SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of: June 2021
Commission File Number: 001-38544
NAKED BRAND GROUP LIMITED
(Translation of registrant’s name into English)
Unit 7, 35-39 William Street, Double Bay, New South Wales 2028, Australia
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F [X] 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): [ ]
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes [ ] No [X]
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-___________.
On June 22, 2021, Naked Brand Group Limited (the “Company”) filed a prospectus supplement with the Securities and Exchange Commission (the “SEC”) relating to Company’s ordinary shares to be sold from time to time by certain selling stockholders of the Company. The prospectus supplement forms a part of the Company’s Registration Statement on Form F-3 (Reg. No. 333-256258), which was filed with the SEC and became effective on May 18, 2021.
Mills Oakley, counsel to the Company, has issued an opinion to the Company, dated June 22, 2021, regarding the validity of such shares. A copy of the opinion is filed as Exhibit 5.1 to this Report of Foreign Private Issuer on Form 6-K.
The information contained in this Report on Form 6-K, including the exhibits hereto, shall be incorporated by reference in the Company’s registration statements on Form F-3 (File Nos. 333-226192, 333-230757, 333- 232229, 333-235801, 333-243751, 333-249490 , 333-249547, 333-254245, and 333-256258) and the prospectuses included therein.
|5.1||Opinion of Mills Oakley|
|23.1||Consent of Mills Oakley (included in Exhibit 5.1)|
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: June 22, 2021
|NAKED BRAND GROUP LIMITED|
|By:||/s/ Justin Davis-Rice|
|Title:||Chief Executive Officer|