UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): June 22,
2021
DD3
Acquisition Corp. II
(Exact name of registrant as specified in its charter)
Delaware
|
|
001-39767
|
|
85-3244031
|
(State
or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S.
Employer
Identification No.)
|
Pedregal
24, 3rd Floor, Interior 300
Colonia
Molino del Rey, Del. Miguel Hidalgo
Mexico
City, Mexico
|
|
11040
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
+52 (55) 4340-1269
(Registrant’s telephone number, including area code)
Not
Applicable
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☒ Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
|
Trading
Symbol(s)
|
|
Name
of each exchange on which registered
|
Units,
each consisting of one share of Class A Common Stock and one-half of one Warrant
|
|
DDMXU
|
|
The
Nasdaq Stock Market LLC
|
Class
A Common Stock, par value $0.0001 per share
|
|
DDMX
|
|
The
Nasdaq Stock Market LLC
|
Warrants,
each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
|
|
DDMXW
|
|
The
Nasdaq Stock Market LLC
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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.
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 proxy statement/prospectus expected to be filed in connection with the Proposed Business Combination. All subsequent written and
oral forward-looking statements concerning DD3, the Company or Holdco, the Proposed Business Combination or other matters and attributable
to DD3 or Codere Online 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
DD3 and Codere Online 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
8.01. Other Events.
See
Item 7.01.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
DD3 Acquisition Corp. ii
|
|
|
|
|
By:
|
/s/
Martin Werner
|
|
|
Name:
Martin Werner
Title:
Chief Executive Officer
|
Date:
June 22, 2021
DD3 Acquisition Corporat... (NASDAQ:DDMXU)
Historical Stock Chart
From Jun 2024 to Jul 2024
DD3 Acquisition Corporat... (NASDAQ:DDMXU)
Historical Stock Chart
From Jul 2023 to Jul 2024