Item 5.07. Submission of Matters to a Vote of Security Holders.
On November 18, 2021, DD3 Acquisition Corp. II ("DD3") held a special meeting of
stockholders (the "Special Meeting") in connection with the proposed business
combination (the "Proposed Business Combination") contemplated by the Business
Combination Agreement, dated as of June 21, 2021 (the "Business Combination
Agreement"), by and among DD3, Codere Newco, S.A.U., Servicios de Juego Online
S.A.U. (the "Company"), Codere Online Luxembourg, S.A. ("Holdco", and
collectively with the Company and their respective subsidiaries which will form
part of the group whose parent will be Holdco upon consummation of the Proposed
Business Combination, "Codere Online") and Codere Online U.S. Corp. The Proposed
Business Combination is described in the definitive proxy statement filed by DD3
with the U.S. Securities and Exchange Commission (the "SEC") on October 27, 2021
(the "Proxy Statement") and incorporated herein by reference.
Present at the Special Meeting were holders of 11,086,703 shares of common
stock, par value $0.0001 per share ("Common Stock"), of DD3, in person or by
proxy, representing approximately 69.31% of the voting power of the Common Stock
as of October 14, 2021, the record date for the Special Meeting (the "Record
Date"), and constituting a quorum for the transaction of business. As of the
Record Date, there were 15,995,000 shares of Common Stock issued and
outstanding.
At the Special Meeting, DD3's stockholders voted on and approved the Business
Combination Proposal and the Nasdaq Proposal, in each case as defined and
described in greater detail in the Proxy Statement. The approval of the Business
Combination Proposal required the affirmative vote of the holders of at least a
majority of the outstanding shares of Common Stock entitled to vote thereon at
the Special Meeting. The Nasdaq Proposal was conditioned on the approval of the
Business Combination Proposal and required the affirmative vote of the holders
of at least a majority of the shares of Common Stock entitled to vote thereon
and voted, in person or by proxy, at the Special Meeting. The Adjournment
Proposal, as defined and described in greater detail in the Proxy Statement, was
not presented to DD3's stockholders, as the Business Combination Proposal and
the Nasdaq Proposal each received a sufficient number of votes for approval and
DD3's public stockholders did not elect to redeem an amount of public shares
such that the minimum available cash condition to the obligation to closing of
the Proposed Business Combination would not be satisfied.
Set forth below are the final voting results for each of the proposals presented
at the Special Meeting:
Business Combination Proposal
The Business Combination Proposal was approved. The voting results of the shares
of Common Stock were as follows:
For Against Abstain
10,692,525 389,178 5,000
Nasdaq Proposal
The Nasdaq Proposal was approved. The voting results of the shares of Common
Stock were as follows:
For Against Abstain
10,692,425 389,178 5,100
Item 7.01. Regulation FD Disclosure.
DD3 expects the Proposed Business Combination to close on or about November 30,
2021 and Holdco's ordinary shares and warrants to commence trading on the Nasdaq
Capital Market ("Nasdaq") under the ticker symbols "CDRO" and "CDROW,"
respectively, following the closing of the Proposed Business Combination.
Item 8.01. Other Events.
On November 19, 2021, DD3 issued a press release announcing the results of the
Special Meeting, a copy of which is attached as Exhibit 99.1 hereto and
incorporated herein by reference.
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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 press release, including any statements as to
Holdco's, Codere Online's, DD3's or the combined company's future results of
operations and financial position, planned products and services, business
strategy and plans, objectives of management for future operations, market size
and potential growth opportunities, competitive position, expectations and
timings related to commercial launches or the consummation of the Proposed
Business Combination, potential benefits of the Proposed Business Combination
and PIPE investments, technological and market trends and other future
conditions, 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. Holdco's, Codere
Online's, DD3's and the combined company'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, Holdco's, Codere Online's and DD3's expectations with respect to the
timing of the completion of the Proposed Business Combination and the trading of
Holdco's securities on Nasdaq. 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 Holdco's,
Codere Online's and DD3'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 Holdco, Codere Online and/or DD3
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 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 Codere Online and 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; and (11)
the possibility that Holdco, Codere Online or DD3 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 Holdco's and DD3's most recent filings with
the SEC, including a registration statement on Form F-4 filed by Holdco with the
SEC on August 12, 2021, as amended, and the final prospectus and definitive
proxy statement, filed by Holdco and DD3, respectively, with the SEC on October
27, 2021. All subsequent written and oral forward-looking statements concerning
Holdco, DD3, Codere Online, the combined company, the Proposed Business
Combination or other matters and attributable to Holdco, Codere Online or DD3 or
any person acting on their behalf are expressly qualified in their entirety by
the cautionary statements above. Readers are cautioned not to place undue
reliance upon any forward-looking statements, which speak only as of the date
made. Each of Holdco, Codere Online and DD3 expressly disclaims any obligations
or undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change in their
expectations with respect thereto or any change in events, conditions or
circumstances on which any statement is based, except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release, dated November 19, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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