DD3 Acquisition II: Shareholders Approve Business Combination with Codere Online – Form 8-K


The shareholders of DD3 Acquisition Corp. They approve the business combination with Codere Online

Madrid, Spain and Mexico City, Mexico November 19, 2021 – DD3 Acquisition Corp. II (NASDAQ: DDMX) (“DD3”), a publicly traded special purpose acquisition company, today announced that at a special meeting of shareholders on November 18, 2021, its shareholders have voted to approve its proposed business combination (the “Proposed Business Combination”) with Codere Online1, one of the leading online gaming and sports betting operators in Latin America.

The proposed business combination is expected to close on or around November 30, 2021, subject to the satisfaction of certain customary closing conditions. Ordinary shares and warrants of Codere Online Luxembourg, SA (“Holdco”) are expected to begin trading on the Nasdaq Capital Market under the symbols “CDRO” and “CDROW”, respectively, after the completion of the Business Combination. offers.

About Codere Online

Codere Online was launched in 2014 as part of renowned casino operator Codere Group. Codere Online offers online sports betting and online casino through its state-of-the-art website and mobile app. Codere currently operates in its main markets of Spain, Italy, Mexico, Colombia and Panama and plans to start operating in the city of Buenos Aires (Argentina) at the end of 2021. Codere Online activities are complemented by the Codere group’s physical presence throughout Latin America, forming the basis for the region’s leading omnichannel gaming and casino presence.

About the Codere Group

Codere Group is a multinational entertainment and leisure group. It is a leading player in the private gaming industry, with four decades of experience and a presence in seven countries in Europe (Spain and Italy) and Latin America (Argentina, Colombia, Mexico, Panama and Uruguay) .

About DD3 Acquisition Corp. II

DD3 was formed for the purpose of concluding a merger, capital stock exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more companies or entities. DD3’s efforts to identify a potential target business are not limited to any particular industry or geographic region. Learn more at https://www.dd3.mx/en/spac.


Codere Online refers, collectively, to Codere Online Luxembourg, SA, Servicios de Juego Online, SAU and their respective subsidiaries which will be part of the group whose parent company will be Codere Online Luxembourg, SA upon completion of the proposed business combination.

Forward-looking statements

This press release 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 including statements as to the future results of operations and financial condition of Holdco, Codere Online, DD3 or the combined company, expected products and services, business strategy and plans, management objectives for future operations , market size and potential growth opportunities, competitive position, expectations and timelines associated with business launches or the completion of the proposed business combination, the potential benefits of the proposed business combination and the investments PIPE, technology and market trends and other future conditions, are forward-looking statements. These forward-looking statements are provided for informational purposes only and are not intended to be used as, and should not be relied upon by any investor as, a guarantee, assurance, prediction or definitive statement of fact or probability. Actual results of Holdco, Codere Online, DD3 and the Combined Company may differ from their expectations, estimates and projections and, therefore, you should not rely on any such forward-looking statements as predictions of future events. Words such as “expect”, “estimate”, “project”, “budget”, “anticipate”, “anticipate”, “intend to”, “plan”, “can”, “can”, “Could”, “should,” “believe”, “predict”, “likely”, “possible”, “continue” and similar expressions (or negative versions of such words or expressions) are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the expectations of Holdco, Codere Online and DD3 with respect to the timing of the completion of the proposed business combination and the trading of the securities of Holdco on the Nasdaq.

These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially, and potentially adversely, from those expressed or implied in the forward-looking statements. Most of these factors are beyond the control of Holdco, Codere Online and DD3 and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of an event, change or other circumstances that could result in the termination of the business combination agreement entered into between Holdco, Codere Online, DD3 and the other parties to it in connection with the Proposed Business Combination (the “Business Combination Agreement”); (2) the outcome of any legal proceedings that may be brought 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, in particular due to the failure to obtain certain regulatory approvals or to meet other closing conditions of the Business Combination Agreement; (4) the occurrence of any other event, change or other circumstance which could prevent the closure of the Business Combination Project; (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 the common shares or warrants of Holdco on the Nasdaq as a result of the proposed business combination; (7) the risk that the Business Combination Project disrupts current plans and operations due to the announcement and completion of the Business Combination Project; (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 Business Combination Project; (10) changes in applicable laws or regulations; and (11) the possibility that Holdco, Codere Online or DD3 will be adversely affected by other economic, business and / or competitive factors. The above list of factors is not exclusive. Additional information regarding some of these and other risk factors is contained in the most recent documents of Holdco and DD3 with the United States Securities and Exchange Commission (“SEC”), including a statement by registration on Form F-4 filed by Holdco with the SEC on August 12. , 2021, as amended, and the final prospectus and definitive proxy circular, filed by Holdco and DD3, respectively, with the SEC on October 27, 2021. All subsequent written and oral forward-looking statements regarding Holdco, DD3, Codere Online, The combined business, 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 caveats above. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are posted. Holdco, Codere Online and DD3 expressly disclaim any obligation or commitment to publicly release any update or revision to any forward-looking statement contained herein to reflect any change in their expectations in this regard or any change in events, conditions or circumstances. on which any statement is based, except as required by law.

No offer or solicitation

This press release is not a proxy statement and does not constitute a solicitation of any proxy, consent or authorization with respect to any security or with respect to the proposed business combination. This press release also does not constitute an offer to sell or the solicitation of an offer to buy any securities, and there will be no sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be illegal prior to registration or qualification under the securities laws of such jurisdiction. No offer of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.



Ryan Lawrence, IC

[email protected]


Guillermo Lancha, Codere

[email protected]

(+34) -628-928-152


Brian Ruby, IC

[email protected]



DD3 Acquisition Corp. II published this content on November 19, 2021 and is solely responsible for the information it contains. Distributed by Public, unedited and unmodified, on 19 November 2021 13:53:04 UTC.