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: November 2021
Commission File Number: 001-38544
NAKED BRAND GROUP LIMITED
(Translation of registrant’s name into English)
Level 61, MLC Centre, 25 Martin Place, Sydney, New South Wales 2000, 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 ☒ 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): ☐
On November 17, 2021, Naked Brand Group Limited (the “Company”) filed a prospectus supplement with the Securities and Exchange Commission (the “SEC”) relating to ordinary shares of the Company to be resold from time to time by the selling shareholder identified therein. 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 November 17, 2021, regarding the validity of such ordinary 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: November 17, 2021
|NAKED BRAND GROUP LIMITED|
|By:||/s/ Justin Davis-Rice|
|Title:||Chief Executive Officer|