading online luxury marketplace and platform in the Asia Pacific region based in Singapore, and related matters. Immediately following the Special Meeting, DOTA and Reebonz consummated the business combination, pursuant to a definitive business combination agreement (the “Business Combination Agreement”) among DOTA, Reebonz and other parties. DOTA and Reebonz have become wholly owned subsidiaries of Reebonz Holding Limited, a Cayman Islands exempted company (“RBZ”). Pursuant to the business combination, each outstanding share of common stock of DOTA has become one ordinary share of RBZ, each outstanding warrant of DOTA has become one warrant of RBZ, each outstanding right of DOTA has been converted into one-tenth of an ordinary share of RBZ, and each outstanding unit of DOTA has been converted into one and one-tenth ordinary share of RBZ and one-half warrant of RBZ. In connection with the business combination, RBZ issued 17,318,294 ordinary shares to the prior securityholders of Reebonz, resulting in such prior securityholders owning approximately 75% of the outstanding ordinary shares of RBZ. RBZ has applied for listing of its ordinary shares and warrants on the NASDAQ Stock Market under the ticker “RBZ”. RBZ will file reports and other documents with the Securities and Exchange Commission as a foreign private issuer, and will report its financial information in accordance with International Financial Reporting Standards, as adopted by the International Accounting Standards Board. RBZ will be led by Reebonz's Chief Executive Officer and co-founder Samuel Lim, as Chairman and Chief Executive Officer.

The Board of Directors of RBZ is divided into three classes, designated as Class I, Class II and Class III. Directors assigned to Class I shall initially serve until the first annual general meeting of shareholders following the business combination; directors assigned to Class II shall initially serve until the second annual general meeting of shareholders following the business combination; and directors assigned to Class III shall initially serve until the third annual general meeting of shareholders following the business combination. Commencing with the first annual general meeting of shareholders following the business combination, each director of each class the term of which shall then expire shall, upon the expiration of his or her term, be eligible for re-election at such annual general meeting to hold office for a three-year term and until such director’s successor has been duly elected.

The members of Board of Directors of RBZ are:

Samuel Lim Class III Director  
Chua Kee Lock Class II Director  
Jeff Richards Class I Director  
Roderick Perry Class III Director  
Ali Erfan Class I Director  

 

  

 

Rod Perry, Executive Chairman of DOTA, welcomed the successful closing of our business combination with Reebonz Limited.

“We believe this excellent company will deliver outstanding growth in Asia over the next few years. The online luxury retail space is fast becoming its own category with multi-billion dollar market cap players emerging. We believe that Reebonz’s senior management team is a leader in this space and can combine the benefits of a Nasdaq listing with its multi-channel business model and existing market leadership in several Asian fast-growing markets to become a dominant player in the category. This we believe is a rare opportunity for investors to have public market access to a technology company entering its period of fastest growth.” 

On this milestone, Samuel Lim, CEO of Reebonz said, “We are thankful to our shareholders, partners and customers for supporting us in our journey and in achieving this milestone. Over the course of the past decade, Reebonz has established itself as one of the leading brands in luxury ecommerce, building a unique ecosystem for our members. This transaction provides Reebonz access to the public markets to facilitate our growth strategy. We expect to the merger with DOTA to create long-term value for our shareholders.”

About Reebonz

Headquartered in Singapore and founded in 2009, Reebonz (pronounced “ribbons”) is the trusted online marketplace and platform for buying and selling new and preowned luxury products in the Asia Pacific region. Leveraging data and technology, Reebonz makes luxury accessible by operating as an eco-system of B2C e-tail and B2C marketplace for over 1,000 brands and 172 boutiques, supported by C2C marketplaces that enable individuals to sell through its platform. With an easy shopping experience, members can enjoy convenient access to the selection of products that Reebonz sources as well as from a curation multi-brand luxury boutiques from all around the world.

Advisors

Ellenoff Grossman & Schole LLP and Maples and Calder acted as legal advisors to DOTA, and Cowen and Company, LLC acted as financial advisors to DOTA. Exit Strategy Partners, LLC acted as a special M&A advisor to DOTA. Dentons Rodyk and Davidson LLP, Dentons US LLP and Dentons Cayman Islands acted as legal advisors to Reebonz.

Forward Looking Statements

Certain statements made in this release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside DOTA’s, Reebonz’s or RBZ’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: the ability to meet NASDAQ’s listing standards; costs related to the proposed business combination; Reebonz’s ability to manage growth; the reaction of Reebonz customers and suppliers to the business combination; Reebonz’s ability to identify and integrate other future acquisitions; rising costs adversely affecting Reebonz’s profitability; potential litigation involving DOTA or Reebonz or the validity or enforceability of Reebonz’s intellectual property; and general economic and market conditions impacting demand for Reebonz’s products. See the risk factors disclosed in the definitive proxy statement for the business combination for additional risks associated with the business combination. None of DOTA, Reebonz or RBZ undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Disclaimer

This release shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

Contacts

Reebonz Holding Limited

ir@reebonz.com

Draper Oakwood Technology Acquisition, Inc.
Aamer A. Sarfraz, 713-213-7061
aamer@draperoakwood.com