RBZ / Reebonz Holding Limited - SEC申報文件，年度報告，委任書

Current Report of Foreign Issuer - FORM 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2020 Commission File Number: 001-38772 REEBONZ HOLDING LIMITED (Exact Name of Registrant as Specified in Its Charter) c/o Reebonz Limited, 5 Tampines North Drive 5 #07-00 Singapore 528

Current Report of Foreign Issuer - FORM 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2020 Commission File Number: 001-38772 REEBONZ HOLDING LIMITED (Exact Name of Registrant as Specified in Its Charter) c/o Reebonz Limited, 5 Tampines North Drive 5 #07-00 Singapore 528

RBZ / Reebonz Holding Limited 6-K - Current Report of Foreign Issuer - REPORT OF FOREIGN PRIVATE ISSUER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2020 Commission File Number: 001-38772 REEBONZ HOLDING LIMITED (Exact Name of Registrant as Specified in Its Charter) c/o Reebonz Limited, 5 Tampines North Drive 5 #07-00 Singapore 528

Reebonz Receives Nasdaq Deficiency Notice, Has 180 Days to Regain Compliance

Exhibit 99.1 Reebonz Receives Nasdaq Deficiency Notice, Has 180 Days to Regain Compliance SINGAPORE, 13 APRIL 2020 — Reebonz Holding Limited (the “Company” or “Reebonz”; Nasdaq: RBZ), a leading online luxury marketplace and platform in Asia Pacific, announced today that it has received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") dated

Forbearance and Amendment Agreement

EX-10.1 2 ea119270ex10-1reebonzhold.htm FORBEARANCE AND AMENDMENT AGREEMENT Exhibit 10.1 Execution Copy FORBEARANCE AND AMENDMENT AGREEMENT This Forbearance and Amendment Agreement (“Agreement”) is made and entered into this 4th day of March, 2020, by and between, ALTO OPPORTUNITY MASTER FUND, SPC – SEGREGATED MASTER PORTFOLIO B (the “Investor”) and Reebonz Holdings Limited, a company organized un

Reebonz Receives Nasdaq Notice of Non-compliance; Intends to Request Hearing

Exhibit 99.1 Reebonz Receives Nasdaq Notice of Non-compliance; Intends to Request Hearing SINGAPORE, 4 MARCH 2020 — Reebonz Holding Limited (the “Company” or “Reebonz;” Nasdaq: RBZ), a leading online luxury marketplace and platform in Asia Pacific, announced today that it received formal notice from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”), dated Feb

RBZ / Reebonz Holding Limited 6-K - Current Report of Foreign Issuer - REPORT OF FOREIGN PRIVATE ISSUER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2020 and March 2020 Commission File Number: 001-38772 REEBONZ HOLDING LIMITED (Exact Name of Registrant as Specified in Its Charter) c/o Reebonz Limited, 5 Tampines North Drive 5 #0

RBZ / Reebonz Holding Limited / Sabby Management, LLC - SABBY 13G-A RBZ 1.07.20 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Reebonz Holding Limited Interim Condensed Consolidated Financial Statements Six months ended 30 June 2019

Exhibit 99.1 Reebonz Holding Limited Interim Condensed Consolidated Financial Statements Six months ended 30 June 2019 F-1 Reebonz Holding Limited Index Pages Interim Condensed Consolidated Statements of Profit or Loss for the Six Months Ended 30 June 2018 and 2019 F-3 Interim Condensed Consolidated Statements of Comprehensive Income for the Six Months Ended 30 June 2018 and 2019 F-4 Interim Conde

RBZ / Reebonz Holding Limited 6-K - Current Report of Foreign Issuer - REPORT OF FOREIGN PRIVATE ISSUER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2020 Commission File Number: 001-38772 REEBONZ HOLDING LIMITED (Exact Name of Registrant as Specified in Its Charter) c/o Reebonz Limited, 5 Tampines North Drive 5 #07-00 Singapore 5

RBZ / Reebonz Holding Limited F-1/A - - AMENDMENT NO. 1 TO FORM F-1

As filed with the Securities and Exchange Commission on January 3, 2020 Registration No.

RBZ / Reebonz Holding Limited 6-K - Current Report of Foreign Issuer - FORM 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2019 Commission File Number: 001-38772 REEBONZ HOLDING LIMITED (Exact Name of Registrant as Specified in Its Charter) c/o Reebonz Limited, 5 Tampines North Drive 5 #07-00 Singapore

RBZ / Reebonz Holding Limited 6-K - Current Report of Foreign Issuer - REPORT OF FOREIGN PRIVATE ISSUER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2019 Commission File Number: 001-38204 REEBONZ HOLDING LIMITED (Exact Name of Registrant as Specified in Its Charter) c/o Reebonz Limited, 5 Tampines North Drive 5 #07-00 Singapore

REEBONZ HOLDING LIMITED (Incorporated in the Cayman Islands with limited liability) (NASDAQ: RBZ) NOTICE OF THE ANNUAL GENERAL MEETING To Be Held on December 29, 2019 (or any adjourned meeting thereof)

REEBONZ HOLDING LIMITED (Incorporated in the Cayman Islands with limited liability) (NASDAQ: RBZ) NOTICE OF THE ANNUAL GENERAL MEETING To Be Held on December 29, 2019 (or any adjourned meeting thereof) NOTICE IS HEREBY GIVEN that the 2019 annual general meeting (“AGM”) of Reebonz Holding Limited (the “Company”) will be held at the company offices of 5 Tampines North Drive 5 Singapore 528548, on December 29, 2019 at 9:00 p.

RBZ / Reebonz Holding Limited POS AM - - POST-EFFECTIVE AMENDMENT NO. 1 TO FORM F-1

As filed with the Securities and Exchange Commission on November 8, 2019 Registration No.

Power of Attorney.

As filed with the Securities and Exchange Commission on November 4, 2019 Registration No.

Reebonz Announces Interim First Half 2019 Unaudited Financial Results Reports year-over-year improvement in Loss and Marketplace contribution, offset by decrease in GMV and Revenue

EX-99.1 2 f6k092319ex99-1reebonz.htm PRESS RELEASE DATED SEPTEMBER 23, 2019 Exhibit 99.1 Reebonz Announces Interim First Half 2019 Unaudited Financial Results Reports year-over-year improvement in Loss and Marketplace contribution, offset by decrease in GMV and Revenue SINGAPORE, September 23, 2019 - Reebonz Holding Limited (the “Company” or “Reebonz”) (Nasdaq: RBZ), a leading online luxury market

RBZ / Reebonz Holding Limited 6-K - Current Report of Foreign Issuer - REPORT OF FOREIGN PRIVATE ISSUER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2019 Commission File Number: 001-38772 REEBONZ HOLDING LIMITED (Exact Name of Registrant as Specified in Its Charter) c/o Reebonz Limited, 5 Tampines North Drive 5 #07-00 Singapore

Form of Registration Rights Agreement by and among Reebonz Holding Limited and the buyers party thereto (incorporated by reference Exhibit 10.3 of the Registrant’s 6-K filed with the SEC on September 5, 2019).

Exhibit 10.3 EXECUTION COPY REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 4, 2019, is by and among Reebonz Holdings Limited, a company organized under the laws of the Cayman Islands, with offices located at 5 Tampines North Drive 5, #07-00, Singapore 528548 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, t

Form of Securities Purchase Agreement by and among Reebonz Holding Limited and each of the investors listed on the Schedule of Buyers party thereto (incorporated by reference Exhibit 10.1 of the Registrant’s 6-K filed with the SEC on September 5, 2019).

EX-10.1 2 f6k090519ex10-1reebonz.htm FORM OF SECURITIES PURCHASE AGREEMENT BY AND AMONG REEBONZ HOLDING LIMITED AND EACH OF THE INVESTORS LISTED ON THE SCHEDULE OF BUYERS PARTY THERETO Exhibit 10.1 EXECUTION COPY SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 4, 2019, is by and among Reebonz Holdings Limited, a company organized under the

RBZ / Reebonz Holding Limited 6-K - Current Report of Foreign Issuer - REPORT OF FOREIGN PRIVATE ISSUER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2019 Commission File Number: 001-38772 REEBONZ HOLDING LIMITED (Exact Name of Registrant as Specified in Its Charter) c/o Reebonz Limited, 5 Tampines North Drive 5 #07-00 Singapore

REEBONZ RECEIVES NASDAQ DEFICIENCY NOTICE, HAS 180 DAYS TO REGAIN COMPLIANCE

EX-99.1 5 f6k090519ex99-1reebonz.htm PRESS RELEASE DATED SEPTEMBER 5, 2019 Exhibit 99.1 REEBONZ RECEIVES NASDAQ DEFICIENCY NOTICE, HAS 180 DAYS TO REGAIN COMPLIANCE SINGAPORE, 5 SEPTEMBER 2019 — Reebonz Holding Limited (the “Company” or “Reebonz”; Nasdaq: RBZ), a leading online luxury marketplace and platform in Asia Pacific, announced today that it has received a notification letter from the List

Form of Reebonz Holding Limited Senior Convertible Note (incorporated by reference Exhibit 10.2 of the Registrant’s 6-K filed with the SEC on September 5, 2019).

Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

RBZ / Reebonz Holding Limited 6-K - Current Report of Foreign Issuer - REPORT OF FOREIGN PRIVATE ISSUER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2019 Commission File Number: 001-38772 REEBONZ HOLDING LIMITED (Exact Name of Registrant as Specified in Its Charter) c/o Reebonz Limited, 5 Tampines North Drive 5 #07-00 Singapore 5285

ADD 5 Tampines North Drive 5, Level 7, Singapore 528548 | TEL (65)6499-9469 | FAX (65)6499-9443 W W W. RE E B O N Z . C O M

Exhibit 99.1 Date: July 31, 2019 To, Reebonz Holding Limited c/o Dentons, 3rd Floor, One Capital Place, Stodden Road, George Town, Grand Cayman, Cayman Islands Dear Sam, I, Ali Erfan, hereby resign as a Board Director of Reebonz Holding Limited with effect from 31 July 2019. My resignation is personal in nature and not due to any disagreement on any matter relating to the operations of the Company

RBZ / Reebonz Holding Limited CORRESP - -

REEBONZ HOLDING LIMITED 5 TAMPINES NORTH DRIVE 5 #07-00 SINGAPORE 528548 July 15, 2019 U.

RBZ / Reebonz Holding Limited TEXT-EXTRACT - -

July 12, 2019 Samuel Lim Chairman and Chief Executive Officer Reebonz Holding Limited c/o Reebonz Limited 5 Tampines North Drive 5 #07-00 Singapore 528548 Re: Reebonz Holding Limited Registration Statement on Form F-1 Filed July 3, 2019 File No.

LETTER

July 12, 2019 Samuel Lim Chairman and Chief Executive Officer Reebonz Holding Limited c/o Reebonz Limited 5 Tampines North Drive 5 #07-00 Singapore 528548 Re: Reebonz Holding Limited Registration Statement on Form F-1 Filed July 3, 2019 File No.

RBZ / Reebonz Holding Limited S-8 - - REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on July 3, 2019 Registration No.

RBZ / Reebonz Holding Limited F-1 - - REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on July 3, 2019 Registration No.

Form of Warrant issued under the Registrant’s Warrant Exercise Agreement dated May 14, 2019 (incorporated by reference to Exhibit 4.1 of the Registrant’s 6-K filed with the SEC on May 14, 2019).

EX-4.1 2 f6k051419ex4-1reebonz.htm FORM OF WARRANT Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFE

RBZ / Reebonz Holding Limited 6-K Current Report of Foreign Issuer REPORT OF FOREIGN PRIVATE ISSUER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2019 Commission File Number: 001-38772 REEBONZ HOLDING LIMITED (Exact Name of Registrant as Specified in Its Charter) c/o Reebonz Limited, 5 Tampines North Drive 5 #07-00 Singapore 52854

Warrant Exercise Agreement dated May 14, 2019 between Reebonz Holding Limited and the holders set forth therein (incorporated by reference to Exhibit 10.1 of the Registrant’s 6-K filed with the SEC on May 14, 2019).

Exhibit 10.1 EXECUTION COPY WARRANT EXERCISE AGREEMENT This Warrant Exercise Agreement (this “Agreement”) is dated as of May 14, 2019 (the “Effective Date”), by and between Reebonz Holding Limited, a Cayman Islands exempted company (the “Company”) and the undersigned investor (the “Holder”). WHEREAS, reference is hereby made to that certain prospectus, dated April 15, 2019 (the “Prospectus”), purs

RBZ / Reebonz Holding Limited 6-K Current Report of Foreign Issuer REPORT OF FOREIGN PRIVATE ISSUER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2019 Commission File Number: 001-38772 REEBONZ HOLDING LIMITED (Exact Name of Registrant as Specified in Its Charter) c/o Reebonz Limited, 5 Tampines North Drive 5 #07-00 Singapore 52854

Reebonz Holding Limited Demonstrates Compliance with All Applicable Requirements for Listing on Nasdaq; Listing to be Phased-up to The Nasdaq Global Market

Exhibit 99.1 Reebonz Holding Limited Demonstrates Compliance with All Applicable Requirements for Listing on Nasdaq; Listing to be Phased-up to The Nasdaq Global Market FOR IMMEDIATE RELEASE SINGAPORE, May 2, 2019 - Reebonz Holding Limited (the “Company” or “Reebonz”) (Nasdaq: RBZ), a leading online luxury marketplace and platform in Southeast Asia and Asia Pacific, today announced that The Nasdaq

Underwriting Agreement dated April 15, 2019 between Reebonz Holding Limited, Roth Capital Partners, LLC and Maxim Group, LLC (incorporated by reference to Exhibit 1.1 of the Registrant’s Form 6-K filed on April 17, 2019).

Exhibit 1.1 REEBONZ HOLDING LTD. UNDERWRITING AGREEMENT 2,150,000 ORDINARY SHARES AND 2,150,000 WARRANTS April 15, 2019 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Maxim Group LLC 405 Lexington Avenue New York, NY 10174 As the Representatives of the Several Underwriters Named on Schedule I Hereto Ladies and Gentlemen: Reebonz Holding Limited, an exempted co

RBZ / Reebonz Holding Limited REPORT OF FOREIGN PRIVATE ISSUER (Current Report of Foreign Issuer)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2019 Commission File Number: 001-38772 REEBONZ HOLDING LIMITED (Exact Name of Registrant as Specified in Its Charter) c/o Reebonz Limited, 5 Tampines North Drive 5 #07-00 Singapore 528

Warrant Agency Agreement dated April 17, 2019 between Reebonz Holding Limited and Continental Stock Transfer and Trust Company (incorporated by reference to Exhibit 4.1 of the Registrant’s 6-K filed with the SEC on April 17, 2019).

Exhibit 4.1 Execution Version Reebonz Holding Limited and Continental Stock Transfer & Trust Company, as Warrant Agent Warrant Agency Agreement Dated as of April 17, 2019 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of April 17, 2019 (“Agreement”), between Reebonz Holding Limited, an exempted company incorporated in the Cayman Islands (the “Company”), and Continental Stock Transfer

Reebonz Announces Pricing of $10.8 Million Underwritten Public Offering

Exhibit 99.1 Reebonz Announces Pricing of $10.8 Million Underwritten Public Offering SINGAPORE, April 15, 2019 – Reebonz Holding Limited (the “Company” or “Reebonz”) (Nasdaq: RBZ), a leading online luxury marketplace and platform in Southeast Asia and Asia Pacific, today announced the pricing of an underwritten public offering of 2,150,000 ordinary shares and 2,150,000 warrants to purchase ordinar

RBZ / Reebonz Holding Limited / Sabby Management, LLC - SABBY 13G RBZ 4.17.19 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

2,150,000 Ordinary Shares Warrants to Purchase 2,150,000 Ordinary Shares

Filed Pursuant to Rule 424(b)(1) Registration No. 333-229839 2,150,000 Ordinary Shares Warrants to Purchase 2,150,000 Ordinary Shares We are offering 2,150,000 ordinary shares, par value $0.0008 per share and warrants to purchase up to 2,150,000 ordinary shares at a combined offering price of $5.00 per ordinary share and accompanying warrant. Each ordinary share is being sold together with a warra

RBZ / Reebonz Holding Limited AMENDMENT NO. 6 TO FORM F-1

As filed with the Securities and Exchange Commission on April 12, 2019 Registration No.

Form of Warrant Agency Agreement (including Form of Warrant)

EX-10.16 2 ff12019a6ex10-16reebonz.htm FORM OF WARRANT AGENCY AGREEMENT (INCLUDING FORM OF WARRANT) Exhibit 10.16 Reebonz Holding Limited and Continental Stock Transfer & Trust Company, as Warrant Agent Warrant Agency Agreement Dated as of [], 2019 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of [], 2019 (“Agreement”), between Reebonz Holding Limited, an exempted company incorporate

RBZ / Reebonz Holding Limited CORRESP

Dentons US LLP 1221 Avenue of the Americas New York, NY 10020-1089 United States 大成 Salans FMC SNR Denton McKenna Long dentons.

Form of Warrant Agency Agreement (including Form of Warrant)

Exhibit 10.16 Reebonz Holding Limited and Continental Stock Transfer & Trust Company, as Warrant Agent Warrant Agency Agreement Dated as of [], 2019 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of [], 2019 (“Agreement”), between Reebonz Holding Limited, an exempted company incorporated in the Cayman Islands (the “Company”), and Continental Stock Transfer & Trust Company, a New York

RBZ / Reebonz Holding Limited AMENDMENT NO. 5 TO FORM F-1

F-1/A 1 ff12019a5reebonzholding.htm AMENDMENT NO. 5 TO FORM F-1 As filed with the Securities and Exchange Commission on April 11, 2019 Registration No. 333-229839 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 To FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 REEBONZ HOLDING LIMITED (Exact Name of Registrant as Specified in Its Charter) Ca

LETTER

April 11, 2019 Samuel Lim Cheif Executive Officer Reebonz Holding Ltd 5 Tampines North Drive 5 #07-00 Singapore 528548 Re: Reebonz Holding Ltd Amendment No.

RBZ / Reebonz Holding Limited TEXT-EXTRACT

April 11, 2019 Samuel Lim Cheif Executive Officer Reebonz Holding Ltd 5 Tampines North Drive 5 #07-00 Singapore 528548 Re: Reebonz Holding Ltd Amendment No.

RBZ / Reebonz Holding Limited AMENDMENT NO. 4 TO FORM F-1

F-1/A 1 ff12019a4reebonzholding.htm AMENDMENT NO. 4 TO FORM F-1 As filed with the Securities and Exchange Commission on April 9, 2019 Registration No. 333-229839 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 To FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 REEBONZ HOLDING LIMITED (Exact Name of Registrant as Specified in Its Charter) Cay

Form of Warrant to be issued in this offering (included in Exhibit 10.16)

Exhibit 10.16 Reebonz Holding Limited and Continental Stock Transfer & Trust Company, as Warrant Agent Warrant Agency Agreement Dated as of [], 2019 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of [], 2019 (“Agreement”), between Reebonz Holding Limited, an exempted company incorporated in the Cayman Islands (the “Company”), and Continental Stock Transfer & Trust Company, a New York

Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350.

Exhibit 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. Section 1350 In connection with the filing of the Annual Report on Form 20-F for the period ended December 31, 2018 (the “Report”) by Reebonz Holding Limited (the “Company”), the undersigned, as Chief Financial Officer of the Company, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of

Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.

Exhibit 12.2 CERTIFICATION PURSUANT TO EXCHANGE ACT RULE 13a-14(a) or 15d-14(a) I, Nupur Sadiwala, certify that: 1. I have reviewed this annual report on Form 20–F of Reebonz Holding Limited; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances unde

RBZ / Reebonz Holding Limited AMENDMENT TO FORM 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 ON FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)

Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350.

Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. Section 1350 In connection with the filing of the Annual Report on Form 20-F for the period ended December 31, 2018 (the “Report”) by Reebonz Holding Limited (the “Company”), the undersigned, as Chief Executive Officer of the Company, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of

Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.

Exhibit 12.1 CERTIFICATION PURSUANT TO EXCHANGE ACT RULE 13a-14(a) or 15d-14(a) I, Samuel Lim, certify that: 1. I have reviewed this annual report on Form 20–F of Reebonz Holding Limited; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under wh

RBZ / Reebonz Holding Limited CORRESP

April 9, 2019 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Reebonz Holding Limited Registration Statement on Form F-1 File No. 333-229839 VIA EDGAR Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Roth C

RBZ / Reebonz Holding Limited CORRESP

REEBONZ HOLDING LIMITED 5 TAMPINES NORTH DRIVE 5 #07-00 SINGAPORE 528548 April 9, 2019 U.

Form of Warrant to be issued in this offering (included in Exhibit 10.16)

Exhibit 10.16 Reebonz Holding Limited and Continental Stock Transfer & Trust Company, as Warrant Agent Warrant Agency Agreement Dated as of [], 2019 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of [], 2019 (“Agreement”), between Reebonz Holding Limited, an exempted company incorporated in the Cayman Islands (the “Company”), and Continental Stock Transfer & Trust Company, a New York

Form of Underwriting Agreement.

Exhibit 1.1 REEBONZ HOLDING LTD. UNDERWRITING AGREEMENT [ ] ORDINARY SHARES AND [] WARRANTS , 2019 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Maxim Group LLC 405 Lexington Avenue New York, NY 10174 As the Representatives of the Several Underwriters Named on Schedule I Hereto Ladies and Gentlemen: Reebonz Holding Limited, an exempted company incorporated in

RBZ / Reebonz Holding Limited AMENDMENT NO. 3 TO FORM F-1

As filed with the Securities and Exchange Commission on April 4, 2019 Registration No.

RBZ / Reebonz Holding Limited CORRESP

April 2, 2019 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

RBZ / Reebonz Holding Limited CORRESP

REEBONZ HOLDING LIMITED 5 TAMPINES NORTH DRIVE 5 #07-00 SINGAPORE 528548 April 2, 2019 U.

Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350.

Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. Section 1350 In connection with the filing of the Annual Report on Form 20-F for the period ended December 31, 2018 (the “Report”) by Reebonz Holding Limited (the “Company”), the undersigned, as Chief Executive Officer of the Company, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of

Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350.

Exhibit 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. Section 1350 In connection with the filing of the Annual Report on Form 20-F for the period ended December 31, 2018 (the “Report”) by Reebonz Holding Limited (the “Company”), the undersigned, as Chief Financial Officer of the Company, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of

RBZ / Reebonz Holding Limited ANNUAL REPORT

20-F 1 f20f2018reebonzholding.htm ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ☐ TRANSITION REPORT PUR

Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.

Exhibit 12.1 CERTIFICATION PURSUANT TO EXCHANGE ACT RULE 13a-14(a) or 15d-14(a) I, Samuel Lim, certify that: 1. I have reviewed this annual report on Form 20–F of Reebonz Holding Limited; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under wh

Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.

Exhibit 12.2 CERTIFICATION PURSUANT TO EXCHANGE ACT RULE 13a-14(a) or 15d-14(a) I, Nupur Sadiwala, certify that: 1. I have reviewed this annual report on Form 20–F of Reebonz Holding Limited; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances unde

RBZ / Reebonz Holding Limited AMENDED REGISTRATION STATEMENT

F-1/A 1 ff12019a2reebonzholding.htm AMENDED REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on March 28, 2019 Registration No. 333- 229839 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 To FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 REEBONZ HOLDING LIMITED (Exact Name of Registrant as Specified in Its Charter

RBZ / Reebonz Holding Limited CORRESP

REEBONZ HOLDING LIMITED 5 TAMPINES NORTH DRIVE 5 #07-00 SINGAPORE 528548 March 27, 2019 U.

RBZ / Reebonz Holding Limited CORRESP

March 27, 2019 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Reebonz Holding Limited Registration Statement on Form F-1 File No. 333-229839 VIA EDGAR Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Roth

Amendment No. 1 to Backstop Agreement dated as of February 26, 2019 to that certain Backstop Agreement (the “Agreement”) dated December 13, 2018 by and among (i) Draper Oakwood Technology Acquisition, Inc., a Delaware corporation, (ii) Reebonz Holding Limited (f/k/a DOTA Holdings Limited), a Cayman Islands exempted company, (iii) S4 Limited, and (iv) for certain limited purposes, Cowen and Company, LLC.

Exhibit 10.15 February 15, 2019 Dentons Draft AMENDMENT NO. 1 TO BACKSTOP AGREEMENT This Amendment No. 1, dated as of February 26, 2019 (this “Amendment) to that certain Backstop Agreement (the “Agreement”) dated December 14, 2018 by and among (i) Draper Oakwood Technology Acquisition, Inc., a Delaware corporation (the “Company”), (ii) Reebonz Holding Limited (f/k/a DOTA Holdings Limited), a Cayma

RBZ / Reebonz Holding Limited AMENDMENT NO. 1 TO REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on March 15, 2019 Registration No.

Form of Underwriting Agreement.

Exhibit 1.1 REEBONZ HOLDING LTD. UNDERWRITING AGREEMENT [ ] Ordinary Shares , 2019 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Maxim Group LLC 405 Lexington Avenue New York, NY 10174 As the Representatives of the Several Underwriters Named on Schedule I Hereto Ladies and Gentlemen: Reebonz Holding Limited, an exempted company incorporated in the Cayman Isla

Backstop Agreement dated as of February 26, 2019 to that certain Backstop Agreement (the “Agreement”) dated December 13, 2018 by and among (i) Draper Oakwood Technology Acquisition, Inc., a Delaware corporation, (ii) Reebonz Holding Limited (f/k/a DOTA Holdings Limited), a Cayman Islands exempted company, (iii) S4 Limited, and (iv) for certain limited purposes, Cowen and Company, LLC.

EX-10.13 7 ff12019a1ex10-13reebonzhold.htm BACKSTOP AGREEMENT DATED AS OF FEBRUARY 26, 2019 TO THAT CERTAIN BACKSTOP AGREEMENT (THE "AGREEMENT") DATED DECEMBER 13, 2018 Exhibit 10.13 EXECUTION COPY BACKSTOP AGREEMENT This Backstop Agreement (this “Agreement”) is made as of December 13, 2018 by and among (i) Draper Oakwood Technology Acquisition, Inc., a Delaware corporation (the “Company”), (ii) D

Amendment No. 1 to Backstop Agreement dated as of March 14, 2019 to that certain Backstop Agreement (the “Agreement”) dated December 14, 2018 by and among (i) Draper Oakwood Technology Acquisition, Inc., a Delaware corporation, (ii) Reebonz Holding Limited (f/k/a DOTA Holdings Limited), a Cayman Islands exempted company, (iii) Vertex Co-Investment Fund Pte. Ltd., and (iv) for certain limited purposes, Cowen and Company, LLC.

Exhibit 10.14 AMENDMENT NO. 1 TO BACKSTOP AGREEMENT This Amendment No. 1, dated as of March 14, 2019 (this “Amendment) to that certain Backstop Agreement (the “Agreement”) dated December 14, 2018 by and among (i) Draper Oakwood Technology Acquisition, Inc., a Delaware corporation (the “Company”), (ii) Reebonz Holding Limited (f/k/a DOTA Holdings Limited), a Cayman Islands exempted company (“Pubco”

Backstop Agreement (the “Agreement”) dated December 14, 2018 by and among (i) Draper Oakwood Technology Acquisition, Inc., a Delaware corporation, (ii) Reebonz Holding Limited (f/k/a DOTA Holdings Limited), a Cayman Islands exempted company, (iii) Vertex Co-Investment Fund Pte. Ltd., and (iv) for certain limited purposes, Cowen and Company, LLC.

Exhibit 10.12 EXECUTION COPY BACKSTOP AGREEMENT This Backstop Agreement (this “Agreement”) is made as of December 14, 2018 by and among (i) Draper Oakwood Technology Acquisition, Inc., a Delaware corporation (the “Company”), (ii) DOTA Holdings Limited, a Cayman Islands exempted company (“Pubco”), (iii) the investor identified on the signature page hereto (“Investor”), and (iv) for certain limited

Amended and Restated Memorandum and Articles of Association for the Registrant filed with the Cayman Islands Registrar of Companies on March 14, 2019.

Exhibit 3.2 THE COMPANIES LAW (2018 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF REEBONZ HOLDING LIMITED (ADOPTED BY SPECIAL RESOLUTION PASSED WITH EFFECT ON 19 FEBRUARY 2019) THE COMPANIES LAW (2018 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF REEBONZ HOLDING

RBZ / Reebonz Holding Limited REPORT OF FOREIGN PRIVATE ISSUER (Current Report of Foreign Issuer)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2019 Commission File Number: 001-38204 REEBONZ HOLDING LIMITED (Exact Name of Registrant as Specified in Its Charter) c/o Reebonz Limited, 5 Tampines North Drive 5 #07-00 Singapore 528

RBZ / Reebonz Holding Limited / Mediacorp Pte. Ltd. - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Reebonz Holding Limited (Name of Issuer) Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G7457R106 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

Power of Attorney

EX-99.5 EXHIBIT 5 POWER OF ATTORNEY Approval by the Managing Directors of Granite Global Ventures III L.L.C. December 17, 2018 A meeting of Granite Global Ventures III L.L.C. (the “LLC”), the general partner of Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. (together, the “Funds”) was held in Menlo Park, California, on December 17, 2018. Attending the meeting in person were G

Agreement regarding filing of joint Schedule 13D.

EX-99.1 EXHIBIT 1 JOINT FILING STATEMENT I, the undersigned, hereby express my agreement that the attached Schedule 13D (and any amendments thereto) relating to the ownership by each of the undersigned of Ordinary Shares of Reebonz Holding Limited is filed on behalf of each of the undersigned. Dated: March 4, 2019 GRANITE GLOBAL VENTURES III L.P. GGV III ENTREPRENEURS FUND L.P. BY: GRANITE GLOBAL

RBZ / Reebonz Holding Limited / Granite Global Venture III L P - SC 13D Activist Investment

SC 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

LETTER

March 1, 2019 Samuel Lim Cheif Executive Officer Reebonz Holding Ltd 5 Tampines North Drive 5 #07-00 Singapore 528548 Re: Reebonz Holding Ltd Registration Statement on Form F-1 Filed February 25, 2019 File No.

RBZ / Reebonz Holding Limited / Lim Samuel - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Reebonz Holding Limited (Name of Issuer) Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G7457R106 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

RBZ / Reebonz Holding Limited TEXT-EXTRACT

March 1, 2019 Samuel Lim Cheif Executive Officer Reebonz Holding Ltd 5 Tampines North Drive 5 #07-00 Singapore 528548 Re: Reebonz Holding Ltd Registration Statement on Form F-1 Filed February 25, 2019 File No.

Letter from Marcum LLP

Exhibit 16.1 February 25, 2019 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Reebonz Holdings Limited (formerly known as DOTA Holdings Limited) under the caption “Changes in Registrant’s Certifying Accountant” included in its Registration Statement on Form F-1. We agree with the statements concerning our Firm in such F

Power of Attorney.

As filed with the Securities and Exchange Commission on February 25, 2019 Registration No.

RBZ / Reebonz Holding Limited / Vertex Venture Holdings Ltd - SC 13G Passive Investment

SC 13G 1 d702535dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Reebonz Holding Limited (Name of Issuer) Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G7457R106 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check

RBZ / Reebonz Holding Limited REPORT OF FOREIGN PRIVATE ISSUER (Current Report of Foreign Issuer)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2019 Commission File Number: 001-38204 REEBONZ HOLDING LIMITED (Exact Name of Registrant as Specified in Its Charter) c/o Reebonz Limited, 5 Tampines North Drive 5 #07-00 Singapore

RBZ / Reebonz Holding Limited / INTEL CORP - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Reebonz Holding Limited (Name of Issuer) Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G7457R106 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

RBZ / Reebonz Holding Limited CURRENT REPORT OF FOREIGN ISSUER (Current Report of Foreign Issuer)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2018 Commission File Number: 001-38204 REEBONZ HOLDING LIMITED (Exact Name of Registrant as Specified in Its Charter) c/o Reebonz Limited, 5 Tampines North Drive 5 #07-00 Singapore

REEBONZ HOLDING LIMITED (Incorporated in the Cayman Islands with limited liability) (NASDAQ: RBZ) NOTICE OF THE EXTRAORDINARY GENERAL MEETING To Be Held on February 19, 2019 (or any adjourned meeting thereof)

Exhibit 99.1 REEBONZ HOLDING LIMITED (Incorporated in the Cayman Islands with limited liability) (NASDAQ: RBZ) NOTICE OF THE EXTRAORDINARY GENERAL MEETING To Be Held on February 19, 2019 (or any adjourned meeting thereof) NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“EGM”) of Reebonz Holding Limited (the “Company”) will be held at the company offices of 5 Tampines North Drive 5 Si

RBZ / Reebonz Holding Limited REPORT OF FOREIGN PRIVATE ISSUER (Current Report of Foreign Issuer)

6-K 1 f6k122618reebonzholding.htm REPORT OF FOREIGN PRIVATE ISSUER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2018 Commission File Number: 001-38204 REEBONZ HOLDING LIMITED (Exact Name of Registrant as Specified in Its Chart

Amendment to Stock Escrow Agreement, dated as of December 19, 2018, by and among Draper Oakwood Technology Acquisition, Inc., DOTA Holdings Limited, Draper Oakwood Investments, LLC, and Continental Stock Transfer & Trust Company. (1)

Exhibit 10.5 Execution Version AMENDMENT TO STOCK ESCROW AGREEMENT THIS AMENDMENT TO STOCK ESCROW AGREEMENT (this “Amendment”) is made and entered into as of December 19, 2018, by and among (i) Draper Oakwood Technology Acquisition, Inc., a Delaware corporation (the “Company”), (ii) DOTA Holdings Limited, a Cayman Islands exempted company, which will be known after the consummation of the transact

Amended and Restated Memorandum and Articles of Association of the Company (1)

Exhibit 1.1 THE COMPANIES LAW (2018 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Reebonz Holding Limited (adopted by special resolution passed with effect on 19 december 2018) THE COMPANIES LAW (2018 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Reebonz Holding

Amended Founders Registration Rights Agreement, dated as of December 19, 2018, by and among Draper Oakwood Technology Acquisition, Inc., DOTA Holdings Limited, Draper Oakwood Investments, LLC, and EarlyBirdCapital, Inc. (1)

Exhibit 10.4 Execution Version FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “First Amendment”) is entered into on December 19, 2018, and shall be effective as of the Effective Date (defined below), by and among (i) Draper Oakwood Technology Acquisition, Inc., a Delaware corporation (the “Company”), (ii) DOTA Holdings Limited, a Cayman

List of Subsidiaries of the Company (1)

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT The following is a list of subsidiaries of Reebonz Holding Limited as of December 19, 2018: Name of Subsidiary Jurisdiction of Incorporation or Organization Draper Oakwood Technology Acquisition Inc. Delaware Reebonz Limited Singapore Reebonz Taiwan Branch Taiwan Reebonz Hk Limited Hong Kong Reebonz Lifestyle Sdn Bhd Malaysia Reebonz Pty Ltd Australia Re

Form 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 193

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 17, 2018 (December 13, 2

Filed by DOTA Holdings Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Draper Oakwood Technology Acquisition, Inc.

DRAPER OAKWOOD TECHNOLOGY ACQUISITION, INC. c/o Draper Oakwood Investments, LLC 55 East 3rd Ave. San Mateo, CA 94401 PROXY STATEMENT REVISION FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD DECEMBER 19, 2018

Filed Pursuant to Rule 424(b)(3) ?Registration No. 333-227379 DRAPER OAKWOOD TECHNOLOGY ACQUISITION, INC. c/o Draper Oakwood Investments, LLC 55 East 3rd Ave. San Mateo, CA 94401 PROXY STATEMENT REVISION FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD DECEMBER 19, 2018 On December 6, 2018, Draper Oakwood Technology Acquisition, Inc. (the ?Company?) filed and on December 7, 2018 the Company comm

DRAPER OAKWOOD TECHNOLOGY ACQUISITION, INC. c/o Draper Oakwood Investments, LLC 55 East 3rd Ave. San Mateo, CA 94401 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 19, 2018

Filed Pursuant to Rule 424(b)(3) Registration No. 333-227379 December 6, 2018 DRAPER OAKWOOD TECHNOLOGY ACQUISITION, INC. c/o Draper Oakwood Investments, LLC 55 East 3rd Ave. San Mateo, CA 94401 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 19, 2018 TO THE STOCKHOLDERS OF DRAPER OAKWOOD TECHNOLOGY ACQUISITION, INC.: NOTICE IS HEREBY GIVEN that a special meeting of stockholders o

Business Combination Agreement, dated as of September 4, 2018, by and among Draper Oakwood Technology Acquisition, Inc., DOTA Holdings Limited, DOTA Merger Subsidiary Inc., Reebonz Limited, the Security Holders of Reebonz named therein, and Draper Oakwood Investments,LLC, in the capacity of Purchaser Representative (incorporated by reference to Annex A to the to the Registrant’s Form F-4/A filed with the SEC on December 5, 2018).

As filed with the Securities and Exchange Commission on December 6, 2018 Registration No.

As filed with the Securities and Exchange Commission on December 4, 2018

As filed with the Securities and Exchange Commission on December 4, 2018 Registration No.

Business Combination Agreement, dated as of September 4, 2018, by and among Draper Oakwood Technology Acquisition, Inc., DOTA Holdings Limited, DOTA Merger Subsidiary Inc., Reebonz Limited, the Security Holders of Reebonz named therein, and Draper Oakwood Investments, LLC, in the capacity of Purchaser Representative (5)

Exhibit 10.12 THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ON THE EXPIRATION DATE (DEFINED HEREIN). UNIT PURCHASE OPTION FOR THE PURCHASE OF 500,000 UNITS OF REEBONZ HOLDING LIMITED 1. Purchase Option. THIS CERTIFIES THAT, in con

Land Lease Letter of Offer, dated September 3, 2014, by and between Reebonz and Jurong Town Corporation. (incorporated by reference as Exhibit 10.19 to the Registrant’s F-4/A filed with the SEC on December 4, 2018)

Exhibit 10.19 Our Ref: JTC(L) JTC(L) 6512/59 3 September 2014 Reebonz Pte Ltd 21 Tai Seng Street BY HAND #04-00 Singapore 534166 Attention: Mr. Samuel Lim Dear Sirs, APPLICATION FOR LAND KNOWN AS PRIVATE LOT A3003310 AT 26 METERS WIDE ROAD SUBJECT TO OFFICAL NAMING IN THE FUTURE IN TAMPINES NORTH INDUSTRIAL ESTATE 1 1.1 We refer to your application for land and are pleased to inform you that subje

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.6 of the Registrant’s F-4/A filed with the SEC on December 4, 2018

Exhibit 4.6 SPECIMEN WARRANT CERTIFICATE NUMBER [●] WARRANTS WA- REEBONZ HOLDING LIMITED CUSIP 75811Y 114 WARRANT THIS WARRANT CERTIFIES THAT, for value received , or registered agents, is the registered holder of a Warrant or Warrants (the “Warrant”), expiring on a date which is five (5) years from the date of issuance, to purchase one fully paid and non-assessable ordinary share (the “Warrant Sh

Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.5 of the Registrant’s F-4/A filed with the SEC on December 4, 2018).

Exhibit 4.5 SPECIMEN ORDINARY SHARE CERTIFICATE NUMBER SHARES C REEBONZ HOLDING LIMITED INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS ORDINARY SHARE SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT CUSIP 75811Y106 IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES OF THE PAR VALUE OF $0.0001 EACH OF REEBONZ HOLDING LIMITED transferable on the books of the Company in person or

RBZ / Reebonz Holding Limited CORRESP

DOTA HOLDINGS LIMITED c/o Draper Oakwood Investments, LLC 55 East 3rd Ave. San Mateo, CA 94401 December 4, 2018 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Consumer Products 100 F Street, N.E. Washington, D.C. 20549 Attn: Katherine Bagley, Staff Attorney Re: DOTA Holdings Limited Registration Statement on Form F-4 Filed September 17, 2018, as amended

RBZ / Reebonz Holding Limited CORRESP

December 3, 2018 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Consumer Products 100 F Street, N.E. Washington, D.C. 20549 Attn: Katherine Bagley, Staff Attorney Re: DOTA Holdings Limited Amendment No. 2 to Registration Statement on Form F-4 Filed November 23, 2018 File No. 333-227379 Dear Ms. Bagley: DOTA Holdings Limited (the “Company,” “we,” “our” o

LETTER

November 29, 2018 Aamer Sarfraz Chief Executive Officer DOTA Holdings Limited c/o Draper Oakwood Investments, LLC 55 East 3rd Ave.

RBZ / Reebonz Holding Limited TEXT-EXTRACT

November 29, 2018 Aamer Sarfraz Chief Executive Officer DOTA Holdings Limited c/o Draper Oakwood Investments, LLC 55 East 3rd Ave.

As filed with the Securities and Exchange Commission on November 23, 2018

F-4/A 1 ff42018a2dotaholdings.htm AMENDMENT NO. 2 TO FORM F-4 As filed with the Securities and Exchange Commission on November 23, 2018 Registration No. 333-227379 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 To Form F-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DOTA HOLDINGS LIMITED (Exact Name of Registrant as Specified in Its Charter) Cay

RBZ / Reebonz Holding Limited CORRESP

DOTA Holdings Limited c/o Draper Oakwood Investments, LLC 55 East 3rd Ave. San Mateo, CA 94401 November 21, 2018 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Consumer Products 100 F Street, N.E. Washington, D.C. 20549 Attention: Mara Ransom, Assistant Director Re: DOTA Holdings Limited Amendment No. 1 to Registration Statement on Form F-4 Filed Novemb

RBZ / Reebonz Holding Limited TEXT-EXTRACT

November 19, 2018 Aamer Sarfraz Chief Executive Officer DOTA Holdings Limited c/o Draper Oakwood Investments, LLC 55 East 3rd Ave.

LETTER

November 19, 2018 Aamer Sarfraz Chief Executive Officer DOTA Holdings Limited c/o Draper Oakwood Investments, LLC 55 East 3rd Ave.

Amended and Restated Sponsor Promissory Note, dated September 19, 2018 (incorporated by reference to Exhibit 10.24 to the Registrant’s F-4/A filed with the SEC on November 7, 2018).

Exhibit 10.24 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

PROMISSORY NOTE

Exhibit 10.23 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Reebonz Holding Limited 2018 Omnibus Equity Incentive Plan (included as Annex C-1 to the joint proxy statement/prospectus) (9)

As filed with the Securities and Exchange Commission on November 7, 2018 Registration No.

Shareholder Agreement, dated May 23, 2012, by and among Reebonz Pte. Ltd. and security holders of Reebonz named therein (incorporated by reference to Exhibit 10.26 of the Registrant’s F-4/A filed with the SEC on November 7, 2018).

Exhibit 10.26 SHAREHOLDERS AGREEMENT 2012. 05. 23 Reebonz PTE LTD ISE COMMERCE Co.,Ltd. MR. Donggu Ha 1 THIS SHAREHOLDERS AGREEMENT (this “Agreement”) is made as of the 23rd day of May 2012 (the “Effective Date”) by and among: (1) REEBONZ PTE LTD (Company Registration No. 200909470E), a company duly incorporated under the laws of Singapore having its registered office at 21 Tai Seng Street, #04-00

RBZ / Reebonz Holding Limited CORRESP

DOTA Holdings Limited c/o Draper Oakwood Investments, LLC 55 East 3rd Ave. San Mateo, CA 94401 November 7, 2018 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Consumer Products 100 F Street, N.E. Washington, D.C. 20549 Attention: Mara Ransom, Assistant Director Re: DOTA Holdings Limited Registration Statement on Form F-4 Filed September 17, 2018 File No

Addendum to Shareholders’ Agreement, dated June 3, 2013, by and among Reebonz Pte. Ltd. and security holders of Reebonz named therein (incorporated by reference to Exhibit 10.27 of the Registrant’s F-4/A filed with the SEC on November 7, 2018).

Exhibit 10.27 ADDENDUM to SHAREHOLDERS? AGREEMENT THIS ADDENDUM to SHAREHOLDERS? AGREEMENT (?Addendum?) dated on June 3, 2013 is made by and between; (1) REEBONZ PTE LTD (Company Registration No. 200909470E), a company duly incorporated under the laws of Singapore having its registered office at 21 Tai Seng Street, #04-00 Charles & Keith Building, Singapore 534166 (?Reebonz Singapore?); (2) ISE CO

LETTER

October 17, 2018 Aamer Sarfraz Chief Executive Officer DOTA Holdings Limited c/o Draper Oakwood Investments, LLC 55 East 3rd Ave.

RBZ / Reebonz Holding Limited TEXT-EXTRACT

October 17, 2018 Aamer Sarfraz Chief Executive Officer DOTA Holdings Limited c/o Draper Oakwood Investments, LLC 55 East 3rd Ave.

CONSENT TO BE NAMED DIRECTOR

Exhibit 99.4 CONSENT TO BE NAMED DIRECTOR Pursuant to Rule 438 under the Securities Act of 1933, as amended, I hereby consent to being named in the Registration Statement on Form F-4, together with any and all amendments or supplements thereto, of filed by DOTA Holdings Limited, a Cayman Islands corporation (the “Company”), as a person who has agreed to serve as a director of the Company upon clos

Form of Amended Founders Registration Rights Agreement (incorporated by reference as Exhibit 10.17 to the Registrant’s F-4 filed with the SEC on September 17, 2018)

Exhibit 10.17 FINAL FORM FORM OF FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this ?First Amendment?) is entered into on [?], 2018, and shall be effective as of the Effective Date (defined below), by and among (i) Draper Oakwood Technology Acquisition, Inc., a Delaware corporation (the ?Company?), (ii) DOTA Holdings Limited, a Cayman Islan

Reebonz Holding Limited Management Performance Plan (included as Annex C-2 to the joint proxy statement/prospectus) (10)

As filed with the Securities and Exchange Commission on September 17, 2018 Registration No.

Amended and Restated Memorandum and Articles of Association of the Registrant as in effect prior to this offering (incorporated by reference to Annex B to the Registrant’s Form F-4/A filed with the SEC on December 5, 2018).

Exhibit 3.1 THE COMPANIES LAW (2018 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF DOTA HOLDINGS LIMITED THE COMPANIES LAW (2018 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF DOTA HOLDINGS LIMITED 1 The name of the Company is DOTA Holdings Limited. 2 The Registered Office of the Company shall be at the of

CONSENT TO BE NAMED DIRECTOR

Exhibit 99.2 CONSENT TO BE NAMED DIRECTOR Pursuant to Rule 438 under the Securities Act of 1933, as amended, I hereby consent to being named in the Registration Statement on Form F-4, together with any and all amendments or supplements thereto, of filed by DOTA Holdings Limited, a Cayman Islands corporation (the ?Company?), as a person who has agreed to serve as a director of the Company upon clos

CONSENT TO BE NAMED DIRECTOR

Exhibit 99.3 CONSENT TO BE NAMED DIRECTOR Pursuant to Rule 438 under the Securities Act of 1933, as amended, I hereby consent to being named in the Registration Statement on Form F-4, together with any and all amendments or supplements thereto, of filed by DOTA Holdings Limited, a Cayman Islands corporation (the “Company”), as a person who has agreed to serve as a director of the Company upon clos

List of Subsidiaries (incorporated by reference to Exhibit 21.1 of the Registrant’s F-4 filed with the SEC on September 17, 2018).

Exhibit 21.1 Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Incorporation or Organization Draper Oakwood Technology Acquisition Inc. Delaware Reebonz Limited Singapore Reebonz Taiwan Branch Taiwan Reebonz Hk Limited Hong Kong Reebonz Lifestyle Sdn Bhd Malaysia Reebonz Pty Ltd Australia Reebonz (Thailand) Limited Thailand Pt Reebonz Indonesia Reebonz Korea Co., Ltd. South Korea I

FORM OF AMENDMENT TO STOCK ESCROW AGREEMENT

Exhibit 10.18 FINAL FORM FORM OF AMENDMENT TO STOCK ESCROW AGREEMENT THIS AMENDMENT TO STOCK ESCROW AGREEMENT (this ?Amendment?) is made and entered into as of [?], 2018, by and among (i) Draper Oakwood Technology Acquisition, Inc., a Delaware corporation (the ?Company?), (ii) DOTA Holdings Limited, a Cayman Islands exempted company, which will be known after the consummation of the transactions c

DRAPER OAKWOOD TECHNOLOGY ACQUISITION, INC. AND REEBONZ LIMITED ANNOUNCE EXECUTION OF DEFINITIVE BUSINESS COMBINATION AGREEMENT

Exhibit 99.1 FOR IMMEDIATE RELEASE DRAPER OAKWOOD TECHNOLOGY ACQUISITION, INC. AND REEBONZ LIMITED ANNOUNCE EXECUTION OF DEFINITIVE BUSINESS COMBINATION AGREEMENT FOR IMMEDIATE RELEASE Singapore and New York, New York, September 4, 2018 ? Draper Oakwood Technology Acquisition, Inc. (?DOTA?) (NASDAQ: ?DOTA,? ?DOTAU,? ?DOTAR? and ?DOTAW?) and Reebonz Limited (?Reebonz?), a leading online luxury mark

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): September 4, 2018 DRAPER OAKWOOD

Filed by DOTA Holdings Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Draper Oakwood Technology Acquisition, Inc.

FORM OF LOCK-UP AGREEMENT

Exhibit 10.1 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this ?Agreement?) is made and entered into as of September 4, 2018 by and among (i) DOTA Holdings Limited, a Cayman Island corporation (together with its successors, ?Pubco?), (ii) Draper Oakwood Investments, LLC, a Delaware limited liability company, in the capacity under the Business Combination Agreement as the Purchaser Representat

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of September 4, 2018, by and among (i) DOTA Holdings Limited, a Cayman Island corporation, which will be known after the consummation of the transactions contemplated by the Business Combination Agreement (as defined below) as ?Reebonz Holding Limited? (including any successor entity

BUSINESS COMBINATION AGREEMENT by and among DRAPER OAKWOOD TECHNOLOGY ACQUISITION, INC., as Purchaser, DOTA HOLDINGS LIMITED, as Pubco, DOTA MERGER SUBSIDIARY INC., as Merger Sub, DRAPER OAKWOOD INVESTMENTS, LLC, in the capacity as the Purchaser Repr

Exhibit 2.1 EXECUTION COPY CONFIDENTIAL BUSINESS COMBINATION AGREEMENT by and among DRAPER OAKWOOD TECHNOLOGY ACQUISITION, INC., as Purchaser, DOTA HOLDINGS LIMITED, as Pubco, DOTA MERGER SUBSIDIARY INC., as Merger Sub, DRAPER OAKWOOD INVESTMENTS, LLC, in the capacity as the Purchaser Representative, REEBONZ LIMITED, as the Company, and THE SHAREHOLDERS OF THE COMPANY NAMED HEREIN, as the Sellers

EX-99.2

Exhibit 99.2

FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENT

Exhibit 10.3 FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this ?Agreement?) is being executed and delivered as of September 4, 2018, by the undersigned shareholder of the Company (as defined below) (the ?Subject Party?) in favor of and for the benefit of DOTA Holdings Limited, a Cayman Island corporation, which will be known after the