Item 1.01. Entry into a Material Definitive Agreement.
On November 30, 2021 (the "Closing Date"), the merger of DD3 Acquisition Corp.
II and Codere Online U.S. Corp., a Delaware corporation ("Merger Sub") was
completed pursuant to the terms of the Business Combination Agreement, dated
June 21, 2021 (the "Business Combination Agreement"), by and among DD3
Acquisition Corp. II, Codere Newco, S.A.U., a corporation (sociedad anónima
unipersonal) registered and incorporated under the laws of Spain ("Codere
Newco"), Servicios de Juego Online S.A.U., a corporation (sociedad anónima
unipersonal) registered and incorporated under the laws of Spain ("SEJO"),
Codere Online Luxembourg, S.A., a limited liability company (société anonyme)
governed by the laws of the Grand Duchy of Luxembourg ("Holdco"), and Merger
Sub, which among other things provided for the merger of Merger Sub with and
into DD3 Acquisition Corp. II, with DD3 Acquisition Corp. II surviving such
merger (the "Merger").
In connection with the consummation of the business combination contemplated by
the Business Combination Agreement (the "Business Combination"), "DD3
Acquisition Corp. II" was renamed "Codere Online U.S. Corp." (the registrant is
hereafter referred to as "DD3" or "Codere Online U.S." indistinctively). Also in
connection with the consummation of the Business Combination, DD3 became a
direct, wholly-owned subsidiary of Holdco. The following agreements were entered
into among all or several of the various parties in connection with the
consummation of the Business Combination:
Registration Rights and Lock-Up Agreement
On the Closing Date, DD3, Codere Newco, Holdco and certain persons and entities
(collectively, the "Holders") entered into a Registration Rights and Lock-Up
Agreement which provides customary demand and piggyback registration rights.
Pursuant to the Registration Rights and Lock-Up Agreement, Holdco agreed that,
within 30 calendar days after the Closing Date, it will file with the SEC a
registration statement to permit the public resale of certain ordinary shares
and warrants of Holdco (including any ordinary shares underlying such warrants)
held by the Holders, and that it will use its reasonable best efforts to have
the registration statement declared effective as soon as practicable after the
filing thereof, but no later than 60 calendar days following the filing
deadline, provided that the effectiveness deadline will be extended to 90
calendar days after the filing deadline if the registration statement is
reviewed by, and receives comments from, the SEC.
Pursuant to the Registration Rights and Lock-Up Agreement, the Holders have
agreed to not transfer any Lock-Up Securities (as defined in the Registration
Rights and Lock-Up Agreement) until the earliest of: (i) the date that is one
year from the Closing Date, (ii) the date on which the closing price of the
ordinary shares of Holdco on Nasdaq equals or exceeds $12.50 per share (as
adjusted for share splits, share dividends, reorganizations and
recapitalizations) for any 20 trading days within any 30-trading day period
commencing 150 days after the Closing Date, or (iii) such date on which Holdco
completes a liquidation, merger, share exchange or other similar transaction
that results in all Holdco shareholders having the right to exchange their
Holdco ordinary shares for cash, securities or other property, in each case
subject to certain exceptions.
The foregoing description of the Registration Rights and Lock-Up Agreement is
qualified in its entirety by reference to the full text of the Registration
. . .
Item 2.01. Completion of Acquisition or Disposition of Assets.
On or before the Closing Date, pursuant to the Business Combination Agreement:
(i) Codere Newco contributed its equity interest in SEJO to Holdco in exchange
for ordinary shares of Holdco that were subscribed by Codere Newco (the
"Exchange"); (ii) following the Exchange, Merger Sub merged with and into DD3,
with DD3 surviving such merger and becoming a direct wholly-owned subsidiary of
Holdco, DD3 changed its name to "Codere Online U.S. Corp." and all shares of DD3
common stock outstanding prior to effectiveness of the merger were contributed
to Holdco in exchange for ordinary shares of Holdco; and (iii) each outstanding
warrant of DD3, which entitled holders to purchase shares of DD3's Class A
common stock, was converted into a warrant to purchase ordinary shares of
Holdco.
Immediately following the consummation of the Business Combination, the issued
share capital of Holdco consisted of 45,121,956 ordinary shares and 6,435,000
warrants.
The ordinary shares and warrants of Holdco commenced trading on The NASDAQ Stock
Market LLC under the ticker symbol "CDRO" and "CDROW," respectively, on December
1, 2021. The foregoing description of the Business Combination Agreement is
qualified in its entirety by reference to the full text of the Business
Combination Agreement, which is included as Exhibit 2.1 to this Current Report
and is incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing; Material Modification to Rights of Security
Holders.
On the Closing Date, in connection with the consummation of the Business
Combination, DD3 notified Nasdaq that the Business Combination had become
effective and requested that Nasdaq file a Notification of Removal from Listing
and/or Registration under Section 12(b) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), on Form 25 to notify the SEC that DD3's common
stock, warrants and units were to be delisted and deregistered under
Section 12(b) of the Exchange Act. The deregistration will become effective 10
days from the filing of the Form 25, which occurred on November 30, 2021. DD3
intends to file a Form 15 with the SEC in order to complete the deregistration
of DD3's securities under the Exchange Act.
Item 3.03. Material Modifications to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the disclosure set forth in
Items 1.01 and 2.01 of this Current Report on Form 8-K is incorporated by
reference in this Item 3.03.
Item 5.01. Changes in Control of Registrant.
To the extent required by Item 5.01 of Form 8-K, the disclosure set forth in
Item 2.01 of this Current Report on Form 8-K is incorporated by reference in
this Item 5.01.
2
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the consummation of the Business Combination, each of Dr.
Martin M. Werner, Mr. Jorge Combe, Mr. Daniel Salim, Dr. Guillermo Ortiz, Mr.
Daniel Valdez, Mr. Pedro Solís Cámara and Mr. Luis Campos ceased to be a
director of DD3. At the time of the consummation of the Business Combination,
Mr. Oscar Iglesias, Mr. Moshe Edree, and Mr. Gonzalo de Osma Bucero were
appointed to serve as directors of Codere Online U.S.
Also, in connection with consummation of the Business Combination, the following
officers of DD3 resigned from their respective positions: Dr. Martin M. Werner
resigned as Chief Executive Officer, Mr. Jorge Combe resigned as Chief Operating
Officer and Mr. Daniel Salim resigned as Chief Financial Officer. At the time of
the consummation of the Business Combination, the board of directors of Codere
Online U.S. appointed the following officers: Mr. Gonzalo de Osma Bucero as
President and Treasurer and Mr. Arie Rubinstein as Vice President and Secretary.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in
Fiscal Year.
In connection with the consummation of the Business Combination, at the
effective time of the Business Combination, the amended and restated certificate
of incorporation of DD3 was amended to, among other things, change the name of
the surviving corporation to "Codere Online U.S. Corp." The certificate of
incorporation of the Surviving Corporation is attached as Exhibit 3.1 hereto and
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
2.1 Business Combination Agreement, dated as of June 21, 2021, by and
among DD3 Acquisition Corp. II, Codere Newco, S.A.U., Servicios de Juego
Online S.A.U., Codere Online Luxembourg, S.A. and Codere Online U.S.
Corp. (incorporated by reference to Exhibit 2.1 to DD3 Acquisition Corp.
II's Form 8-K, File No. 001-39767, filed with the SEC on June 22,
2021).
3.1 Amended and Restated Certificate of Incorporation of Codere Online
U.S. Corp., dated as of November 30, 2021.
10.1 Registration Rights and Lock-Up Agreement, dated November 30, 2021, by
and between Codere Online Luxembourg, S.A., DD3 Acquisition Corp. II and
certain stockholders of Codere Online Luxembourg, S.A. and DD3
Acquisition Corp. II.
10.2 Assignment, Assumption and Amendment Agreement, dated November 30,
2021, by and among DD3 Acquisition Corp. II, Codere Online Luxembourg,
S.A. and Continental Stock Transfer & Trust Company.
10.3 Expenses Reimbursement Letter, dated November 30, 2021, by and between
Codere Newco, S.A.U., DD3 Sponsor Group, LLC, DD3 Acquisition Corp. II
and Codere Online Luxembourg, S.A.
3© Edgar Online, source Glimpses
CODERE ONLINE LUXEMBOURG, S.A. 
