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): February 3 7, 2020

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

British Virgin Islands	001-38700	N/A
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

c/o DD3 Mex Acquisition Corp

Pedregal 24, 4th Floor

Colonia Molino del Rey, Del. Miguel Hidalgo

Mexico City, Mexico

11040

(Address of principal executive offices)

(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:

☒☐ 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 ☒

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 15.0107. ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

~~As previously~~On ~~disclosed,~~February ~~on August 2~~7, ~~2019~~2020, DD3 Acquisition Corp., ~~a British Virgin Islands company~~ (“DD3”), ~~entered into~~held a ~~Combination~~special ~~and~~meeting ~~Stock~~of ~~Purchase~~shareholders ~~Agreement~~ (the “~~Agreement~~Special Meeting”) in connection with ~~Campalier,~~the ~~S.A.~~proposed debusiness ~~C.V.,~~combination a(the ~~Mexican~~“Transaction”) ~~sociedad anónima~~of deDD3 ~~capital~~and ~~variable~~Betterware ~~(“Campalier”),~~de ~~Promotora Forteza~~México, S.A. de C.V., ~~a Mexican sociedad anónima de capital variable~~ (“~~Forteza~~Betterware”), as ~~Strevo,~~described ~~S.A.~~in dethe ~~C.V.,~~definitive aproxy ~~Mexican~~statement ~~sociedad~~filed ~~anónima~~by deDD3 ~~capital~~with ~~variable (“Strevo”,~~the ~~and~~SEC ~~together~~on ~~with~~January ~~Campalier and Forteza~~22, 2020 (the “~~Sellers~~Proxy Statement”), and ~~Betterware~~incorporated deherein ~~México,~~by Sreference.~~A. de~~ ~~C.V.,~~Present aat ~~Mexican~~the ~~sociedad~~Special ~~anónima~~Meeting dewere ~~capital~~holders ~~variable~~of ~~(“Betterware”)~~4, ~~BLSM Latino América Servicios~~929, ~~S.A.~~919 deordinary ~~C.V.,~~shares aof ~~Mexican~~DD3 ~~sociedad anónima de capital variable~~ (“~~BLSM~~Ordinary Shares”), ~~and,~~in ~~solely~~person ~~for~~or ~~the~~by ~~purposes set~~proxy, ~~forth~~representing in68.25% ~~Article XI~~ of the ~~Agreement,~~voting ~~DD3~~power ~~Mex~~of ~~Acquisition~~the ~~Corp,~~Ordinary ~~S.A.~~Shares deas ~~C.V.,~~of aJanuary ~~Mexican~~16, ~~sociedad~~2020, ~~anónima de capital~~the ~~variable~~record ~~(“DD3~~date ~~Mexico”),~~for ~~pursuant to which DD3 agreed to merge with and into Betterware (~~the ~~“Merger”) in~~Special aMeeting ~~business combination~~ (the “~~Transaction~~Record Date”), ~~that~~and ~~will~~constituting ~~result~~a inquorum ~~Betterware~~for ~~surviving~~ the ~~Merger~~transaction ~~and~~of ~~BLSM becoming~~business. aAs ~~wholly-owned~~of ~~subsidiary~~the ofRecord ~~Betterware~~Date, ~~which~~there ~~was~~were ~~amended on September 23~~7,223,200 ~~2019~~Ordinary ~~pursuant~~Shares toissued ~~the Amendment Agreement to the Combination~~ and ~~Stock Purchase Agreement (the “First Amendment”)~~outstanding.

~~On February~~At ~~3, 2020, DD3,~~ the ~~Sellers,~~Special ~~Betterware~~Meeting, ~~BLSM and~~ DD3’s ~~Mexico~~shareholders ~~entered~~approved ~~into~~ the ~~Second~~Business ~~Amendment~~Combination ~~Agreement~~Proposal, to the ~~Combination and~~Redomiciliation ~~Stock~~Proposal ~~Purchase~~and ~~Agreement (~~the ~~“Second~~Merger ~~Amendment”). The Second Amendment~~Proposal, ~~among~~in ~~other~~each case ~~things,~~as ~~(i)~~defined ~~permits~~and ~~the~~described ~~purchase price~~in togreater bedetail ~~mutually~~in ~~determined by~~ the ~~parties~~Proxy ~~based~~Statement. ~~upon~~The ~~the~~approval ~~amount~~ of ~~cash~~each ~~available~~of in the ~~trust~~proposals ~~account~~required on the ~~date~~affirmative vote of the ~~special~~ ~~meeting~~holders of ~~DD3’s~~a ~~shareholders~~majority ~~to seek shareholder approval~~ of the ~~proposed~~Ordinary ~~Transaction~~Shares ~~and~~voted ~~related~~thereon ~~matters~~at (the “ Special Meeting”). ~~and~~The ~~for~~Adjournment ~~such~~Proposal, ~~purchase~~as ~~price~~defined and todescribed bein ~~payable~~greater atdetail ~~closing~~ in ~~cash~~the orProxy ~~transferred~~Statement, aswas anot ~~liability~~presented to ~~Betterware as~~DD3’s ~~part~~shareholders ofas the ~~Merger~~Business ~~and~~Combination Proposal, ~~(ii) extends~~ the ~~date~~Redomiciliation onProposal ~~which~~and the ~~Agreement~~Merger ~~may~~Proposal beeach ~~terminated~~received bya ~~either~~sufficient ~~DD3~~number orof ~~the~~votes ~~Sellers~~for ifapproval. ~~the~~DD3 ~~closing~~intends ~~has not yet occurred from January 31, 2020~~ to ~~March~~consummate ~~15,~~the ~~2020.~~Transaction ~~Other~~as ~~than~~promptly as ~~modified~~reasonably ~~pursuant to the First Amendment and the Second Amendment, the Agreement remains in full force and effect~~possible.

ASet ~~copy~~forth ofbelow are the ~~Second~~final ~~Amendment~~voting isresults ~~filed~~for ~~with~~each ~~this~~of ~~Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference, and~~ the ~~foregoing~~proposals ~~description~~presented ofat the ~~Second~~Special ~~Amendment is qualified in its entirety by reference thereto.~~Meeting:

~~Additional~~Business ~~Information~~Combination Proposal

InThe ~~connection~~Business ~~with~~Combination ~~the~~Proposal ~~proposed~~was ~~Transaction, Betterware filed a registration statement on Form F-4 (File No~~approved. ~~333-233982)~~The ~~(the~~voting ~~“F-4 Registration~~results ~~Statement”) with the U.S. Securities and Exchange Commission (the “SEC”), which includes a proxy statement~~ of ~~DD3 with respect to~~ the ~~Special~~Ordinary ~~Meeting~~Shares that also constitutes a prospectus of Betterware in respect of the securities to be issued in the proposed Transaction. Also in connection with the proposed Transaction, Betterware filed a registration statement on Form F-1 (File No. 333-234692) (the “F-1 Registration Statement”) with the SEC. On January 22, 2020, the F-4 Registration Statement and the F-1 Registration Statement, in each case, as amended, were ~~declared effective and DD3 filed a definitive proxy statement with the SEC (the “Proxy Statement”), which was mailed on or about that date to DD3’s shareholders~~ as of the January 16, 2020 record date for the Special Meeting. DD3’s shareholders and other interested persons are advised to read the Proxy Statement as well as other relevant documents filed with the SEC because these documents will contain important information about DD3, Betterware and the proposed Transaction. Shareholders will also be able to obtain copies of the Proxy Statement and other relevant documents filed with the SEC, without charge, once available, at the SEC’s Internet site at httpfollows://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) 8647-0417.

Participants in the Solicitation

For		Against		Abstain
	4,804,971		124,948		0

~~DD3,~~Redomiciliation 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 fiscal year ended June 30, 2019, which was filed with the SEC on September 20, 2019.Proposal

~~Additional~~The ~~information~~Redomiciliation ~~regarding~~Proposal ~~the~~was ~~persons~~approved. ~~who~~The ~~may,~~voting ~~under~~results ~~the rules~~ of the ~~SEC,~~Ordinary beShares ~~deemed~~were ~~participants~~as in the solicitation of the shareholders in connection with the proposed Transaction is set forth in the Proxy Statement. These documents can be obtained free of charge from the sources indicated above.follows:

Non-Solicitation

For		Against		Abstain
	4,804,971		40,400		84,548

~~This~~Merger 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 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.Proposal

1The Merger Proposal was approved. The voting results of the Ordinary Shares were as follows:

Forward-Looking Statements

For		Against		Abstain
	4,804,971		40,400		84,548

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. 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 fiscal year ended June 30, 2019 and the Proxy Statement, in each case, 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.1

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

~~(d) 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. 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; 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 as of the closing of the proposed Transaction; 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 fiscal year ended June 30, 2019 and the Proxy Statement, in each case, 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.

Exhibit No.		Exhibit
2.1		Second Amendment Agreement to the Combination and Stock Purchase Agreement, dated as of February 3, 2020, 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.

2SIGNATURE

~~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.

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.

	DD3 Acquisition Corp.

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

	DD3 Acquisition Corp.
	By:	/s/ Daniel Salim
		Name: Daniel Salim
		Title: Chief Financial Officer

Date: February 7, 2020

~~Date: February 4, 2020~~3

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