UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 6-K

 

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): ☐

 

 

 

   
   

 

Other Events

 

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.

 

Exhibits

 

Exhibit No.   Description
     
5.1   Opinion of Mills Oakley
     
23.1   Consent of Mills Oakley (included in Exhibit 5.1)

 

   
   

 

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.

 

Dated: November 17, 2021

 

  NAKED BRAND GROUP LIMITED
     
  By: /s/ Justin Davis-Rice
  Name: Justin Davis-Rice
  Title:  Chief Executive Officer