Item 7.01. Regulation FD Disclosure.
As previously disclosed, on June 21, 2021, DD3 Acquisition Corp. II, a Delaware
corporation ("DD3"), Codere Newco, S.A.U., a corporation (sociedad anónima
unipersonal) registered and incorporated under the laws of Spain ("Parent"),
Servicios de Juego Online S.A.U., a corporation (sociedad anónima unipersonal)
registered and incorporated under the laws of Spain (the "Company") whose sole
shareholder is Parent, Codere Online Luxembourg, S.A., a public limited
liability company (société anonyme) governed by the laws of the Grand Duchy of
Luxembourg ("Holdco", and collectively with the Company and their consolidated
subsidiaries "Codere Online") whose sole shareholder is Parent, and Codere
Online U.S. Corp., a Delaware corporation whose sole stockholder is Holdco,
entered into a business combination agreement (the "Business Combination
Agreement") that provides for DD3 and the Company to become wholly-owned
subsidiaries of Holdco through a series of related transactions (collectively,
the "Proposed Business Combination").
On June 22, 2021, DD3 and Codere Online issued a joint press release reminding
investors that DD3 and Codere Online would hold a pre-recorded conference call
regarding the Proposed Business Combination on June 22, 2021 at 8:30 a.m.,
Eastern Time (the "Conference Call"). Copies of the press release and the
transcript of the Conference Call are attached hereto as Exhibits 99.1 and 99.2,
respectively, and incorporated herein by reference. Such exhibits and the
information set forth therein are being furnished and shall not be deemed to be
filed for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise be subject to the liabilities of that
section, nor shall they be deemed to be incorporated by reference in any filing
under the Securities Act of 1933, as amended (the "Securities Act"), or the
Exchange Act.
Additional Information and Where to Find It
In connection with the Proposed Business Combination, a registration statement
on Form F-4 (the "Form F-4") is expected to be filed by Holdco with the U.S.
Securities and Exchange Commission ("SEC") that will include a proxy statement
to be distributed to stockholders of DD3 in connection with DD3's solicitation
of proxies from DD3's stockholders in connection with the Proposed Business
Combination and other matters to be described in the Form F-4, as well as a
prospectus of Holdco relating to the offer of the securities to be issued in
connection with the completion of the Proposed Business Combination. INVESTORS
AND SECURITY HOLDERS ARE URGED TO READ THE FORM F-4 AND OTHER DOCUMENTS FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. After the Form F-4 has been filed and
declared effective, the definitive proxy statement/prospectus will be mailed to
DD3's stockholders as of a record date to be established for voting on the
Proposed Business Combination. Stockholders will also be able to obtain copies
of such documents, without charge, once available, at the SEC's website at
www.sec.gov, or by directing a request to Codere Online Luxembourg, S.A., 7 rue
Robert Stümper, L-2557 Luxembourg, Grand Duchy of Luxembourg.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR
DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY
PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY
OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Participants in Solicitation
DD3, the Company and Holdco 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 DD3's stockholders
in connection with the Proposed Business Combination. Information regarding the
names, affiliations and interests of DD3's directors and executive officers is
set forth in the final prospectus for DD3's initial public offering filed with
the SEC on December 10, 2020, as well as in other documents DD3 has filed with
the SEC. Information regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of proxies of DD3's stockholders in connection
with the Proposed Business Combination will be set forth in the Form F-4 when
available. Information concerning the interests of DD3's, the Company's and
Holdco's participants in the solicitation, which may, in some cases, be
different than those of DD3's, the Company's and Holdco's equity holders
generally, will be set forth in the Form F-4 when it becomes available.
Shareholders, potential investors and other interested persons should read the
proxy statement/prospectus carefully when it becomes available before making any
voting or investment decisions. You may obtain free copies of these documents
from the sources indicated above.
Non-Solicitation
This Current Report on Form 8-K is not a proxy statement and does not constitute
a solicitation of a proxy, consent or authorization with respect to any
securities or in respect of the Proposed Business Combination. This Current
Report on Form 8-K also does not constitute an offer to sell or the solicitation
of an offer to buy any securities, nor will there be any sale of securities in
any states or jurisdictions in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such jurisdiction. No offering of securities will be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act or an
exemption therefrom.
2
Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the "safe harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995. All statements other than statements of
historical fact contained in this Current Report on Form 8-K are forward-looking
statements. These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as, and must not be relied on by any
investor as, a guarantee, an assurance, a prediction or a definitive statement
of fact or probability. DD3's and Codere Online's actual results may differ from
their expectations, estimates and projections and, consequently, you should not
rely on these forward-looking statements as predictions of future events. Words
such as "expect," "estimate," "project," "budget," "forecast," "anticipate,"
"intend," "plan," "may," "will," "could," "should," "believe," "predict,"
"likely," "potential," "continue," and similar expressions (or the negative
versions of such words or expressions) are intended to identify such
forward-looking statements. These forward-looking statements include, without
limitation, DD3's and Codere Online's expectations with respect to market
growth, future revenues, future performance, the anticipated financial impacts
of the Proposed Business Combination, the satisfaction or waiver of the closing
conditions to the Proposed Business Combination and the timing of the completion
of the Proposed Business Combination.
These forward-looking statements involve significant risks and uncertainties
that could cause the actual results to differ materially, and potentially
adversely, from those expressed or implied in the forward-looking statements.
Most of these factors are outside DD3's and Codere Online's control and are
difficult to predict. Factors that may cause such differences include, but are
not limited to: (1) the occurrence of any event, change, or other circumstances
that could give rise to the termination of the Business Combination Agreement;
(2) the outcome of any legal proceedings that may be instituted against DD3
and/or Codere Online following the announcement of the Business Combination
Agreement and the transactions contemplated therein; (3) the inability to
complete the Proposed Business Combination, including due to failure to obtain
approval of DD3's stockholders, certain regulatory approvals, or satisfy other
closing conditions in the Business Combination Agreement; (4) the occurrence of
any other event, change, or other circumstance that could cause the Proposed
Business Combination to fail to close; (5) the impact of COVID-19 on Codere
Online's business and/or the ability of the parties to complete the Proposed
Business Combination; (6) the inability to obtain and/or maintain the listing of
Holdco's ordinary shares or warrants on Nasdaq following the Proposed Business
Combination; (7) the risk that the Proposed Business Combination disrupts
current plans and operations as a result of the announcement and consummation of
the Proposed Business Combination; (8) the ability to recognize the anticipated
benefits of the Proposed Business Combination, which may be affected by, among
other things, competition, the ability of the combined company to grow and
manage growth profitably, and retain its key employees; (9) costs related to the
Proposed Business Combination; (10) changes in applicable laws or regulations;
(11) the amount of redemptions by DD3's stockholders in connection with the
Proposed Business Combination; and (12) the possibility that DD3 or Codere
Online may be adversely affected by other economic, business and/or competitive
factors. The foregoing list of factors is not exclusive. Additional information
concerning certain of these and other risk factors is contained in DD3's most
recent filings with the SEC and will be contained in the Form F-4, including the
. . .
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release, dated June 22, 2021.
99.2 Conference Call Transcript.
4
© Edgar Online, source Glimpses