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): ~~September~~November 2318, 2019

DD3 Acquisition Corp.
(Exact name of registrant as specified in its charter)

British Virgin Islands
(State or other jurisdiction
of incorporation)

001-38700
(Commission File Number)

N/A
(I.R.S. Employer
Identification No.)

c/o DD3 Mex Acquisition Corp

Pedregal 24, 4th Floor

Colonia Molino del Rey, Del. Miguel Hidalgo

Mexico City, Mexico

(Address of principal executive offices)

11040

(Zip Code)

+52 (55) 8647-0417
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

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

x☒ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Ordinary Share and one Warrant	DDMXU	The Nasdaq Stock Market LLC
Ordinary Shares, no par value per share	DDMX	The Nasdaq Stock Market LLC
Warrants, each warrant exercisable for one Ordinary Share at an exercise price of $11.50	DDMXW	The Nasdaq Stock Market LLC

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 x☒

If an ~~emerging~~ emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying ~~with~~ with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨☐

Item 17.01. ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement.~~Disclosure

AsAttached ~~previously~~as ~~disclosed,~~Exhibit ~~on August 2, 2019, DD3 Acquisition Corp~~99.,1 ato ~~British~~this ~~Virgin~~Current ~~Islands~~Report ~~company~~on ~~(“DD3”)~~Form ~~entered~~8-K ~~into a Combination~~ and ~~Stock Purchase~~incorporated ~~Agreement~~herein ~~(the~~by ~~“Agreement”)~~reference ~~with~~is ~~Campalier,~~an ~~S.A.~~updated deform ~~C.V.,~~of apresentation ~~Mexican~~to ~~sociedad~~be ~~anónima~~used ~~de capital~~by ~~variable~~DD3 ~~(“Campalier”),~~Acquisition ~~Promotora Forteza, S~~Corp.A. ~~de C.V., a Mexican sociedad anónima de capital variable~~ (“~~Forteza~~DD3”), ~~Strevo,~~in ~~S.A.~~presentations defor ~~C.V.,~~certain aof ~~Mexican~~DD3’s ~~sociedad~~shareholders ~~anónima~~and deother ~~capital~~persons ~~variable~~in ~~(“Strevo”,~~connection ~~and together~~ with ~~Campalier~~DD3’s ~~and~~proposed ~~Forteza,~~business combination (the “~~Sellers~~Transaction”), with Betterware de México, S.A. de C.V., a Mexican sociedad anónima de capital variable (“Betterware”),. ~~BLSM~~Such ~~Latino~~exhibit ~~América~~and ~~Servicios,~~the ~~S.A.~~information ~~de C.V., a Mexican~~set ~~sociedad~~forth ~~anónima~~therein deshall ~~capital~~not ~~variable~~be ~~(“BLSM”),~~deemed ~~and,~~to ~~solely~~be filed for ~~the~~ purposes ~~set~~of ~~forth~~Section in18 ~~Article XI~~ of the ~~Agreement,~~Securities ~~DD3~~Exchange ~~Mex~~Act ~~Acquisition~~of ~~Corp~~1934, ~~S.A.~~as deamended ~~C.V., a Mexican sociedad anónima de capital variable~~ (~~“DD3~~the ~~Mexico~~“Exchange Act”), ~~pursuant~~or tootherwise ~~which~~be ~~DD3~~subject ~~agreed~~ to ~~merge~~the ~~with~~liabilities ~~and~~of ~~into~~that ~~Betterware~~section, innor ashall ~~business~~it ~~combination~~be ~~(the~~deemed ~~“Transaction”) that~~to ~~will~~be ~~result~~incorporated by reference in ~~Betterware~~any ~~surviving~~filing under the ~~merger~~Securities ~~and~~Act ~~BLSM~~of ~~becoming~~1933, aas ~~wholly-owned~~amended, ~~subsidiary~~or ofthe ~~Betterware~~Exchange Act.

OnAdditional September 23, 2019, DD3, the Sellers, Betterware, BLSM and DD3 Mexico entered into an Amendment Agreement to the Combination and Stock Purchase Agreement (the “Amendment”). Pursuant to the Amendment, the definition of “Companies Valuation” under Article I of the Agreement was revised to eliminate the inclusion of Net Debt (as defined in the Agreement) in such valuation. Other than as modified pursuant to the Amendment, the Agreement remains in full force and effect.Information

~~The~~In ~~foregoing~~connection ~~descriptions~~with ofthe proposed Transaction, Betterware filed a registration statement on Form F-4 (File No. 333-233982) (the ~~Amendment~~“Registration Statement”) with the U.S. Securities and Exchange Commission (the ~~Agreement~~“SEC”) doon ~~not~~September ~~purport~~27, 2019 that includes a preliminary proxy statement of DD3 that also constitutes a preliminary prospectus of Betterware in respect of the securities to be ~~complete~~issued ~~and~~in ~~are~~the ~~qualified~~Transaction. inBetterware ~~their~~subsequently ~~entirety~~filed byAmendment ~~reference~~No. 1 to the ~~full~~Registration ~~text~~Statement on November 7, 2019. ofAlso in connection with the ~~Amendment~~proposed Transaction, Betterware filed a ~~copy~~registration ofstatement ~~which~~on isForm ~~filed~~F-1 ~~with~~(File ~~this~~No. ~~Current~~333-234692) ~~Report~~with the SEC on ~~Form~~November ~~8-K~~14, as2019. ~~Exhibit~~DD3 2will mail a definitive proxy statement/prospectus and other relevant documents to the shareholders of DD3.1 Shareholders of DD3 and isother ~~incorporated~~interested ~~herein~~persons byare ~~reference~~advised to read, when available, the preliminary proxy statement/prospectus, and amendments thereto, and definitive proxy statement/prospectus in connection with DD3’s solicitation of proxies for the special ~~Agreement~~meeting to be held to approve the Transaction because these documents will contain important information about DD3, aBetterware and ~~copy~~the ofTransaction. ~~which~~The ~~was~~definitive ~~filed~~proxy statement/prospectus will be mailed to shareholders of DD3 as ~~Exhibit~~of ~~2.1~~a record date to ~~the~~be established ~~Current~~for ~~Report~~voting on ~~Form~~the ~~8-K~~Transaction. ~~filed~~Shareholders ~~with~~will also be able to obtain copies of the ~~U.S.~~proxy ~~Securities~~statement/prospectus, without ~~and~~charge, ~~Exchange~~once ~~Commission~~available, (at the “SEC”)’s Internet site at http://www.sec.gov or by directing a request to: DD3 onAcquisition ~~August~~Corp., c/o 8DD3 Mex Acquisition Corp, ~~2019~~Pedregal ~~and~~24, is4th ~~incorporated~~Floor, ~~herein~~Colonia Molino del Rey, Del. Miguel Hidalgo, 11040 Mexico City, Mexico, or by ~~reference~~calling +52 (55) 8647-0417.

~~Item~~Participants ~~8.01.~~in ~~Other~~the ~~Events.~~Solicitation

InDD3, ~~connection~~Betterware and their respective directors and executive officers may be considered participants in the solicitation of proxies with respect to the proposed Transaction, onunder ~~September~~the ~~27,~~rules ~~2019,~~of ~~Betterware~~the ~~filed~~SEC. aInformation ~~registration~~about ~~statement~~the ondirectors ~~Form~~and ~~F-4~~executive ~~(File~~officers ~~No.~~of ~~333-233982)~~DD3 ~~(the~~is ~~“Registration~~set forth ~~Statement”)~~in ~~with~~its Annual Report on Form 10-K for the ~~SEC,~~year ~~which~~ended ~~includes~~June a30, ~~preliminary~~2019, ~~proxy~~which ~~statement~~was offiled ~~DD3~~with ~~that~~the ~~constitutes~~SEC aon ~~preliminary~~September ~~prospectus~~20, ~~of Betterware~~2019.

Additional ~~Information~~information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders in connection with the proposed Transaction will be set forth in the definitive proxy statement/prospectus for the Transaction when available. These documents can be obtained free of charge from the sources indicated above.

In connection with the proposed Transaction, the Registration Statement was filed with the SEC that includes a preliminary proxy statement of DD3 that also constitutes a preliminary prospectus of Betterware in respect of the securities to be issued in the Transaction. DD3 will mail a definitive proxy statement/prospectus and other relevant documents to the shareholders of DD3. Shareholders of DD3 and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus, and amendments thereto, and definitive proxy statement/prospectus in connection with DD3’s solicitation of proxies for the special meeting to be held to approve the Transaction because these documents will contain important information about DD3, Betterware and the Transaction. The definitive proxy statement/prospectus will be mailed to shareholders of DD3 as of a record date to be established for voting on the Transaction. Shareholders will also be able to obtain copies of the proxy statement/prospectus, without charge, once available, at the SEC’s Internet site at http://www.sec.gov or by directing a request to: DD3 Acquisition Corp., c/o DD3 Mex Acquisition Corp, Pedregal 24, 4th Floor, Colonia Molino del Rey, Del. Miguel Hidalgo, 11040 Mexico City, Mexico, or by calling +52 (55) 8647Non-~~0417.~~Solicitation

~~Participants~~This communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed ~~Solicitation~~Transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of DD3 or Betterware, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a definitive document.

DD3, Betterware and their respective directors and executive officers may be considered participants in the solicitation of proxies with respect to the proposed Transaction under the rules of the SEC. Information about the directors and executive officers of DD3 is set forth in its Annual Report on Form 10-K for the year ended June 30, 2019, which was filed with the SEC on September 20, 2019.2

~~Additional~~Forward-looking information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders in connection with the proposed Transaction will be set forth in the definitive proxy statement/prospectus for the Transaction when available. These documents can be obtained free of charge from the sources indicated above.Statements

2This communication includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States 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 projections, estimates and forecasts of revenue and other financial and performance metrics and projections of market opportunity and expectations, and the closing of the proposed Transaction. These statements are based on various assumptions and on the current expectations of DD3 and Betterware management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of DD3 and Betterware. These forward-looking statements are subject to a number of risks and uncertainties, including changes in Betterware’s clients’ preferences, prospects and the competitive conditions prevailing in the industries in which Betterware operates; the inability of the parties to successfully or timely consummate the proposed Transaction, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed Transaction or that the approval of the shareholders of DD3 for the proposed Transaction is not obtained; failure to realize the anticipated benefits of the proposed Transaction, including as a result of a delay in consummating the proposed Transaction or a delay or difficulty in integrating the businesses of DD3 and Betterware; the amount of redemption requests made by DD3’s shareholders; the ability to meet Nasdaq’s listing standards following the consummation of the proposed Transaction; those factors discussed in DD3’s Annual Report on Form 10-K for the year ended June 30, 2019 under the heading “Risk Factors,” and other documents of DD3 filed, or to be filed, with the SEC. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither DD3 nor Betterware presently know or that DD3 and Betterware currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect DD3’s and Betterware’s expectations, plans or forecasts of future events and views as of the date of this Current Report on Form 8-K. DD3 and Betterware anticipate that subsequent events and developments will cause DD3’s and Betterware’s assessments to change. However, while DD3 and Betterware may elect to update these forward-looking statements at some point in the future, DD3 and Betterware specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing DD3’s and Betterware’s assessments as of any date subsequent to the date of this Current Report on Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking statements.

~~Non-Solicitation~~Item 8.01. Other Events.

~~This~~See ~~communication is~~Item not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of DD3 or Betterware, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction7. ~~No offer of securities shall be made except by means of a definitive document~~01.

~~Forward-looking~~Item 9.01. Financial Statements and Exhibits.

This communication includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995(d) Exhibits. 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 projections, estimates and forecasts of revenue and other financial and performance metrics and projections of market opportunity and expectations, and the closing of the proposed Transaction. These statements are based on various assumptions and on the current expectations of DD3 and Betterware management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of DD3 and Betterware. These forward-looking statements are subject to a number of risks and uncertainties, including changes in Betterware’s clients’ preferences, prospects and the competitive conditions prevailing in the industries in which Betterware operates; the inability of the parties to successfully or timely consummate the proposed Transaction, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed Transaction or that the approval of the shareholders of DD3 for the proposed Transaction is not obtained; failure to realize the anticipated benefits of the proposed Transaction, including as a result of a delay in consummating the proposed Transaction or a delay or difficulty in integrating the businesses of DD3 and Betterware; the amount of redemption requests made by DD3’s shareholders; the ability to meet Nasdaq’s listing standards following the consummation of the proposed Transaction; those factors discussed in DD3’s Annual Report on Form 10-K for the year ended June 30, 2019 under the heading “Risk Factors,” and other documents of DD3 filed, or to be filed, with the SEC. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither DD3 nor Betterware presently know or that DD3 and Betterware currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect DD3’s and Betterware’s expectations, plans or forecasts of future events and views as of the date of this Current Report on Form 8-K. DD3 and Betterware anticipate that subsequent events and developments will cause DD3’s and Betterware’s assessments to change. However, while DD3 and Betterware may elect to update these forward-looking statements at some point in the future, DD3 and Betterware specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing DD3’s and Betterware’s assessments as of any date subsequent to the date of this Current Report on Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Exhibit
99.1		Form of Investor Presentation

~~(d) Exhibits.~~3

Exhibit No.		Exhibit
2.1		Amendment Agreement to the Combination and Stock Purchase Agreement, dated as of September 23, 2019, by and among DD3 Acquisition Corp., Campalier, S.A. de C.V., Promotora Forteza, S.A. de C.V., Strevo, S.A. de C.V., Betterware de México, S.A. de C.V., BLSM Latino América Servicios, S.A. de C.V., and DD3 Mex Acquisition Corp, S.A. de C.V.

SIGNATURE

3Pursuant 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.

SIGNATURE

	DD3 Acquisition Corp.

	By:	/s/ Daniel Salim
		Name: Daniel Salim
		Title: Chief Financial Officer

~~Pursuant~~Date: November ~~to the requirements of the Securities Exchange Act of 1934~~18, ~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~2019

DD3 Acquisition Corp.
By:	/s/ Martin Werner
	Name:	Martin Werner
	Title:	Chief Executive Officer

Date: September 27, 2019

Filing Compare · DD3 Acquisition Corp., S.A. de C.V.