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): December 1417, 2018 (December 13, 2018)

DRAPER OAKWOOD TECHNOLOGY ACQUISITION, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-38204	82-139674
(State or Other Jurisdiction of Incorporation	(Commission File Number)	(IRS Employer Identification Number)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

c/o Draper Oakwood Investments, LLC

55 East 3^rd Ave.

San Mateo, CA 94491

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (713) 213-7061

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing 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))

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 81.01 ~~Other~~Entry ~~Events~~into a Material Definitive Agreement

~~Draper Oakwood~~On ~~Technology~~December ~~Acquisition~~13, ~~Inc.~~2018 and ~~(the~~December ~~“Company”~~14, or2018, “Draper Oakwood”) ~~(NASDAQ:~~Technology ~~“DOTA~~Acquisition,~~” “DOTAU,”~~ ~~“DOTAR”~~Inc. ~~and~~(the “~~DOTAW~~Company”), ~~issued~~in aconnection ~~press~~with ~~release~~its ~~today announcing that it has entered into~~proposed ~~definitive~~business ~~agreements~~combination (the “~~Backstop~~Business ~~Agreements~~Combination”) with ~~two~~Reebonz ~~accredited~~Limited ~~investors~~ (as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended), pursuant to which one of the investors has agreed to acquire 1,000,000 shares of Class A common stock of the Company (“~~Common Stock~~Reebonz”) ~~and~~ ~~the~~pursuant ~~other investor has agreed~~ to ~~acquire $5 million of shares of Common Stock in open market or in privately negotiated transactions prior to 5:00 p.m. ET on December 14, 2018. The Backstop Agreements were executed in connection with~~ the ~~transactions contemplated by a~~ Business Combination Agreement, dated as of September 4, 2018 (as amended, the “Business Combination Agreement”), by and among the ~~DOTA~~Company, DOTA Holdings Limited, (a ~~newly formed~~ Cayman Islands exempted company ~~(“Holdco”),~~that ~~DOTA~~will ~~Merger Subsidiary~~be ~~Inc.,~~the acontinuing ~~newly~~public ~~formed~~entity ~~Delaware~~following ~~corporation~~the Business Combination and abe ~~wholly-owned~~renamed ~~subsidiary of Holdco (~~“~~Merger~~Reebonz ~~Sub~~Holding Limited”~~), Draper~~; ~~Oakwood~~referred ~~Investments,~~to ~~LLC,~~herein ~~a Delaware limited liability company, in the capacity~~ as ~~the Purchaser Representative thereunder, Reebonz Limited, a Singapore company (~~“Reebonz Holding”), Reebonz and the ~~shareholders~~certain ofother ~~Reebonz~~parties named therein, ~~(the~~entered ~~“Sellers”). Pursuant~~into toseparate ~~the~~backstop ~~Business~~agreements ~~Combination Agreement,~~ (1)the ~~Merger~~“Backstop ~~Sub will merge~~ Agreements”) with ~~and~~two ~~into~~accredited ~~Draper Oakwood~~investors, ~~with~~S4 ~~Draper~~Limited ~~Oakwood surviving the merger, and each of the former security holders of Draper Oakwood receiving securities of Holdco and~~ (2“S4”) ~~the outstanding share capital of Reebonz will be exchanged by the Sellers for ordinary shares of Holdco~~ and ~~the~~Vertex ~~outstanding~~Co-Investment ~~options~~Fund ~~and~~Pte. ~~warrants~~Ltd. of(“Vertex”, ~~Reebonz~~and ~~will~~together ~~be assumed by Holdco (~~with ~~equitable adjustments and additional amendments to the options) (collectively~~S4, the “~~Business Combination~~Backstop Investors”)., Aalong ~~copy~~with ofReebonz ~~the~~Holding ~~press release is filed herewith as Exhibit 99.1 hereto~~ and iscertain ~~incorporated~~other ~~into~~parties ~~this~~named ~~Item 8~~therein.~~01 by reference.~~

~~Forward-Looking~~Pursuant ~~Statements~~to the Backstop Agreements, S4 agreed to acquire 1,000,000 shares of Class A common stock of the Company (“Common Stock”) and Vertex agreed to acquire $5 million of shares of Common Stock (inclusive of commissions), in each case in open market or in privately negotiated transactions prior to the 5:00 pm ET on December 14, 2018 (such shares of Common Stock acquired by the Backstop Investors, and including the ordinary shares of Reebonz Holding to be issued to holders of Common Stock in connection with the consummation of the Business Combination, the “Backstop Shares”). The Backstop Investors agreed that until the earlier of the closing of the Business Combination (the “Closing”) or the date on which the Business Combination Agreement is terminated, the Backstop Investors will not transfer any Common Stock, including any Backstop Shares that they acquire. In addition, each Backstop Investor agreed (i) to vote all of its Common Stock, including any Backstop Shares, that it owns as of the record date for the Special Meeting, in favor of the Business Combination and each of the other proposals of the Company to be voted on at the Special Meeting that are required for the Closing, and (ii) to refrain from exercising any rights that such investor may have to redeem or convert any Common Stock that it owns, including any Backstop Shares.

~~Certain~~In ~~statements~~consideration ~~made~~for ~~herein~~the ~~are~~agreement ~~“forward-looking~~of ~~statements”~~the ~~within~~Backstop Investors, Reebonz Holding agreed (i) to issue to the ~~meaning~~Backstop ofInvestors ordinary shares (the “~~safe harbor~~Additional Shares”) ~~provisions~~at the rate of 0.25 share for each Backstop Share purchased and not redeemed, and (ii) to register the ~~Private~~resale of ~~Securities~~such ~~Litigation~~Additional ~~Reform~~Shares ~~Act~~(and ofany ~~1995.~~Backstop ~~Forward-looking~~Shares ~~statements~~that may be ~~identified~~deemed to be held by an affiliate of Reebonz Holding) pursuant to the Securities ~~use~~Act of ~~words~~1933, ~~such~~as amended, as ~~“estimate~~promptly as practicable after the Closing. In addition,” the parties agreed that the Backstop ~~“plan,”~~Shares ~~“project~~(which,” ~~“forecast~~upon the Closing,” ~~“intend~~will become ordinary shares of Reebonz Holding) and,” ~~“expect~~when registered,” ~~“anticipate~~the Additional Shares (which,” ~~“believe,”~~upon ~~“may”~~the Closing, ~~“seek~~will become ordinary shares of Reebonz Holding),” ~~“target”~~will ~~and~~be ~~other~~sold ~~similar~~in ~~expressions~~market ~~that~~transactions ~~predict~~during orthe 90-day period ~~indicate~~following ~~future~~the ~~events~~Closing or(which ~~trends~~90 orday ~~that~~period ~~are~~may ~~not~~be ~~statements~~shortened ofto ~~historical~~up ~~matters~~to 60 days by Reebonz Holding), subject to certain volume and sale limitations. ~~Such~~Any ~~forward-looking~~shares ~~statements~~not ~~include~~sold in the ~~timing~~ ofopen market during the ~~Business~~period ~~Combination;~~will be purchased by Reebonz Holding at the ~~ability~~end of ~~Draper~~the period. ~~Oakwood~~Under ~~and~~certain circumstances, Reebonz Holding may be required during such 90-day period to ~~consummate~~purchase certain of the ~~Business~~securities held ~~Combination;~~by the ~~business plans~~Backstop Investors. In the event that the aggregate proceeds from such sales, ~~objectives~~including the Additional Shares, ~~expectations~~are less ~~and~~than ~~intentions~~110% of the ~~parties~~aggregate ~~once~~amount paid by the ~~Business~~applicable ~~complete;~~Backstop ~~and~~Investor ~~Draper~~for ~~Oakwood’s~~the ~~and~~Backstop Shares, Reebonz’s Holding has agreed ~~future~~to ~~results~~pay ofto ~~operations,~~such ~~business~~Backstop ~~strategies,~~Investor ~~competitive~~the ~~position~~difference in cash (the “Guaranty Obligation”). In addition, ~~industry~~the ~~environment~~Company and ~~potential~~Reebonz Holding ~~growth~~have ~~opportunities. These~~agreed ~~forward-looking~~to ~~statements~~deposit ~~reflect~~the portion of the ~~current~~funds ~~analysis~~currently held in the Company’s trust account for the benefit of Company ~~existing~~public ~~information~~stockholders ~~and~~which ~~are~~is ~~subject~~attributable to ~~various~~such ~~risks~~Backstop ~~and~~Shares ~~uncertainties.~~(based on the price per share to be paid to the Company’s Aspublic stockholders who have properly elected to redeem their public shares in connection with the Closing) into a ~~result~~segregated escrow account, ~~caution~~as ~~must~~security befor ~~exercised~~the inpayment ~~relying~~of onthe ~~forward-looking~~Guaranty ~~statements~~Obligation. ~~Due~~The toCompany ~~known~~also ~~and~~agreed ~~unknown~~with ~~risks,~~Vertex ~~our~~that ~~actual~~if ~~results~~the Business Combination ~~may~~Agreement ~~differ~~is ~~materially~~terminated, ~~from~~the ~~our~~Company ~~expectations~~will orliquidate ~~projections~~promptly thereafter.

~~The~~A ~~following~~copy ~~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~~Backstop ~~outcome~~Agreements ofare ~~any~~filed ~~legal~~with ~~proceedings~~this ~~that~~Current ~~may~~Report 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~~Form ~~NASDAQ~~8-K ~~Capital Market~~as orExhibits ~~any~~10.1 ~~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~~10.2 ~~as a result of the announcement~~ and ~~consummation~~are ofincorporated ~~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~~reference, ~~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~~foregoing ~~and~~description ~~costs~~ of the ~~development programs;~~Backstop ~~Reebonz’s~~Agreements ~~estimates~~is ofqualified ~~the~~in ~~size of the markets for~~ its ~~products~~entirety 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~~reference 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 Reebonzthereto.

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 thereto. 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.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		Press Release, dated as of December 14, 2018
10.1		Backstop Agreement, dated as of December 13, 2018, by and among the Company, Reebonz Holding, S4 Limited and for certain limited purposes Cowen and Company, LLC.
10.2		Backstop Agreement, dated as of December 14, 2018, by and among the Company, Reebonz Holding, Vertex Co-Investment Fund Pte. Ltd. and for certain limited purposes Cowen and Company, LLC.

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: December 14, 2018	Draper Oakwood Technology Acquisition, Inc.
Dated: December 17, 2018	Draper Oakwood Technology Acquisition, Inc.
	By:	/s/ Aamer Sarfraz
	Name:	Aamer Sarfraz
	Title:	Chief Executive Officer

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