UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
| CENNTRO ELECTRIC GROUP LIMITED |
| (Name of Issuer) |
| Ordinary Shares, no par value |
| (Title of Class of Securities) |
| Q6519V120 |
| (CUSIP Number) |
| December 31, 2021 |
| (Date of Event Which Requires Filing of This Statement) |
Check the Appropriate box to designate the rule pursuant to which this schedule is filed:
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 | NAME OF REPORTING PERSONS | ||||||||||
|
Esousa Holdings LLC 27-0492860 |
|||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) | ¨ | ||||||||
| (b) | ¨ | ||||||||||
| 3 | SEC USE ONLY | ||||||||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
| New York | |||||||||||
| 5 | SOLE VOTING POWER | ||||||||||
| NUMBER OF | 0 | ||||||||||
| SHARES | 6 | SHARED VOTING POWER | |||||||||
| BENEFICIALLY | 0 | ||||||||||
| OWNED BY | 7 | SOLE DISPOSITIVE POWER | |||||||||
| EACH | 0 | ||||||||||
| REPORTING | 8 | SHARED DISPOSITIVE POWER | |||||||||
| PERSON WITH | 0 | ||||||||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
| 0 | |||||||||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ | |||||||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||||||||
| 0% | |||||||||||
| 12 | TYPE OF REPORTING PERSON* | ||||||||||
| OO | |||||||||||
| 1 | NAME OF REPORTING PERSONS | ||||||||||
| Michael Wachs | |||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) | ¨ | ||||||||
| (b) | ¨ | ||||||||||
| 3 | SEC USE ONLY | ||||||||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
| United States | |||||||||||
| 5 | SOLE VOTING POWER | ||||||||||
| NUMBER OF | 0 | ||||||||||
| SHARES | 6 | SHARED VOTING POWER | |||||||||
| BENEFICIALLY | 0 | ||||||||||
| OWNED BY | 7 | SOLE DISPOSITIVE POWER | |||||||||
| EACH | 0 | ||||||||||
| REPORTING | 8 | SHARED DISPOSITIVE POWER | |||||||||
| PERSON WITH | 0 | ||||||||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
| 0 | |||||||||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ | |||||||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||||||||
| 0% | |||||||||||
| 12 | TYPE OF REPORTING PERSON* | ||||||||||
| IN | |||||||||||
Item 1 (a). Name of Issuer:
Cenntro Electric Group Limited (f/k/a Naked Brand Group Limited) (the “Issuer”)
Item 1 (b). Address of Issuer's Principal Executive Offices:
501 Okerson Road
Freehold, New Jersey 07728
Item 2 (a). Name of Person Filing:
This Schedule 13G/A is being filed on behalf of (i) Esousa Holdings LLC, a New York limited liability company (“Esousa”) and (ii) Michael Wachs (“Mr. Wachs,” and, together with Esousa, the “Reporting Persons”).
Mr. Wachs holds all of the membership interests of Esousa. Voting and dispositive power with respect to the shares held by Esousa is exercised by Mr. Wachs, the sole and Managing Member of Esousa.
Item 2 (b). Address of Principal Business Office or, if None, Residence:
211 East 43rd Street, Suite 402
New York, NY 10017
Item 2 (c). Citizenship:
Esousa is a limited liability company organized under the laws of the State of New York, United States of America. Mr. Wachs is a citizen of the United States.
Item 2 (d). Title of Class of Securities:
Ordinary Shares, without par value (the “Ordinary Shares”)
Item 2 (e). CUSIP Number:
Q6519V120
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
(a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) ¨ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f) ¨ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g) ¨ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3):
(j) ¨ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
(k) ¨ Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: __
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities identified in Item 1.
The information as of the date of the event which requires filing of this statement required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for the Reporting Persons hereto and is incorporated herein by reference. The percentage set forth in Row 11 of the cover page for the Reporting Persons is based on 261,256,205 Ordinary Shares outstanding as of January 4, 2022.
Item 5. Ownership of Five Percent or Less of a Class.
If the statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification.
N/A
EXHIBIT INDEX
| Exhibit | Description of Exhibit | |
| 99.1 | Joint Filing Agreement (filed herewith) |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
February 14, 2022
| By: | /s/ Michael Wachs | |
| Michael Wachs | ||
| ESOUSA HOLDINGS LLC | ||
| By: | /s/ Michael Wachs | |
| Michael Wachs | ||
| Managing Member | ||
Exhibit 99.1
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission, and further agrees to the filing, furnishing, and/or incorporation by reference of this Joint Filing Agreement as an exhibit thereto. This Joint Filing Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking part.
Date: February 14, 2022
| By: | /s/ Michael Wachs | |
| Michael Wachs | ||
| ESOUSA HOLDINGS LLC | ||
| By: | /s/ Michael Wachs | |
| Michael Wachs | ||
| Managing Member | ||