Filed pursuant to Rule 424(b)(4)
Registration No. 333-248494
Prospectus Supplement No. 1
(To Prospectus dated September 14, 2020)
BETTERWARE DE MÉXICO, S.A.B. DE C.V.
7,226,025 Ordinary Shares
1,671,900 Warrants
250,000 Unit Purchase Option
This prospectus supplement, dated October 8, 2020 (this
“Supplement”), supplements and updates the prospectus of Betterware
de México, S.A.B. de C.V. (“we,” “us,” “our” or “Betterware”),
dated September 14, 2020 (the “Prospectus”). This Supplement is being filed to update
and supplement the information in the Prospectus with the
information contained in our current report on
Form 6-K, filed with the Securities and Exchange
Commission on October 8, 2020 (the “Current Report”). Accordingly,
we have attached the Current Report to this Supplement.
The Prospectus and this Supplement relates to the issuance by us of
up to an aggregate of: (i) 5,804,125 ordinary shares, no par value
per share, of the Registrant (“Ordinary Shares”), issuable upon the
exercise of 5,804,125 warrants (the “Public Warrants”) previously
registered in connection with the Business Combination (as defined
in the Prospectus), (ii) 1,421,900 ordinary shares issued in
connection with the Business Combination registered for resale by
the selling shareholders named in the Prospectus (the “Selling
Shareholders”), (iii) 1,421,900 warrants issued in connection with
the Business Combination registered for resale by the Selling
Shareholders, (iv) Unit purchase options exercisable for 250,000
ordinary shares and warrants to purchase an additional 250,000
ordinary shares registered for resale by the Selling Shareholders,
(v) 250,000 ordinary shares issuable upon exercise of the unit
purchase options registered for resale by the Selling Shareholders,
(vi) Warrants to purchase an additional 250,000 ordinary shares
issuable upon exercise of the unit purchase options registered for
resale by the Selling Shareholders, and (vii) 250,000 ordinary
shares issuable upon the exercise of the warrants underlying the
unit purchase options registered for resale by the Selling
Shareholders.
This Supplement should be read in conjunction with the Prospectus.
The information in this Supplement is qualified by reference to the
Prospectus, except to the extent information in this Supplement
updates or supersedes the information contained in the
Prospectus.
Our Ordinary Shares are listed on the Nasdaq Global Select Market
under the symbol “BWMX.” On October 5, 2020, the closing price of
our Ordinary Shares was $18.24.
This Supplement updates and supplements the information in the
Prospectus and is not complete without, and may not be delivered or
utilized except in combination with, the Prospectus, including any
amendments or supplements thereto. This prospectus supplement
should be read in conjunction with the Prospectus and if there is
any inconsistency between the information in the Prospectus and
this prospectus supplement, you should rely on the information in
this prospectus supplement.
Investing in our ordinary shares involves risks. See “Risk
Factors” beginning on page 13 of the Prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of the securities
described in the Prospectus or this Supplement or passed upon the
adequacy or accuracy of the Prospectus or this Supplement. Any
representation to the contrary is a criminal offense.
The date of this Supplement is October 8, 2020.
UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20546
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
October 8,
2020
Commission
File Number: 001-39251
BETTERWARE DE
MÉXICO, S.A.B. DE C.V.
(Name of
Registrant)
Luis
Enrique Williams 549
Colonia
Belenes Norte
Zapopan, Jalisco,
45145, México
+52
(33) 3836-0500
(Address
of Principal Executive Office)
Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F
☒ Form 40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(7): ☐
MATERIAL
INFORMATION
On October
8, 2020, Betterware de México, S.A.B. de C.V. (the “Company”)
issued a press release announcing the redemption of all of its
outstanding public warrants to purchase shares of the Company’s
ordinary shares that were issued under the Warrant Agreement, dated
October 11, 2018, as amended from time to time, by and between the
Company (as successor of DD3 Acquisition Corp.) and Continental
Stock Transfer & Trust Company, as warrant agent, as part
of the units sold in the Company’s assignor, DD3 Acquisition Corp.,
initial public offering. A copy of the press release is filed as
Exhibit 99.1 hereto and is incorporated herein by
reference.
A copy of
the Notice of Redemption delivered by the Company is filed as
Exhibit 99.2 hereto and is incorporated herein by
reference.
None of
this Current Report on Form 6-K, the press release attached hereto
as Exhibit 99.1 or the Notice of Redemption attached hereto as
Exhibit 99.2 shall constitute an offer to sell or the solicitation
of an offer to buy any of the Company’s securities, and shall not
constitute an offer, solicitation or sale in any jurisdiction in
which such offering, solicitation or sale would be
unlawful.
Exhibit
Index
SIGNATURES
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, thereunto duly authorized.
| |
BETTERWARE DE
MÉXICO, S.A.B. DE C.V. |
| |
|
|
| |
By: |
/s/ Luis
Campos |
| |
Name: |
Luis
Campos |
| |
Title: |
Board
Chairman |
Date:
October 8, 2020
Exhibit 99.1
BETTERWARE DE MÉXICO, S.AB. de C.V.
ANNOUNCES REDEMPTION OF PUBLIC WARRANTS AND SHAREHOLDERS MEETING
RESOLUTIONS
Guadalajara, Mexico, October 8, 2020 – Betterware de México, S.A.B.
de C.V. (Nasdaq: BWMX) (“Betterware” or the “Company”), today
announced that the Company will redeem all of its outstanding
public warrants (the “Public Warrants”) to purchase shares of the
Company’s ordinary shares, no par value per share (the “Ordinary
Shares”), that were issued under the Warrant Agreement, dated as of
October 11, 2018 (as amended from time to time, the “Warrant
Agreement”), by and between the Company (as successor of DD3
Acquisition Corp.) and Continental Stock Transfer & Trust
Company, as warrant agent (the “Warrant Agent”), and that remain
outstanding at 5:00 p.m. New York City time on November 9, 2020
(the “Redemption Date”) for a redemption price of USD$0.01 per
Public Warrant (the “Redemption Price”). Warrants to purchase
Ordinary Shares that were issued under the Warrant Agreement in a
private placement and still held by the initial holders thereof or
their permitted transferees are not subject to the
redemption.
Under the terms of the Warrant Agreement, the Company is entitled
to redeem all of the outstanding Public Warrants if the last sales
price of the Ordinary Shares is at least USD$18.00 per share on
each of twenty trading days within any thirty-day trading period
ending on the third trading day prior to the date on which a notice
of redemption is given. This share price performance target has
been met. At the direction of the Company, the Warrant Agent has
delivered a notice of redemption to each of the registered holders
of the outstanding Public Warrants.
Public Warrant holders have until 5:00 p.m. New York City time on
the Redemption Date to exercise their Public Warrants to purchase
Ordinary Shares. Each Public Warrant entitles the holder thereof to
purchase one Ordinary Shares at a cash price of USD$11.44 per
Public Warrant exercised (the “Exercise Price”).
The Company’s board of directors has elected to require that,
following delivery of the notice of redemption and prior to 5 p.m.
New York City time on the Redemption Date, all Public Warrants be
exercised only on a cashless basis. As a result of the board of
directors having made this election, holders may no longer exercise
Public Warrants in exchange for payment in cash of the Exercise
Price. Instead, a holder exercising a Public Warrant will be deemed
to pay the per warrant Exercise Price by the surrender of 0.63 of a
share of Ordinary Shares that such holder would have been entitled
to receive upon a cash exercise of each Public Warrant.
Accordingly, by virtue of the cashless exercise of the Public
Warrants, exercising warrant holders will receive 0.37 of a share
of Ordinary Shares for each Public Warrant surrendered for
exercise.
The number of Ordinary Shares that each exercising warrant holder
will receive by virtue of the cashless exercise was calculated in
accordance with Section 3.3.1(b) of the Warrant Agreement and will
be equal to the quotient obtained by dividing (x) the product of
the number of shares underlying the Public Warrants held by such
warrant holder, multiplied by the difference between USD$18.23, the
average reported last sale price of the Ordinary Shares for the
five trading days ending on October 5, 2020, the third trading day
prior to the date of the redemption notice (the “Fair Market
Value”) and the Exercise Price, by (y) the Fair Market Value. If
any holder of Public Warrants would, after taking into account all
of such holder’s Public Warrants exercised at one time, be entitled
to receive a fractional interest in a share of Ordinary Shares, the
number of shares the holder will be entitled to receive will be
rounded up to the nearest whole number of shares.
None of the Company, its board of directors or employees has made
or is making any representation or recommendation to any holder of
the Public Warrants as to whether to exercise or refrain from
exercising any Public Warrants.
The shares of Ordinary Shares underlying the Public Warrants have
been registered by Betterware under the Securities Act of 1933, as
amended, and are covered by a registration statement filed on Form
F-4 with, and declared effective by, the Securities and Exchange
Commission (Registration No. 333-233982).
Questions concerning redemption and exercise of the Public Warrants
can be directed to Continental Stock Transfer & Trust Company,
1 State Street, 30th Floor, New York, New York 10004,
Attention: Compliance Department, telephone number (212)
509-4000.
Additionally, the Company is pleased to announce that all
resolutions considered at its Shareholders Ordinary Meeting held on
October 2, 2020, have been approved by its shareholders. The
resolutions approved by the shareholders include:
|
(i) |
To ratify the Shareholders’
resolutions dated August 17, 2020, where Betterware’s shareholders
acknowledged that as of such date, the Company had 2,460,000
treasury shares; |
|
(ii) |
To recognize that, as of September
30, 2020, certain Betterware’s warrant holders had exercised
352,256 warrants on a cash basis in exchange of 352,256 common
shares, no par value, of the Company; |
|
(iii) |
The approval of an increase in the
variable portion of the capital stock of the Company for an amount
of MXN$89,235,277.00, subscribed and paid by the Company’s warrant
holders mentioned in paragraph (ii) above; and |
|
(iv) |
The approval of an issuance of
689,021 Company’s treasury shares to be subscribed and paid by the
Company’s management in terms of the Management Incentive
Plan. |
No Offer or Solicitation
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any offer of any
of the Company’s securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction.
About Betterware de México, S.A.B. de C.V.
Founded in 1995, Betterware is a direct-to-consumer company in
Mexico. Betterware is focused on the home solutions and
organization segment, with a wide product portfolio for daily
solutions including organization, kitchen preparation, food
containers, smart furniture, among others.
Betterware has a distribution network of over 782,000 distributors
and associates, who serve approximately 3 million households in
more than 800 communities throughout Mexico. Its main distribution
center is located in Guadalajara, Jalisco.
Forward Looking Statements
Certain statements included in this press release that are not
historical facts are forward-looking statements for purposes of the
safe harbor provisions under the Private Securities Litigation
Reform Act of 1995. Forward-looking statements generally are
accompanied by words such as “believe,” “may,” “will,” “estimate,”
“continue,” “anticipate,” “intend,” “expect,” “should,” “would,”
“plan,” “predict,” “potential,” “seem,” “seek,” “future,”
“outlook,” and similar expressions that predict or indicate future
events or trends or that are not statements of historical matters.
These forward-looking statements include, but are not limited to,
statements regarding the redemption of the Public Warrants and the
expected proceeds from the exercise of the Public Warrants. These
statements are based on various assumptions, whether or not
identified in this press release, and on the current expectations
of Betterware’s management and are not predictions of actual
performance. Forward-looking statements are subject to a number of
risks and uncertainties that could cause actual results to differ
materially from the forward-looking statements, including but not
limited to general economic, financial, legal, political and
business conditions and changes in domestic and foreign markets,
and the impact of COVID-19 on our business and the economy as a
whole, and the other risks discussed under the heading “Risk
Factors” in the registration statement on F-1 filed by Betterware
on September 14, 2020 and other documents Betterware
files with the SEC in the future. If any of these risks materialize
or our assumptions prove incorrect, actual results could differ
materially from the results implied by these forward-looking
statements. These forward-looking statements speak only as of the
date hereof and Betterware disclaims any obligation to update these
forward-looking statements.
Contact Information
| Investor Relations
Contacts |
| Betterware
IR |
ICR |
| ir@better.com.mx |
Allison Malkin |
| +52 (33) 3836 0500 Ext.
2011 |
203-682-8225 |
Please visit the Betterware investor relations website at
https://ri.betterware.com.mx/financiera/reportes-trimestrales
to view the financial results included in the letter to
shareholders. The Company intends to continue to make future
announcements of material financial and other information through
its investor relations website. The Company will also, from time to
time, disclose this information through press releases, filings
with the Securities and Exchange Commission, conference calls, or
webcasts, as required by applicable law.
Exhibit
99.2
October
8, 2020
NOTICE
OF REDEMPTION
TO
THE HOLDERS OF BETTERWARE DE MÉXICO, S.A.B. DE C.V.
PUBLIC
WARRANTS
(CUSIP
P1666E113)
Dear
Public Warrant Holder,
Betterware
de México, S.A.B. de C.V. (the “Company”) hereby
gives notice that it is redeeming, at 5:00 p.m. New York City time
on November 9, 2020 (the “Redemption Date”), all of
the Company’s outstanding public warrants (the “Public
Warrants”) to purchase shares of the Company’s ordinary
shares, with no par value (the “Ordinary Shares”),
that were issued under the Warrant Agreement, dated October 11,
2018 (as amended from time to time, the “Warrant
Agreement”), by and between the Company (as successor of
DD3 Acquisition Corp.) and Continental Stock Transfer & Trust
Company, as warrant agent (the “Warrant Agent”), as
part of the units sold in the Company’s assignor, DD3 Acquistion
Corp., initial public offering (the “IPO”), at a
redemption price of USD$0.01 per Public Warrant (the
“Redemption Price”) for those Public Warrants that
remain outstanding following 5:00 p.m. New York City time on the
Redemption Date.
Any
Public Warrant that remains unexercised at 5:00 p.m. New York City
time on the Redemption Date will be void, and no longer exercisable
and their holders will have no rights with respect to those Public
Warrants, except to receive, upon surrender of the Public Warrants,
the Redemption Price. Note that the act of exercise is VOLUNTARY,
meaning holders must instruct their broker to submit their Public
Warrants for exercise prior to 5:00 p.m. on the Redemption Date.
Warrants to purchase Ordinary Shares that were issued under the
Warrant Agreement in a private placement and still held by the
initial holders thereof or their permitted transferees are not
subject to this notice of redemption.
The
Public Warrants are listed on the Over the Counter (OTCQX) market
under the symbol “BWXMF”. On October 5, 2020, the closing price of
the Ordinary Shares was USD$18.24.
TERMS
OF REDEMPTION; CESSATION OF RIGHTS
The
rights of the Public Warrant holders to exercise their Public
Warrants will terminate immediately prior to 5:00 p.m. New York
City time on the Redemption Date. At 5:00 p.m. New York City
time on the Redemption Date and thereafter, holders of unexercised
Public Warrants will have no rights with respect to those Public
Warrants, except to receive the Redemption Price. We encourage you
to consult with your broker, financial advisor and/or tax advisor
to consider whether or not to exercise your Public
Warrants.
The
Company is exercising this right to redeem the Public Warrants
pursuant to Section 6 of the Warrant Agreement. Pursuant to Section
6.1 of the Warrant Agreement, the Company has the right to redeem
all of the outstanding Public Warrants if the last sales price of
the Ordinary Shares equals or exceeds USD$18.00 per share on each
of 20 trading days within any 30-day trading period ending on the
third trading day prior to the date on which a notice of redemption
is given. The last sales price of the Ordinary Shares has been at
least USD$18.00 per share on each of 20 trading days within the
30-day trading period ending on October 5, 2020 (which is the third
trading day prior to the date of this redemption
notice).
EXERCISE
PROCEDURE
Public
Warrant holders have until 5:00 p.m. New York City time on the
Redemption Date to exercise their Public Warrants to purchase
Ordinary Shares. Each Public Warrant entitles the holder
thereof to purchase one share of Ordinary Shares at a cash price of
USD$11.44 per Public Warrant exercised (the “ Exercise
Price”).
In
accordance with Section 3.3.1(b) of the Warrant Agreement, the
Company’s board of directors has elected to require that, following
delivery of this notice of redemption and prior to 5 p.m. New York
City time on the Redemption Date, all Public Warrants be exercised
only on a cashless basis.
As a
result of the board of directors having made this election, holders
may no longer exercise Public Warrants in exchange for payment in
cash of the Exercise Price. Instead, a holder exercising a Public
Warrant will be deemed to pay the per warrant Exercise Price by the
surrender of 0.63 of a share of Ordinary Shares that such holder
would have been entitled to receive upon a cash exercise of each
Public Warrant. Accordingly, by virtue of the cashless exercise
of the Public Warrants, exercising warrant holders will receive
0.37 of a share of Ordinary Shares for each Public Warrant
surrendered for exercise.
The
number of shares that each exercising warrant holder will receive
by virtue of the cashless exercise was calculated in accordance
with Section 3.3.1(b) of the Warrant Agreement and will be equal to
the quotient obtained by dividing (x) the product of the number of
shares underlying the Public Warrants held by such warrant holder,
multiplied by the difference between USD$18.23, the average
reported last sale price of the Ordinary Shares for the five
trading days ending on October 5, 2020, the third trading day prior
to the date of this notice (the “Fair Market Value”)
and the Exercise Price, by (y) the Fair Market Value. If any holder
of Public Warrants would, after taking into account all of such
holder’s Public Warrants exercised at one time, be entitled to
receive a fractional interest in a share of Ordinary Shares, the
number of shares the holder will be entitled to receive will be
rounded up to the nearest whole number of shares.
Those
who hold their Public Warrants in “street name” should immediately
contact their broker to determine their broker’s procedure for
exercising their Public Warrants because the process to exercise is
voluntary.
Persons
who are holders of record of their Public Warrants may exercise
their Public Warrants by sending a fully and properly completed
“Election to Purchase” (a form of which is attached
hereto as Annex A), duly executed and indicating, among of
things, the number of Public Warrants being exercised, to the
Warrant Agent:
Continental
Stock Transfer & Trust Company
1
State Street, 30th Floor
New
York, NY 10004
Attention:
Compliance Department
Telephone:
(212) 509-4000
The
method of delivery of the Public Warrants is at the option and risk
of the Public Warrant holder and its broker.
The
fully and properly completed Election to Purchase must be received
by Continental Stock Transfer & Trust Company prior to 5:00
p.m. New York City time on the Redemption Date. Subject to the
following paragraph, any failure to deliver a fully and properly
completed Election to Purchase before such time will result in such
holder’s Public Warrants being redeemed and not
exercised.
WARRANTS
HELD IN STREET NAME
For
holders of Public Warrants who hold their warrants in “street
name,” provided that a Notice of Guaranteed Delivery is received by
the Warrant Agent prior to 5:00 p.m. New York City time on the
Redemption Date, broker dealers shall have two business days from
the Redemption Date, or 5:00 p.m. New York City time on November 9,
2020, to deliver the Public Warrants to the Warrant Agent. Any such
Public Warrant received without the Election to Purchase or the
Notice of Guaranteed Delivery having been duly executed and fully
and properly completed will be deemed to have been delivered for
redemption (at USD$0.01 per Public Warrant), and not for
exercise.
REDEMPTION
PROCEDURE
Payment
of the Redemption Price will be made by the Company upon
presentation and surrender of a Public Warrant for payment after
5:00 p.m. New York City time on the Redemption Date. Those who hold
their shares in “street name” should contact their broker to
determine their broker’s procedure for redeeming their Public
Warrants.
Any
questions you may have about redemption and exercising your Public
Warrants may be directed to the Warrant Agent at its address and
telephone number set forth above.
*********************************
Any
questions you may have about redemption and exercising your Public
Warrants may be directed to the Warrant Agent at its address and
telephone number set forth above.
| |
Sincerely, |
| |
|
| |
Betterware
de México, S.A.B. de C.V. |
| |
|
| |
/s/ Luis
Germán |
| |
Name: |
Luis Germán Campos Orozco |
| |
Title: |
Attorney-in-fact |
Annex A
BETTERWARE DE MÉXICO, S.A.B. DE C.V.
Election
to Purchase
(To
Be Executed Upon Exercise of Public Warrant)
The
undersigned hereby irrevocably elects to exercise the right to
receive shares of Ordinary Shares, no par value (the
“Shares”), of Betterware de México, S.A.B. de C.V.
(the “Company”) and herewith surrenders the Public
Warrants in accordance with the terms hereof.
The
Public Warrant has been called for redemption by the Company
pursuant to Section 6 of the Warrant Agreement and the Company has
required cashless exercise pursuant to Section 6.3 of the Warrant
Agreement. Accordingly, the number of Shares that this Public
Warrant is exercisable for, shall be determined in accordance with
subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement and
set forth in the notice of redemption sent to holders in such
event.
Number
of Public Warrants submitted for Exercise:
_______________________
Delivery
of Public Warrants via DWAC Withdrawal (Cusip # [●])
Name
of Broker: ________________________ DTC Number:
__________________
Underlying
Shares of Ordinary Shares (Cusip Number: [●]) to be delivered via
DWAC:
___________________
Date
of Exercise: , 2020 (Date Notice and warrants are delivered to
Warrant Agent)
_______________________________________________________
(Name of Investor)
_______________________________________________________
(Signature of Investor)
5
