Betterware de México, S.A. de C.V. executed a combination and stock purchase agreement to acquire DD3 Acquisition Corp. (NasdaqCM:DDMX) from DD3 Mex Acquisition Corp and others in a reverse merger transaction on August 2, 2019. Under the terms, DD3 Acquisition will issue 28.7 million share to shareholders of Betterware, after which Betterware shareholder will hold 80% stake in combined company. As of November 18, 2019, 26.7 million shares will be issues and up to maximum of $50 million cash consideration will be paid to current Betterware shareholders. Existing Betterware shareholders will remain as operating owners with approximately 70% of the consolidated business after closing the deal with $56.2 million from DD3 acquisition Corp's cash in trust and additional PIPE of up to 4.5 million shares. All of the DD3 shares issued and outstanding immediately prior to the effective time shall be canceled and each of those DD3 shares shall be exchanged for series A shares of the surviving company common stock on a 1:1 exchange ratio, and DD3 warrants and DD3's UPOs issued and outstanding immediately prior to the effective time shall be canceled and each of those DD3 warrants and DD3's UPOs shall be replaced and exchanged for Betterware warrants and BWM's UPOs of the surviving company; with each holder of DD3 shares, DD3 warrants and DD3's UPOs to receive the number of the surviving company common stock, Betterware warrants and Betterware's UPOs, respectively. The combined company will operate as “Betterware” and is expected to remain publicly listed on Nasdaq. Luis Campos, Chairman of Betterware, and Andres Campos, Chief Executive Officer of Betterware, will continue to run the combined company. Martin Werner, Chief Executive Officer and Chairman of DD3, and Guillermo Ortiz, Board member of DD3, are expected to join the combined company's Board of Directors, bringing their valuable know-how and wide network in the finance industry. Transaction is subject to approval from DD3 Acquisition's shareholders and other customary closing conditions such as antitrust approval, execution of merger agreement, ancillary agreements and lockup agreement. DD3 Acquisition's Board approved the transaction. The transaction is expected to be completed during the fourth quarter of 2019. Proceeds from the transaction will be used by the combined company to support and enhance future growth and maintain financial flexibility, among other uses considered by current shareholders of Betterware. As of September 23, 2019, Betterware and DD3 agreed to amendment agreement. As on February 3, 2020, the parties entered into second amendment agreement, pursuant to which, (a)purchase price is to be mutually determined by the parties based upon the amount of cash available in the trust account on the date of the special meeting of DD3's shareholders to seek shareholder approval for the transaction and related matters and for such purchase price to be payable at closing in cash or transferred as a liability to Betterware, and (b) date on which the agreement may be terminated by either party if the closing has not yet occurred, has been extended from January 31, 2020 to March 15, 2020. As of February 7, 2020, the transaction has been approved by the shareholders of DD3 Acquisition.

Alan Annex and Jose Raz-Guzman of Greenberg Traurig, S.C and Guillermo Cantú Treviño of Santos-Elizondo-Cantu-Rivera-Gonzalez-De la Garza, S.C. acted as the legal advisors to DD3 Acquisition. Morrow Sodali Global LLC acted as information agent to DD3 Acquisition and will be paid a fee of $15,000. David Alan Miller of Graubard Miller advised in the transaction. Deloitte provided due diligence service and EarlyBirdCapital, Inc. acted as financial advisor to DD3. EarlyBirdCapital, Inc. received a fee of $1.9 million.Reynaldo Vizcarra M of Baker & McKenzie Abogados, S.C. acted as legal advisor for Betterware de México. David Alan Miller of Graubard Miller acted as legal advisor for EarlyBirdCapital, Inc. in the transaction.

Betterware de México, S.A. de C.V. completed the acquisition of DD3 Acquisition Corp. (NasdaqCM:DDMX) from DD3 Mex Acquisition Corp and others in a reverse merger transaction on March 13, 2020. Upon completion, DD3 Acquisition issued 30.2 million shares and Betterware's ordinary shares commenced trading on the Nasdaq Stock Market today, under the symbol, BWMX.