As
previously reported on a Current Report on Form 8-K filed by the Company on September 5, 2018, on September 4, 2018, the Company
entered into a Business Combination Agreement (the “Business Combination Agreement”) with DOTA Holdings Limited, a
newly formed Cayman Islands exempted company (“Holdco”), DOTA Merger Subsidiary Inc., a newly formed Delaware corporation
and a wholly-owned subsidiary of Holdco (“Merger Sub”), Draper Oakwood Investments, LLC, a Delaware limited liability
company, in the capacity as the Purchaser Representative thereunder, Reebonz, and the shareholders of Reebonz named therein (the
“Sellers”). Pursuant to the Business Combination Agreement, (1) Merger Sub will merge with and into Draper Oakwood,
with Draper Oakwood surviving the merger, and each of the former security holders of Draper Oakwood receiving securities of Holdco
and (2) the outstanding share capital of Reebonz will be exchanged by the Sellers for ordinary shares of Holdco and the outstanding
options and warrants of Reebonz will be assumed by Holdco (with equitable adjustments and additional amendments to the options)
(collectively, the “Business Combination”).
Forward-Looking
Statements
Certain
statements made herein are “forward-looking statements” within the meaning of the “safe harbor” provisions
of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such
as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,”
“anticipate,” “believe,” “may”, “seek,” “target” and other similar
expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking
statements include the timing of the Business Combination; the ability of Draper Oakwood and Reebonz to consummate the Business
Combination; the business plans, objectives, expectations and intentions of the parties once the Business complete; and Draper
Oakwood’s and Reebonz’s future results of operations, business strategies, competitive position, industry environment
and potential growth opportunities. These forward-looking statements reflect the current analysis of existing information and
are subject to various risks and uncertainties. As a result, caution must be exercised in relying on forward-looking statements.
Due to known and unknown risks, our actual results may differ materially from our expectations or projections.
The
following factors, among others, could cause actual results to differ materially from those described in these forward-looking
statements: the occurrence of any event, change or other circumstances that could give rise to the termination of the Business
Combination Agreement; the outcome of any legal proceedings that may be instituted against Reebonz or Draper Oakwood following
the announcement of the proposed Business Combination and the other transactions contemplated thereby; the inability to complete
the proposed Business Combination or the other transactions due to the failure to obtain approval of the stockholders of Draper
Oakwood, or other conditions to closing in the Business Combination Agreement; the inability to maintain the listing of Holdco’s
securities on The NASDAQ Capital Market or any other stock exchange following the proposed Business Combination; the risk that
the proposed Business Combination or the other transactions may disrupt current plans and operations as a result of the announcement
and consummation of the proposed Business Combination described herein; the inability to recognize the anticipated benefits of
the proposed Business Combination, which may be affected by, among other things, competition and the inability of the combined
business to grow and manage growth profitably; Reebonz’s ability to execute its plans to further grow its business and the
timing and costs of the development programs; Reebonz’s estimates of the size of the markets for its products and services;
the rate and degree of market acceptance of Reebonz’s products and services; rising costs adversely affecting Reebonz’s
profitability; costs related to the proposed Business Combination; the intense competition in the industry; the possibility that
Reebonz or Draper Oakwood may be adversely affected by other economic, business, and/or competitive factors; the risk of loss
of key personnel or inability to recruit talent; and other risks and uncertainties described herein, as well as those risks and
uncertainties discussed from time to time in other reports and other public filings with the Securities and Exchange Commission
(the “SEC”) by Draper Oakwood and Reebonz.
Additional
information concerning these and other factors that may impact our expectations and projections can be found in Draper Oakwood’s
periodic filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and in its
definitive proxy statement filed with the SEC on December 6, 2018 and the definitive proxy statement supplement filed with the
SEC on December 11, 2018. Draper Oakwood’s SEC filings are available publicly on the SEC’s website at www.sec.gov.
Draper Oakwood and Reebonz disclaim any obligation to update the forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
Additional
Information about the Transactions and Where to Find It
In
connection with the Business Combination, Draper Oakwood has filed a definitive proxy statement with the SEC on December 6, 2018
and has mailed a definitive proxy statement and other relevant documents on December 7, 2018 to its stockholders as of a record
date of December 5, 2018. Investors and security holders of Draper Oakwood are advised to read the definitive proxy statement
in connection with Draper Oakwood’s solicitation of proxies for its stockholders’ meeting to be held to approve the
Business Combination because the proxy statements contains important information about the Business Combination and the parties
to it. The definitive proxy statement were mailed to stockholders of Draper Oakwood as of December 5, 2018. Stockholders are also
able to obtain copies of the proxy statement, without charge, once available, at the SEC’s website at
www.sec.gov
or
by directing a request to: Draper Oakwood Technology Acquisition, Inc. c/o Aamer Sarfraz, Draper Oakwood Investments, LLC, 55
East 3rd Ave., San Mateo, CA 94491.
Participants
in the Solicitation
Draper
Oakwood, Reebonz, and their respective directors, executive officers and other members of their management and employees, under
SEC rules, may be deemed to be participants in the solicitation of proxies of Draper Oakwood’s stockholders in connection
with the Business Combination. Information regarding the participants is available in the definitive proxy statement filed
by Draper Oakwood with the SEC on December 6, 2018. Additional information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests is contained in the preliminary proxy statement, which can be obtained
free of charge from the sources indicated above.
Disclaimer
This
report shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any
sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction.
