As filed with the Securities and Exchange Commission on August 12, 2021

Registration No. 333-______

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

___________________

Form F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

___________________

Codere Online Luxembourg, S.A.

(Exact Name of Registrant as Specified in Its Charter)

___________________

Grand Duchy of Luxembourg		7990		Not Applicable
(Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

___________________

7 rue Robert Stümper
L-2557 Luxembourg,
Grand Duchy of Luxembourg
R.C.S. Luxembourg: B255798
+34 91354 28 19

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

___________________

CT Corporation System
28 Liberty Street
New York, NY 10005
(212) 894-8940

(Name, address, including zip code, and telephone number, including area code, of agent for service)

___________________

Copies to:

Michael J. Willisch, Esq.
Davis Polk & Wardwell LLP
Paseo de la Castellana, 41
Madrid, Spain 28046
Tel: +34 91 768 9610
Fax: +34 91 768 9710

Alan I. Annex, Esq.
Greenberg Traurig, P.A.
333 S.E. 2nd Avenue
Miami, FL 33131
Tel: (305) 579-0576
Fax: (305) 579-0717

___________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and on completion of the business combination described in the enclosed proxy statement/prospectus.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) £

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) £

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company S

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 to Section 7(a)(2)(B) of the Securities Act. £

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per security		Proposed maximum aggregate offering price			Amount of registration fee(2)
Ordinary Shares(3)(4)	22,719,000	$	9.94	$	225,826,860	(5)	$	24,638
Warrants(6)(4)	6,435,000		N/A		N/A	(7)		N/A	(7)
Ordinary Shares issuable on exercise of Warrants(8)(4)	6,435,000	$	11.50		74,002,500		$	8,074	(9)
Total				$	299,829,360		$	32,712

____________

(1) All securities being registered will be issued by Codere Online Luxembourg, S.A., a limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg (“Holdco”). In connection with the Business Combination described in this registration statement and the enclosed proxy statement/prospectus (the “Business Combination”), among other things, (i) Codere Newco, S.A.U. (“Codere Newco”), the sole shareholder of both Holdco and Servicios de Juego Online S.A.U., a limited liability company (sociedad anónima unipersonal) governed by the laws of Spain (“SEJO”), will contribute its ordinary shares of SEJO, all with a nominal value of €1.00 per share (“SEJO Ordinary Shares”), to Holdco in exchange for additional ordinary shares of Holdco (“Holdco Ordinary Shares”) to be subscribed for by Codere Newco (such contribution and exchange of SEJO Ordinary Shares for Holdco Ordinary Shares, collectively, the “Exchange”), (ii) as a result of the Exchange, SEJO will become a wholly-owned subsidiary of Holdco and Codere Newco will continue to hold all the issued and outstanding Holdco Ordinary Shares and (iii) Codere Online U.S. Corp., a Delaware corporation (“Merger Sub”), a newly-formed subsidiary of Holdco, will be merged with and into DD3 Acquisition Corp. II, a Delaware corporation (“DD3”), with DD3 surviving such merger and becoming a direct wholly-owned subsidiary of Holdco (the “Merger”) and, in connection with the Merger, (a) all of the outstanding shares of DD3’s Class A common stock, par value $0.0001 per share (the “DD3 Class A Common Stock”) and, pursuant to the Class B Conversion (as defined herein), DD3’s Class B common stock, par value $0.0001 (the “DD3 Class B Common Stock” and, together with the DD3 Class A Common Stock, the “DD3 Common Stock”), will be exchanged for Holdco Ordinary Shares and (b) all of the outstanding warrants of DD3 (the “Public Warrants”) included in the units sold in DD3’s initial public offering (the “Public Units”), and all of the outstanding warrants of DD3 (the “Private Warrants” and, together with the Public Warrants, the “DD3 Warrants”) included in the units purchased in a private placement in connection with DD3’s initial public offering (the “Private Placement Units” and, together with the Public Units, the “DD3 Units”), in each case, entitling the holder thereof to purchase one share of the DD3 Class A Common Stock at an exercise price of $11.50 per share (subject to adjustment), will be converted into the right to purchase Holdco Ordinary Shares on substantially the same terms as the DD3 Warrants (the “Holdco Warrants”). Immediately prior to the closing of the Business Combination, all DD3 Units will be separated into their component securities, which will be exchanged for equivalent securities of Holdco upon the consummation of the Business Combination as described in the proxy statement/prospectus included herein.

(2) Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $109.10 per $1,000,000 of the proposed maximum aggregate offering price.

(3) Consists of Holdco Ordinary Shares issuable in exchange for (i) 12,870,000 shares of DD3 Class A Common Stock initially issued as part of the DD3 Units, (ii) 3,125,000 shares of DD3 Class A Common Stock to be issued upon the Class B Conversion, (iii) 5,000,000 shares of DD3 Class A Common Stock to be issued immediately prior to the Closing pursuant to the Forward Purchase Agreements (as defined herein), and (iv) 1,724,000 shares of DD3 Class A Common Stock to be issued to the Current Subscribers (as defined herein) immediately prior to the Closing pursuant to the Subscription Agreements with the Current Subscribers (as defined herein).

(4) Pursuant to Rule 416(a), an indeterminable number of additional securities are also being registered to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(5) Pursuant to Rules 457(c) and 457(f)(1) under the Securities Act of 1933, as amended (the “Securities Act”), and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is equal to the product obtained by multiplying $9.94, which represents the average of the high and low prices of the shares of DD3 Class A Common Stock on The Nasdaq Stock Market LLC on August 6, 2021, by 22,719,000, the estimated number of shares of DD3 Class A Common Stock that will be outstanding immediately prior to the closing of the Business Combination (assuming no redemptions pursuant to DD3’s amended and restated certificate of incorporation, including 6,724,000 shares of DD3 Class A Common Stock that are expected to be issued pursuant to the Forward Purchase Agreements and the Subscription Agreements with the Current Subscribers and excluding any other shares that may be issued in private placements prior to the Business Combination and following the Class B Conversion and the separation of the DD3 Units).

(6) DD3 Warrants will convert into Holdco Warrants upon consummation of the Business Combination as described in the proxy statement/prospectus included herein.

(7) The maximum number of Holdco Warrants and Holdco Ordinary Shares of the registrant issuable upon exercise of the Holdco Warrants are being simultaneously registered hereunder. Consistent with the response to Question 240.06 of the Securities Act Rules Compliance and Disclosure Interpretations, the registration fee with respect to such Holdco Warrants has been allocated to the Holdco Ordinary Shares underlying such warrants and those Holdco Ordinary Shares are included in the registration fee as calculated in footnote (8) below.

(8) Consists of Holdco Ordinary Shares issuable upon exercise of Holdco Warrants. Each Holdco Warrant will entitle the warrant holder to purchase one Holdco Ordinary Share at a price of $11.50 per share (subject to adjustment).

(9) No separate registration fee required pursuant to Rule 457(g) under the Securities Act. Pursuant to Rule 457(g)(1) of the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price of the Holdco Ordinary Shares underlying the Holdco Warrants is calculated based on an exercise price of $11.50 per share.

___________________

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, pursuant to said Section 8(a), may determine.

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This proxy statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

PRELIMINARY PROXY STATEMENT FOR SPECIAL MEETING OF DD3 Acquisition Corp. II AND PROSPECTUS FOR ORDINARY SHARES AND WARRANTS OF Codere Online Luxembourg, S.A.

SUBJECT TO COMPLETION, DATED AUGUST 12, 2021

DD3 Acquisition Corp. II
Pedregal 24, 3rd Floor, Interior 300
Colonia Molino del Rey, Del. Miguel Hidalgo
11040 Mexico City, Mexico

Dear DD3 Acquisition Corp. II Stockholders:

You are cordially invited to attend the special meeting of stockholders of DD3 Acquisition Corp. II (“DD3”) at 11:00 a.m., Eastern time, on , 2021, at the offices of Greenberg Traurig, LLP, located at the MetLife Building, 200 Park Avenue, New York, NY 10166.

At the special meeting of stockholders, in addition to the other proposals described in this proxy statement/prospectus, DD3 stockholders will be asked to consider and vote upon a proposal to approve and adopt the Business Combination Agreement, dated as of June 21, 2021 (as may be amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”), by and among DD3, 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”) whose sole shareholder is Codere Newco, Codere Online Luxembourg, S.A., a limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg (“Holdco”) whose sole shareholder is Codere Newco, and Codere Online U.S. Corp., a Delaware corporation (“Merger Sub”) whose sole stockholder is Holdco, and the Business Combination (as defined below) contemplated thereby.

Pursuant to the Business Combination Agreement, each of the following transactions will occur in the following order: (i) pursuant to that certain Contribution and Exchange Agreement, dated as of June 21, 2021, by and among Holdco, SEJO and Codere Newco, effective on the effective time of the Exchange (as defined below), Codere Newco will contribute its ordinary shares of SEJO (“SEJO Ordinary Shares”), constituting all the issued and outstanding share capital of SEJO, to Holdco in exchange for additional ordinary shares of Holdco (“Holdco Ordinary Shares”), to be subscribed for by Codere Newco (such contribution and exchange of SEJO Ordinary Shares for Holdco Ordinary Shares, collectively, the “Exchange”); as a result of the Exchange, SEJO will become a wholly-owned subsidiary of Holdco and Holdco will continue to be a wholly-owned subsidiary of Codere Newco; (ii) after the Exchange and immediately prior to the effective time of the Merger (as defined below) (the “Merger Effective Time”), each share of DD3 Class B common stock, par value $0.0001 per share, issued and outstanding immediately prior to the Merger Effective Time will automatically be converted into and exchanged for one share of DD3 Class A common stock, par value $0.0001 per share (“Class A Common Stock,” and such conversion, the “Class B Conversion”); (iii) not earlier than one Business Day (as defined in the Business Combination Agreement) following the consummation of the Exchange, Merger Sub will merge with and into DD3, with DD3 surviving such merger and becoming a direct wholly-owned subsidiary of Holdco (the “Merger”) and, in connection therewith, DD3’s corporate name will change to “Codere Online U.S. Corp.”; (iv) in connection with the Merger, all shares of Class A Common Stock issued and outstanding immediately prior to the Merger Effective Time, but after the Class B Conversion, will be contributed to Holdco in exchange for one Holdco Ordinary Share for each share of Class A Common Stock pursuant to a share capital increase of Holdco; and (v) as of the Merger Effective Time, each DD3 warrant that is outstanding immediately prior to the Merger Effective Time will no longer represent a right to acquire one share of Class A Common Stock and will instead represent the right to acquire one Holdco Ordinary Share on substantially the same terms (together with the other transactions related thereto, the “Business Combination”).

Pursuant to forward purchase agreements entered into at the time of DD3’s initial public offering and subscription agreements entered into contemporaneously with the execution and delivery of the Business Combination Agreement, certain investors have committed to purchase an aggregate of 6,724,000 shares of Class A Common Stock, at a purchase price of $10.00 per share, in a private placement to occur immediately prior to the closing of the Business Combination (the “Closing”), in each case which will be converted into Holdco Ordinary Shares upon consummation of the Merger. In addition, one of DD3’s investors has agreed not to seek redemption of at least 996,069 shares of Class A Common Stock it currently holds.

Upon consummation of the Business Combination and subject to the assumptions set forth in this proxy statement/prospectus, Holdco is expected to have up to 49,719,000 Holdco Ordinary Shares outstanding. For additional information, see the section entitled “The Business Combination Agreement — Consideration to be Received in the Business Combination” beginning on page 144 of this proxy statement/prospectus.

DD3’s publicly-traded units, shares of Class A Common Stock and warrants are currently listed on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “DDMXU,” “DDMX” and “DDMXW,” respectively. Any outstanding units will be separated into their component securities immediately prior to the Closing. Holdco intends to apply to list the Holdco Ordinary Shares and Holdco warrants on Nasdaq in connection with the Closing. DD3 cannot assure you that the Holdco Ordinary Shares or Holdco warrants will be approved for listing on Nasdaq.

Holdco is a “foreign private issuer” and an “emerging growth company” under the applicable Securities and Exchange Commission rules and will be eligible for reduced public company disclosure requirements. In addition, upon completion of the Business Combination, Holdco will be a “controlled company” within the meaning of the Nasdaq corporate governance standards and will be eligible and may in the future decide to take advantage of exemptions from certain Nasdaq corporate governance standards.

DD3 is providing this proxy statement/prospectus and accompanying proxy card to its stockholders in connection with the solicitation of proxies to be voted at the special meeting of stockholders and at any adjournments or postponements of the special meeting of stockholders. Whether or not you plan to attend the special meeting, DD3 urges you to read the entire proxy statement/prospectus (including the financial statements and annexes attached hereto and any documents incorporated into this proxy statement/prospectus by reference) carefully. Please pay particular attention to the section entitled “Risk Factors,” beginning on page 62 of this proxy statement/prospectus.

After careful consideration, DD3’s board of directors has unanimously approved and adopted the Business Combination Agreement and unanimously recommends that DD3 stockholders vote FOR all of the proposals presented to DD3 stockholders in this proxy statement/prospectus. When you consider the board of directors’ recommendation of these proposals, you should keep in mind that certain of DD3’s directors and officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section entitled “The Business Combination — Interests of DD3’s Directors and Officers in the Business Combination.”

On behalf of DD3’s board of directors, I thank you for your support and look forward to the successful completion of the Business Combination.

		Sincerely,

, 2021		Dr. Martin M. Werner Chairman and Chief Executive Officer

This proxy statement/prospectus is dated , 2021 and is first being mailed to the stockholders of DD3 on or about that date.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

DD3 ACQUISITION CORP. II
Pedregal 24, 3rd Floor, Interior 300
Colonia Molino del Rey, Del. Miguel Hidalgo
11040 Mexico City, Mexico

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON , 2021

To the Stockholders of DD3 Acquisition Corp. II:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “special meeting of stockholders”) of DD3 Acquisition Corp. II, a Delaware corporation (“DD3”), will be held on , 2021, at 11:00 a.m., Eastern time, at the offices of Greenberg Traurig, LLP, located at the MetLife Building, 200 Park Avenue, New York, NY 10166. You are cordially invited to attend the special meeting of stockholders for the following purposes:

(1) The Business Combination Proposal: to consider and vote upon a proposal to approve and adopt the Business Combination Agreement, dated as of June 21, 2021 (as may be amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”), by and among DD3, 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”) whose sole shareholder is Codere Newco, Codere Online Luxembourg, S.A., a limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg (“Holdco”) whose sole shareholder is Codere Newco, and Codere Online U.S. Corp., a Delaware corporation (“Merger Sub”) whose sole stockholder is Holdco, and the Business Combination (as defined below) contemplated thereby, pursuant to which each of the following transactions will occur in the following order:

• pursuant to that certain Contribution and Exchange Agreement, dated as of June 21, 2021, by and among Holdco, SEJO and Codere Newco, effective on the effective time of the Exchange (as defined below), Codere Newco will contribute its ordinary shares of SEJO (“SEJO Ordinary Shares”), constituting all the issued and outstanding share capital of SEJO, to Holdco in exchange for additional ordinary shares of Holdco (“Holdco Ordinary Shares”), to be subscribed for by Codere Newco (such contribution and exchange of SEJO Ordinary Shares for Holdco Ordinary Shares, collectively, the “Exchange”); as a result of the Exchange, SEJO will become a wholly-owned subsidiary of Holdco and Holdco will continue to be a wholly-owned subsidiary of Codere Newco;

• after the Exchange and immediately prior to the effective time of the Merger (as defined below) (the “Merger Effective Time”), each share of DD3 Class B common stock, par value $0.0001 per share (“Class B Common Stock”), issued and outstanding immediately prior to the Merger Effective Time will automatically be converted into and exchanged for one share of DD3 Class A common stock, par value $0.0001 per share (“Class A Common Stock,” and such conversion, the “Class B Conversion”);

• not earlier than one Business Day (as defined in the Business Combination Agreement) following the consummation of the Exchange, Merger Sub will merge with and into DD3, with DD3 surviving such merger and becoming a direct wholly-owned subsidiary of Holdco (the “Merger”) and, in connection therewith, DD3’s corporate name will change to “Codere Online U.S. Corp.”;

• in connection with the Merger, all shares of Class A Common Stock issued and outstanding immediately prior to the Merger Effective Time, but after the Class B Conversion, will be contributed to Holdco in exchange for one Holdco Ordinary Share for each share of Class A Common Stock pursuant to a share capital increase of Holdco; and

• as of the Merger Effective Time, each DD3 warrant that is outstanding immediately prior to the Merger Effective Time will no longer represent a right to acquire one share of Class A Common Stock and will instead represent the right to acquire one Holdco Ordinary Share on substantially the same terms (together with the other transactions related thereto, the “Business Combination,” and collectively, the “Business Combination Proposal”);

(2) The Nasdaq Proposal: to consider and vote upon a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(a), the issuance of more than 20% of the current total issued and outstanding shares of DD3 common stock to the Forward Purchasers (as defined below) and the Subscribers (as defined below) (the “Nasdaq Proposal”); and

(3) The Adjournment Proposal: to consider and vote upon a proposal to authorize the adjournment of the special meeting of stockholders to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting of stockholders, there are not sufficient votes to approve one or more proposals presented to stockholders for vote or Public Stockholders (as defined below) have elected to redeem an amount of Public Shares (as defined below) such that the minimum available cash condition to the obligation to closing of the Business Combination would not be satisfied (the “Adjournment Proposal”).

Only holders of record of DD3 common stock at the close of business on , 2021 are entitled to notice of the special meeting of stockholders and to vote at the special meeting of stockholders and any adjournments or postponements of the special meeting of stockholders. A complete list of DD3 stockholders of record entitled to vote at the special meeting of stockholders will be available for ten days before the special meeting of stockholders at DD3’s principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting of stockholders.

Pursuant to DD3’s amended and restated certificate of incorporation, DD3 is providing the holders (the “Public Stockholders”) of the shares of Class A Common Stock (the “Public Shares”) issued in DD3’s initial public offering (the “IPO”) with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount on deposit in the trust account which holds the proceeds of the IPO (the “Trust Account”) as of two business days prior to the consummation of the Business Combination, including any interest not previously released to DD3 but net of taxes payable, upon the consummation of the Business Combination. For illustrative purposes, based on funds in the Trust Account of approximately $125.0 million on March 31, 2021, the estimated per share redemption price would have been approximately $10.00. Public Stockholders may elect to redeem their shares even if they vote for the Business Combination Proposal and any of the other proposals presented. A Public Stockholder, together with any of his, her or its affiliates or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming his, her or its shares with respect to more than an aggregate of 15% of the Public Shares without DD3’s prior consent. Holders of DD3’s outstanding warrants to purchase shares of Class A Common Stock do not have redemption rights with respect to such warrants in connection with the Business Combination. All of the holders of (i) the shares of Class B Common Stock and (ii) the shares of Class A Common Stock underlying the private units sold in the IPO (the “Private Shares”) have agreed to waive their redemption rights with respect to such shares. In addition, one of DD3’s investors has agreed not to seek redemption of at least 996,069 shares of Class A Common Stock it currently holds. The shares of Class B Common Stock and Private Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. DD3 Sponsor Group, LLC, MG Partners Multi-Strategy Fund LP and DD3’s officers and directors have agreed to vote their shares of Class B Common Stock, Private Shares and any Public Shares acquired by them in favor of the Business Combination Proposal. As of the record date, such holders beneficially own an aggregate of approximately 21.6% of the issued and outstanding shares of DD3 common stock.

Pursuant to forward purchase agreements entered into at the time of the IPO, certain investors (the “Forward Purchasers”) have elected to purchase an aggregate of 5,000,000 shares of Class A Common Stock, at a price of $10.00 per share, for an aggregate purchase price of $50,000,000. Additionally, pursuant to subscription agreements entered into contemporaneously with the execution and delivery of the Business Combination Agreement, certain investors (the “Subscribers”) have committed to purchase an aggregate of 1,724,000 shares of Class A Common Stock, at a purchase price of $10.00 per share, for an aggregate purchase price of $17,240,000. Such issuances will occur in a private placement immediately prior to the closing of the Business Combination (the “Closing”), in each case which shares of Class A Common Stock will be converted into Holdco Ordinary Shares upon consummation of the Merger.

The approval of the Business Combination Proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of DD3 common stock entitled to vote thereon at the special meeting of stockholders. Each of the Nasdaq Proposal and, if presented, the Adjournment Proposal requires the affirmative vote of the holders of at least a majority of the shares of DD3 common stock entitled to vote thereon and voted (in person

or by proxy) at the special meeting of stockholders. The Closing is conditioned on the adoption of the Business Combination Proposal. The Nasdaq Proposal is also conditioned on the adoption of the Business Combination Proposal. Neither the Business Combination Proposal nor the Adjournment Proposal is conditioned on the adoption of any other proposal set forth in the accompanying proxy statement/prospectus.

DD3 has no specified maximum redemption threshold under its amended and restated certificate of incorporation. It is a condition to closing under the Business Combination Agreement, however, that Gross Proceeds (as defined in the Business Combination Agreement) amount to at least $77 million. If redemptions by Public Stockholders cause DD3 to be unable to meet this closing condition, then SEJO will not be required to consummate the Business Combination, although it may, in its sole discretion, waive this condition. In the event that SEJO waives this condition, DD3 does not intend to seek additional stockholder approval or to extend the time period in which Public Stockholders can exercise their redemption rights. In no event, however, will DD3 redeem Public Shares in an amount that would cause DD3’s net tangible assets to be less than $5,000,001 immediately after the Closing.

Your vote is very important, regardless of the number of shares you own. Please vote as soon as possible to ensure that your vote is counted, regardless of whether you expect to attend the special meeting of stockholders. Please complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided.

If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the special meeting of stockholders. A failure to vote your shares will have the same effect as a vote “AGAINST” the Business Combination Proposal and will have no effect on the outcome of any vote on the Nasdaq Proposal or, if presented, the Adjournment Proposal.

If you sign and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the proposals presented at the special meeting of stockholders. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the special meeting of stockholders in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting of stockholders and, if a quorum is present, will have the same effect as a vote “AGAINST” the Business Combination Proposal but will have no effect on the other proposals.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the financial statements and annexes attached thereto and any documents incorporated into the proxy statement/prospectus by reference) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. DD3 encourages you to read the entire proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call DD3’s proxy solicitor, Morrow Sodali LLC, at (800) 662-5200. Banks and brokers may reach Morrow Sodali LLC at (203) 658-9400. This notice of meeting and the accompanying proxy statement/prospectus are available at .

		By Order of the Board of Directors,

, 2021		Dr. Martin M. Werner
		Chairman and Chief Executive Officer

table of contents

		Page
About This Proxy Statement/Prospectus		1
Market and Industry Data		1
Frequently Used Terms		2
Questions and Answers About the Proposals		11
Summary of the Proxy Statement/Prospectus		27
Selected Historical Financial Data of DD3		53
Selected Combined Carve-Out Financial Data of Codere Online		54
Selected Unaudited Pro Forma Combined Financial Information		56
Cautionary Note Regarding Forward-Looking Statements		59
Risk Factors		62
Unaudited Pro Forma Combined Financial Information		109
The Special Meeting of DD3 Stockholders		122
The Business Combination		127
The Business Combination Agreement		141
Certain Agreements Related to the Business Combination		155
Material Luxembourg Income Tax Considerations		161
Material U.S. Federal Income Tax Considerations		164
DD3 Stockholder Proposal No. 1 — The Business Combination Proposal		176
DD3 Stockholder Proposal No. 2 — The Nasdaq Proposal		177
DD3 Stockholder Proposal No. 3 — The Adjournment Proposal		178
Information About Codere Online		179
Codere Online Management’s Discussion and Analysis of Financial Condition and Results of Operations		198
Regulation Applicable to Codere Online’s Business		223
Certain Codere Online Relationships and Related Person Transactions		233
Information About DD3		243
DD3 Management’s Discussion and Analysis of Financial Condition and Results of Operations		254
Certain DD3 Relationships and Related Person Transactions		258
Management of Holdco after the Business Combination		261
Description of Holdco’s Securities		269
Comparison of Stockholder Rights		274
Shares Eligible for Future Sale		289
Security Ownership of Certain Beneficial Owners and Management		292
Market Information and Dividends		296
Additional Information		297
Legal Matters		298
Experts		298
Where You Can Find More Information		299
Index to Financial Information		F-1
Annexes		A-1

About This Proxy Statement/Prospectus

This document, which forms part of a registration statement on Form F-4 (File No. 333- ) filed with the U.S. Securities and Exchange Commission (the “SEC”) by Holdco, constitutes a prospectus of Holdco under Section 5 of the Securities Act, with respect to the Holdco Ordinary Shares to be issued to DD3 stockholders, as well as the Holdco Warrants to acquire Holdco Ordinary Shares to be issued upon conversion of the DD3 Warrants and the Holdco Ordinary Shares underlying such warrants, if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the special meeting of DD3 stockholders at which DD3 stockholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters.

This document does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction or to any person to whom it would be unlawful to make such offer.

The securities are not intended to be offered, sold or otherwise made available to, and should not be offered, sold or otherwise made available to, any persons in member states of the European Economic Area which apply Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (this Regulation together with any implementing measures in any member state, the “Prospectus Regulation”), unless they are qualified investors for the purposes of the Prospectus Regulation in such member state or in any other circumstances falling within Article 1(4) of the Prospectus Regulation, and no person in member states of the European Economic Area that is not a relevant person or qualified investor may act or rely on this document or any of its contents.

This proxy statement/prospectus includes trademarks, tradenames and service marks, certain of which belong to us or our affiliates and others that are the property of other organizations. Solely for convenience, trademarks, tradenames and service marks referred to in this proxy statement/prospectus appear without the ®, TM and SM symbols, but the absence of those symbols is not intended to indicate, in any way, that we or our affiliates will not assert our or their rights or that the applicable owner will not assert its rights to these trademarks, tradenames and service marks to the fullest extent under applicable law. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.

Market and Industry Data

This proxy statement/prospectus contains estimates, projections, and other information concerning Codere Online’s industry and business, as well as data regarding market research, estimates, and forecasts prepared by Codere Online’s management. Information that is based on estimates, forecasts, projections, market research, or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. The industry in which Codere Online operates is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section entitled “Risk Factors.” Unless otherwise expressly stated, Codere Online obtained this industry, business, market, and other data from reports, research surveys, studies, and similar data prepared by market research firms and other third parties, industry and general publications, government data, and similar sources. While Codere Online has compiled, extracted, and reproduced industry data from these sources, Codere Online has not independently verified the data. Forecasts and other forward-looking information with respect to industry, business, market, and other data are subject to the same qualifications and additional uncertainties regarding the other forward-looking statements in this proxy statement/prospectus. See “Cautionary Note Regarding Forward-Looking Statements.”

Frequently Used Terms

In this document, unless the context otherwise requires:

“1915 Law” means the Luxembourg Law of August 10, 1915 on commercial companies, as amended from time to time (loi du 10 août 1915 sur les sociétés commerciales, telle que modifiée).

“Adjournment Proposal” means a proposal to authorize the adjournment of the special meeting of stockholders to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting of stockholders, there are not sufficient votes to approve one or more proposals presented to stockholders for vote or Public Stockholders have elected to redeem an amount of Public Shares such that the minimum available cash condition to the obligation to closing of the Business Combination would not be satisfied.

“AenP Agreement” means the Contrato de Asociación en Participación, dated June 21, 2021, by and between SEJO and Libros Foráneos, S.A. de C.V., which will become effective on the Merger Effective Time. See “Certain Codere Online Relationships and Related Person Transactions — Material Agreements — AenP Agreement.”

“ALTA” means Alta Cordillera, S.A.

“ALTA License” means the standalone online gaming license granted to ALTA in Panama, under which ALTA will be authorized to conduct online gaming operations in Panama for a twenty (20) year term starting on December 1, 2021, subject to compliance with certain requirements.

“Ancillary Agreements” means the Contribution and Exchange Agreement, the Registration Rights and Lock-Up Agreement, the Nomination Agreement, the Indemnification Letter, the Warrant Amendment Agreement, and all other agreements, certificates and instruments executed and delivered by DD3, Codere Newco, Holdco, Merger Sub or SEJO in connection with the Transactions and specifically contemplated by the Business Combination Agreement.

“Annual Combined Carve-out Financial Statements” means the audited combined carve-out financial statements of the Codere Online Business as of December 31, 2020 and 2019 and January 1, 2019 and for the years ended December 31, 2020 and 2019, prepared in accordance with IFRS, as adopted by the International Accounting Standards Board, and the accompanying notes.

“Baron” means Baron Global Advantage Fund, Baron Emerging Markets Fund and Destinations International Equity Fund.

“Baron Forward Purchase Agreement” means that certain Forward Purchase Agreement, dated as of November 17, 2020, by and between DD3 and Baron, as amended by the Baron FPA Amendment.

“Baron FPA Amendment” means Amendment No. 1 to the original Baron Forward Purchase Agreement, dated as of June 21, 2021, by and between DD3 and Baron.

“Baron IPO Shares” refers to the 996,069 Public Shares acquired by Baron in the IPO that Baron has agreed not to have redeemed pursuant to the Baron Support Agreement.

“Baron Support Agreement” means the Investor Support Agreement, dated as of June 21, 2021, by and between DD3 and Baron.

“Buenos Aires License” means the permit granted to Iberargen S.A. by LOTBA under code DI-2021-238-GCABA-LOTBA on March 12, 2021 for a period of five (5) years. As of the date of this proxy statement/prospectus, Holdco does not expect that LOTBA will authorize Iberargen, S.A. to operate in the City of Buenos Aires until after there is a minimum of three authorized online gaming operators in the City of Buenos Aires, in order to ensure competitiveness in the market.

“Business Combination” means the transactions contemplated by the Business Combination Agreement, including the Restructuring, the Exchange, the Class B Conversion, the Merger and the Holdco Capital Increase.

“Business Combination Agreement” means the Business Combination Agreement, dated as of June 21, 2021, as may be amended, supplemented, or otherwise modified from time to time, by and among DD3, Codere Newco, SEJO, Holdco and Merger Sub.

“Business Combination Proposal” means the proposal to approve and adopt the Business Combination Agreement and the Business Combination.

“Colombia License” means license C1470, which allows for the operation of online gaming, granted by the Colombian gaming regulator, Coljuegos, to Codere Colombia, S.A. for a term of five (5) years and which expires on November 15, 2022.

“CDON” means Codere Online, S.A.U.

“CDON Licenses” means the following online licenses granted to CDON: (A) three (3) general licenses for a ten (10) year term that will expire on June 1, 2022: (i) Other Games License; (ii) Contests License; and (iii) Betting License, and (B) six (6) singular licenses: (i) slots (granted until July 30, 2025); (ii) roulette (granted until June 22, 2022); (iii) black jack (granted until June 22, 2022); (iv) sports betting (granted until April 28, 2025); (v) horse betting (granted until April 28, 2024); and (vi) other bets (granted until April 28, 2025).

“Certificate of Merger” refers to a certificate of merger to be filed, in accordance with the Business Combination Agreement, with the Delaware Secretary of State immediately following the consummation of the Exchange.

“Class B Conversion” means the automatic conversion and exchange immediately prior to the Merger Effective Time pursuant to the Business Combination Agreement of each share of DD3 Class B Common Stock for one validly issued, fully paid and nonassessable share of DD3 Class A Common Stock.

“Closing” means the consummation of the Business Combination.

“Closing Date” means the date upon which the Closing is to occur.

“Code” means the Internal Revenue Code of 1986, as amended.

“Codere Group” means Codere, S.A. and its subsidiaries.

“Codere Newco” means Codere Newco, S.A.U.

“Codere Online,” the “Company,” “we,” “our” and “us” refer to Holdco, including the Codere Online Business to be contributed to Holdco in connection with the consummation of the Business Combination, unless the context otherwise requires.

“Codere Online Argentina” means Codere Online Argentina, S.A., the subsidiary of Codere Online Business in Argentina, which is in the process of being incorporated and whose definitive name and legal form may change.

“Codere Online Business” means the integrated online gambling operators in Spain, Mexico, Colombia, Panama, Italy, Gibraltar, Israel and Malta focused on online gambling and other online services of Codere, S.A. See Note 1 to the Annual Combined Carve-out Financial Statements for information on the entities and/or businesses that form the Codere Online Business. According to the Business Combination Agreement, Codere Newco will transfer to Holdco the entities and/or businesses of the Codere Group that form the Codere Online Business.

“Codere Online Colombia” means Codere Online Colombia, S.A.S., the subsidiary of Codere Online Business in Colombia, which is in the process of being incorporated and whose definitive name and legal form may change.

“Codere Online Panama” means Codere Online Panama, S.A.

“Codere Redeemable Amount” means (i) if the Gross Proceeds are equal to, or lower than, $125,000,000, $0 (nil), and (ii) if the Gross Proceeds are higher than $125,000,000, the amount by which the Gross Proceeds exceed $125,000,000 subject to a cap of $30,000,000.

“Codere Redeemable Shares” means Holdco Ordinary Shares to be owned by Codere Newco and redeemed by Holdco from Codere Newco, at Codere Newco’s sole discretion, at the Codere Redemption Price, payable in

cash up to an amount, as determined by Codere Newco and set forth in the Codere Redemption Agreement, equal to (rounded down to the nearest whole number of Holdco Ordinary Shares) the quotient of (i) the Codere Redeemable Amount, divided by (ii) the Codere Redemption Price.

“Codere Redemption Agreement” means the agreement to be entered into, upon Codere Newco’s request, by Codere Newco and Holdco on or about the Exchange Effective Time in connection with the redemption by Holdco of the Codere Redeemable Shares and the terms thereof, and substantially in the form attached as Exhibit G to the Business Combination Agreement.

“Codere Redemption Price” means $10.00 per Holdco Ordinary Share.

“Combined Company” means Holdco and its consolidated subsidiaries after giving effect to the Business Combination.

“Continental” means Continental Stock Transfer & Trust Company, DD3’s transfer agent and warrant agent.

“Contribution and Exchange Agreement” means that certain Contribution and Exchange Agreement, dated as of June 21, 2021, by and between Holdco, SEJO and Codere Newco.

“Current Subscribers” means the Subscribers that, as of the date of this proxy statement/prospectus, have entered into Subscription Agreements.

“DD3” means DD3 Acquisition Corp. II, a Delaware corporation.

“DD3 Capital” means DD3 Capital Partners S.A. de C.V.

“DD3 Capital Subscription Agreement” means the Subscription Agreement, dated as of June 21, 2021, by and among DD3, DD3 Capital and Holdco, pursuant to which, among other things, DD3 Capital has agreed to subscribe for, and DD3 has agreed to sell, upon the terms and subject to the conditions of the DD3 Capital Subscription Agreement, 500,000 shares of DD3 Class A Common Stock for an aggregate purchase price of $5,000,000, at a price of $10.00 per each share of DD3 Class A Common Stock, immediately prior to the Closing Date.

“DD3 Certificate of Incorporation” means the Amended and Restated Certificate of Incorporation of DD3 filed with the Delaware Secretary of State on December 7, 2020, as may be amended, modified or supplemented from time to time.

“DD3 Class A Common Stock” means DD3’s Class A common stock, par value $0.0001 per share.

“DD3 Class B Common Stock” means DD3’s Class B common stock, par value $0.0001 per share.

“DD3 Common Stock” means the DD3 Class A Common Stock and the DD3 Class B Common Stock, collectively.

“DD3 Contribution Supporting Documents” means, in relation to the Holdco Capital Increase, all supporting documents from DD3, its stockholders and the Exchange Agent, as may be required by a Luxembourg notary chosen by SEJO and DD3 and who has experience in transactions similar to the Transactions, to proceed with and implement the Holdco Capital Increase and the related Holdco Ordinary Shares Merger Issuance upon contribution of the DD3 Class A Common Stock to Holdco at the Merger Effective Time, including but not limited, to the extent required by such Luxembourg notary from DD3, (i) any “know your customer” and “anti-money laundering” documentation, and (ii) documents supporting the power of the Exchange Agent to contribute, on behalf of all holders of DD3 Class A Common Stock outstanding immediately prior to the Merger Effective Time, to the share capital of Holdco, all such shares of DD3 Class A Common Stock, including but not limited, to the extent required by such Luxembourg notary, a legal opinion issued by a reputable U.S. law firm confirming that the Exchange Agent has such power immediately prior to the Merger Effective Time.

“DD3 Organizational Documents” means the DD3 Certificate of Incorporation, DD3’s bylaws and the Trust Agreement (as defined in the Business Combination Agreement), in each case as amended, modified or supplemented from time to time.

“DD3 Units” means the Public Units and the Private Placement Units, collectively.

“DD3 Warrants” means the Public Warrants and the Private Warrants, collectively.

“DGCL” means the General Corporation Law of the State of Delaware.

“Exchange” means the contribution and exchange, effective on the Exchange Effective Time, by Codere Newco of its SEJO Ordinary Shares to Holdco in exchange for additional Holdco Ordinary Shares to be subscribed for by Codere Newco, as contemplated by and pursuant to the Contribution and Exchange Agreement.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Agent” has the meaning ascribed to it in the Business Combination Agreement.

“Exchange Consideration” means, as of the Exchange Effective Time, $300,000,000, on a cash-free and debt-free basis, and subject to a normalized level of working capital of Holdco, SEJO and its subsidiaries.

“Exchange Effective Time” means 10:00 a.m. New York time on the Business Day (as defined in the Business Combination Agreement) prior to the Closing Date.

“Exchange Issuance” has the meaning ascribed to it in the Business Combination Agreement.

“Existing Warrant Agreement” means the warrant agreement, dated as of December 7, 2020, by and between DD3 and Continental, as warrant agent, governing the outstanding DD3 Warrants.

“Expenses Reimbursement Letter” means that certain letter agreement to be entered into immediately prior to the Closing by and among the Sponsor, DD3, Codere Newco and Holdco, substantially in the form attached as Exhibit H to the Business Combination Agreement.

“First Holdco Auditor Report” means a report to be prepared in accordance with the Exchange Agreement and articles 420-10 and 420-23 of the 1915 Law and to be issued by a Luxembourg independent auditor (réviseur d’entreprises) of Holdco at or before the Exchange Effective Time on the contributions in kind relating to the Exchange Issuance.

“Forward Purchase Agreements” means, collectively, (i) the Baron Forward Purchase Agreement and (ii) the MG Forward Purchase Agreement, in each case as may be amended from time to time.

“Forward Purchase Amendments” means, collectively, (i) the Baron FPA Amendment and (ii) the MG FPA Amendment.

“Forward Purchasers” means Baron and MG, collectively.

“Forward Purchase Shares” means an aggregate of 5,000,000 shares of DD3 Class A Common Stock to be issued to the Forward Purchasers in a private placement immediately prior to the Closing pursuant to the Forward Purchase Agreements, which shares will be converted into Holdco Ordinary Shares upon consummation of the Business Combination.

“Gross Proceeds” means the sum of (i) the cash held by DD3 outside of the Trust Account, including the aggregate amount of proceeds from the Investment (as defined in the Business Combination Agreement) pursuant to the Forward Purchase Agreements and Subscription Agreements consummated prior to, or as of, the Closing, and (ii) the cash held in the Trust Account (including the amount of proceeds held in the Trust Account as a result of Baron not exercising any of its Redemption Rights pursuant to the Baron Support Agreement), after deducting all payments made or required to be made pursuant to exercises of Redemption Rights.

“HIPA” means Hípica de Panamá, S.A.

“HIPA License” means Resolution No. 921 of September 21, 2017 which authorizes to operate online sports betting by virtue of Contract No. 1 of April 16, 2018 (under which HIPA was awarded 5 licenses for a five (5) year term, renewable for another five (5) years) and Contract No. 193 of 4 October 4, 2005 (under which HIPA was awarded 51 licenses for a twenty (20) year term).

“Holdco” means Codere Online Luxembourg, S.A., a limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg having its registered office at 7 rue Robert Stümper, L-2557 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) under number B255798.

“Holdco Board” means the board of directors of Holdco.

“Holdco Board Approval” means the Holdco Board resolutions with respect to the approval of the Transactions and the Transaction Documents.

“Holdco Capital Increase” means the share capital increase of Holdco by way of the Holdco Ordinary Shares Merger Issuance.

“Holdco Ordinary Shares” means the ordinary shares of Holdco, with a nominal value of €1.00 per share.

“Holdco Ordinary Shares Merger Issuance” means the issuance of one Holdco Ordinary Share in consideration of each share of DD3 Class A Common Stock issued and outstanding immediately prior to the Merger Effective Time (which for the avoidance of doubt shall not include any share of DD3 Class A Common Stock as to which Redemption Rights have been exercised).

“Holdco Requisite Approvals” means the Holdco Board Approval and the Holdco Shareholder Approvals, as applicable.

“Holdco Shareholder Approval 1” means the approval of Codere Newco, as the sole shareholder of Holdco, at an extraordinary general meeting of the sole shareholder of Holdco, to be held in front of a Luxembourg notary on or about the date of the Exchange to implement the Exchange and the Exchange Issuance.

“Holdco Shareholder Approval 2” means the approval of Codere Newco, as the sole shareholder of Holdco, by means of written resolutions taken under private seal, on or about the date of the Merger to implement as promptly as practicable after the Closing the redemption of Holdco Ordinary Shares contemplated under the Codere Redemption Agreement.

“Holdco Shareholder Approval 3” means the approval of Codere Newco, as the sole shareholder of Holdco, at an extraordinary general meeting of the sole shareholder of Holdco, to be held in front of a Luxembourg notary on the Closing Date after the Merger Effective Time to implement the Merger (i.e., contribution in kind of the DD3 Class A Common Stock outstanding immediately prior to the Merger and the Holdco Capital Increase and related Holdco Ordinary Shares Merger Issuance).

“Holdco Shareholder Approvals” means the Holdco Shareholder Approval 1, the Holdco Shareholder Approval 2 and the Holdco Shareholder Approval 3.

“Holdco Shareholders” means holders of Holdco Ordinary Shares. Prior to the Merger, Codere Newco will be the sole shareholder of Holdco.

“Holdco Warrants” means the warrants to be issued by Holdco, in connection with the Merger, in exchange for the DD3 Warrants, on substantially the same terms as were in effect immediately prior to the Merger Effective Time under the terms of the Existing Warrant Agreement.

“IFRS” means the International Financial Reporting Standards, as issued by the IFRS Foundation and the International Accounting Standards Board, as in effect from time to time.

“Indemnification Letter” means the indemnification agreement to be entered into by Codere Newco, Holdco and SEJO, at or prior to Closing, substantially in the form attached as Exhibit C to the Business Combination Agreement.

“Interim Combined Carve-out Financial Information” means the unaudited combined carve-out financial information of the Codere Online Business as of March 31, 2021 and for the three months ended March 31, 2021 and 2020, prepared in accordance with IFRS, as adopted by the International Accounting Standards Board.

“Investors” means Baron, MG, DD3 Capital, Larrain and any other person that has entered or will enter into any Subscription Agreement.

“IPO” means DD3’s initial public offering of Public Units, consummated on December 10, 2020.

“Italy License” means Remote Gaming License no. 15411 granted to Codere Scommesse S.r.l. on October 7, 2019, which expires on December 31, 2022.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“Larrain” means Larrain Investment Inc.

“Larrain Subscription Agreement” means the Subscription Agreement, dated as of June 21, 2021, by and among DD3, Larrain and Holdco, pursuant to which, among other things, Larrain has agreed to subscribe for, and DD3 has agreed to sell, upon the terms and subject to the conditions of the Larrain Subscription Agreement, 1,224,000 shares of DD3 Class A Common Stock for an aggregate purchase price of $12,240,000, at a price of $10.00 per each share of DD3 Class A Common Stock, immediately prior to the Closing Date.

“LIFO” means Libros Foráneos, S.A. de C.V.

“LIFO License” means license 2768 granted to LIFO in May 1990, which was renewed for a period of 12 years under Official Letter DGJS/1018/2015, expiring on May 10, 2027, which allows for the operation of 18 retail locations in Mexico and online gaming. By virtue of Official Letter No. DGJS/234/2019, dated March 14, 2019 the Ministry of Interior authorizes Codere Online to operate online gaming through the website: www.codere.mx.

“Merger” means the merger of Merger Sub with and into DD3, with DD3 surviving the Merger as a wholly-owned subsidiary of Holdco. In connection therewith, DD3’s corporate name will change to “Codere Online U.S. Corp.”

“Merger Consideration” has the meaning ascribed to it in the Business Combination Agreement.

“Merger Effective Time” means 12:01 a.m. New York time on the business day immediately following the day of the filing of the Certificate of Merger.

“Merger Sub” means Codere Online U.S. Corp., a Delaware corporation.

“MG” means MG Partners Multi-Strategy Fund LP, an Ontario limited partnership.

“MG Forward Purchase Agreement” means that certain Forward Purchase Agreement, dated as of November 19, 2020, by and between DD3 and MG, as amended by the MG FPA Amendment.

“MG FPA Amendment” means Amendment No. 1 to the original MG Forward Purchase Agreement, dated as of June 21, 2021, by and between DD3 and MG.

“Nasdaq” means The Nasdaq Stock Market LLC.

“Nasdaq Proposal” means the proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(a), the issuance of more than 20% of the current total issued and outstanding shares of DD3 Common Stock to the Forward Purchasers and the Subscribers.

“net gaming revenue” means all gross amounts wagered of Codere Online less: (i) player wins, (ii) player bonuses and (iii) promotional bets.

“Nomination Agreement” means that certain nomination agreement to be entered into by Codere Newco, Holdco and the Sponsor, at or prior to Closing, substantially in the form attached as Exhibit B to the Business Combination Agreement.

“ONOL” means Codere Online Operator Limited.

“OMSE” means Codere Online Management Services LTD.

“Panama Restructuring Agreement” refers to the Restructuring Agreement to be entered into among Codere Online Panama and HIPA. See “Certain Codere Online Relationships and Related Person Transactions — Material Agreements — Panama Restructuring Agreement.”

“PCAOB” means the Public Company Accounting Oversight Board.

“PIPE” means the private placement pursuant to which the Subscribers will purchase the PIPE Shares, which will occur immediately prior to the Closing.

“PIPE Shares” means the shares of DD3 Class A Common Stock to be issued to the Subscribers in the PIPE, which shares will be converted into Holdco Ordinary Shares upon consummation of the Business Combination. An aggregate of 1,724,000 shares of DD3 Class A Common Stock will be issued to the Current Subscribers in the PIPE.

“Platform and Technology Services Agreement” means the Platform and Technology Services Agreement, effective January 1, 2021, by and among Codere Newco, OMSE and Codere Apuestas España, S.L.U., for the provision of platform and technology services by Codere Newco and Codere Apuestas España, S.L.U. to OMSE’s online casino and sports betting business. See “Certain Codere Online Relationships and Related Person Transactions — Material Agreements — Platform and Technology Services Agreement.”

“Private Placement Units” means the aggregate 370,000 units purchased by the Sponsor and the Forward Purchasers in a private placement in connection with the IPO, each of which consisted of one Private Share and one-half of one Private Warrant.

“Private Shares” means the shares of DD3 Class A Common Stock issued as part of the Private Placement Units.

“Private Warrants” means the warrants included in the Private Placement Units, each of which is exercisable for one share of DD3 Class A Common Stock, in accordance with its terms.

“Public Shares” means the shares of DD3 Class A Common Stock issued as part of the Public Units.

“Public Stockholders” means the holders of Public Shares.

“Public Units” means the 12,500,000 units issued in the IPO, each of which consisted of one Public Share and one-half of one Public Warrant.

“Public Warrants” means the warrants included in the Public Units, each of which is exercisable for one share of DD3 Class A Common Stock, in accordance with its terms.

“Redemption Rights” means the redemption rights provided for in Article IX of the DD3 Certificate of Incorporation.

“Related-Party Agreements” means, collectively, (i) the Sponsorship and Services Agreement, (ii) the Relationship and License Agreement, (iii) the AenP Agreement, and (iv) the Platform and Technology Services Agreement.

“Relationship and License Agreement” means the Relationship and License Agreement, dated June 21, 2021, by and between Codere Newco and SEJO, which will become effective as of the Merger Effective Time. See “Certain Codere Online Relationships and Related Person Transactions — Material Agreements — Relationship and License Agreement.”

“Registration Rights and Lock-Up Agreement” means that certain registration rights and lock-up agreement to be entered into by DD3, Codere Newco, Holdco, the Sponsor and the other parties thereto, at or prior to Closing, substantially in the form attached as Exhibit A to the Business Combination Agreement.

“Restructuring” means the corporate restructuring pursuant to which all of the Codere Group’s online gaming, gambling, casino, slots, poker, bingo, sports betting, betting exchanges, lottery operations, racing, and pari-mutuel activities will be operated or owned, as applicable, by SEJO and its subsidiaries by holding or receiving assets, rights and/or entities from the Codere Group, as set forth in the Business Combination Agreement; except that, if such corporate restructuring cannot be consummated by October 1, 2021 substantially in accordance with the step plan agreed with DD3 in Colombia, Panama or the City of Buenos Aires (Argentina), as applicable, as a result of the failure to obtain any permit, consent, approval, authorization, qualification or order of any governmental authority or any other third party or any change in any law which would prevent such consummation or would otherwise render the consummation of a particular step of the restructuring economically unviable, in lieu of causing the consummation of such step of the restructuring in such jurisdiction, Codere Newco and SEJO shall enter into a written agreement with the relevant subsidiary in the affected jurisdiction (or any other subsidiary in form and

substance reasonably satisfactory to DD3) (each, a “Restructuring Agreement”) and take such other actions prior to the Closing to provide to SEJO and its subsidiaries in such jurisdiction substantially the same economic effect and benefits to SEJO and its subsidiaries as if each such permit, consent, approval, authorization, qualification and order had been obtained, such law had not changed, and each transaction contemplated in the step plan agreed with DD3 had been consummated as originally contemplated to the greatest extent possible.

“Restructuring Agreement” has the meaning set forth in the definition of “Restructuring.”

“RM Sponsorship Agreement” means the sponsorship agreement (“Contrato de Patrocinio”), dated October 11, 2016, between Codere Newco and Real Madrid Club de Fútbol, as amended on April 10, 2019 and November 24, 2020 and as further amended from time to time, pursuant to which, Codere Online is, and is expected to continue to be, the licensee of certain rights, marks, names, images, designations, anthems, photographs and brands set forth under the RM Sponsorship Agreement.

“SEC” means the U.S. Securities and Exchange Commission.

“Second Holdco Auditor Report” means a report to be prepared in accordance with articles 420-10 and 420-23 of the 1915 Law and to be issued by a Luxembourg independent auditor (réviseur d’entreprises) of Holdco at or before the Merger Effective Time on the contributions in kind relating to the Holdco Ordinary Shares Merger Issuance.

“Securities Act” means the Securities Act of 1933, as amended.

“SEJO” means Servicios de Juego Online S.A.U.

“SEJO Ordinary Shares” means the ordinary shares of SEJO, all with a nominal value of €1.00 per share.

“Spanish Gaming Law” means Spanish Law 13/2011, of May 27, on gaming regulation.

“special meeting of stockholders” means the special meeting of the stockholders of DD3, to be held on
, 2021, at 11:00 a.m., Eastern time, at the offices of Greenberg Traurig, LLP, located at the MetLife Building, 200 Park Avenue, New York, NY 10166, or such other date, time and place to which such meeting may be adjourned or postponed, for the purpose of considering and voting upon the proposals set forth in this proxy statement/prospectus.

“Sponsor” means DD3 Sponsor Group, LLC, a Delaware limited liability company.

“Sponsorship and Services Agreement” means the Sponsorship and Services Agreement, dated June 21, 2021, by and between Codere Newco and SEJO, which will become effective as of the Merger Effective Time. See “Certain Codere Online Relationships and Related Person Transactions — Material Agreements — Sponsorship and Services Agreement.”

“Subscribers” means the Investors that have entered or will enter into Subscription Agreements.

“Subscription Agreements” means (i) the DD3 Capital Subscription Agreement, (ii) the Larrain Subscription Agreement, and (iii) any PIPE Subscription Agreement (as defined in the Business Combination Agreement) entered into after June 21, 2021 by and among DD3, Holdco and an Investor in connection with any PIPE transactions on or prior to the Closing Date.

“Supporting Entities” means OMSE, Codere Israel Marketing Support Services LTD and Codere (Gibraltar) Marketing Services LTD.

“Surviving Corporation” means DD3 as surviving corporation of the Merger. Upon the Merger, DD3 will be a wholly-owned subsidiary of Holdco and its corporate name will change to “Codere Online U.S. Corp.”

“Surviving Corporation Exchange” means the exchange in which each share of Merger Sub will be converted into one share of the Surviving Corporation.

“TAM” means total addressable market.

“Transaction Documents” means the Business Combination Agreement, including all schedules and exhibits thereto and related disclosure schedules, the Ancillary Agreements and all other agreements, certificates and instruments executed and delivered by DD3, Codere Newco, Holdco, Merger Sub or SEJO in connection with the Transactions and specifically contemplated by the Business Combination Agreement.

“Transactions” means the transactions contemplated by the Transaction Documents, including the Restructuring, the Exchange and the Merger.

“Trust Account” means the trust account that holds a portion of the proceeds of the IPO and the concurrent sale of the Private Placement Units.

“U.S. GAAP” means generally accepted accounting principles as in effect in the United States from time to time.

“Warrant Amendment Agreement” means that certain agreement to amend the Existing Warrant Agreement to be entered into by DD3, Holdco and Continental, as warrant agent, at or prior to Closing, substantially in the form attached as Exhibit F to the Business Combination Agreement.

Questions and Answers About the Proposals

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the special meeting of stockholders, including with respect to the proposed Business Combination. The following questions and answers may not include all the information that is important to DD3’s stockholders. Stockholders are urged to read carefully this entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein.

Q. Why am I receiving this proxy statement/prospectus?

A. DD3 has entered into the Business Combination Agreement with Codere Newco, SEJO, Holdco and Merger Sub, which provides for the Business Combination in which, among other transactions, SEJO and DD3 will each become a direct wholly-owned subsidiary of Holdco. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

As a result of the Business Combination: (i) the holders of all shares of DD3 Class A Common Stock issued and outstanding immediately prior to the Merger Effective Time will receive one validly issued and fully paid Holdco Ordinary Share in exchange for each share of DD3 Class A Common Stock held by them; and (ii) Codere Newco will receive an aggregate of 29,970,000 Holdco Ordinary Shares which, together with Holdco Ordinary Shares previously held by Codere Newco, will result in Codere Newco holding an aggregate of 30,000,000 Holdco Ordinary Shares, assuming no redemption by Holdco of any Codere Redeemable Shares owned by Codere Newco pursuant to the Codere Redemption Agreement. See “The Business Combination Agreement — Ownership of the Combined Company Upon Completion of the Business Combination,” “Security Ownership of Certain Beneficial Owners and Management,” “Certain Agreements Related to the Business Combination — Codere Redemption Agreement,” and “Unaudited Pro Forma Combined Financial Information” for further information.

DD3 stockholders are being asked to consider and vote upon the Business Combination Proposal to approve and adopt the Business Combination Agreement and the Business Combination, among other proposals, at the special meeting of stockholders. You are receiving this proxy statement/prospectus because you hold DD3 Common Stock as of the record date for the special meeting of stockholders.

The publicly-traded DD3 Units, shares of DD3 Class A Common Stock and DD3 Warrants are currently listed on Nasdaq under the symbols “DDMXU,” “DDMX” and “DDMXW,” respectively. Holdco intends to apply to list the Holdco Ordinary Shares and Holdco Warrants on Nasdaq in connection with the Closing. All outstanding DD3 Units will be separated into their underlying securities immediately prior to the Closing. Accordingly, Holdco will not have units outstanding following consummation of the Business Combination.

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the proposals to be acted upon at the special meeting of stockholders. You should read this proxy statement/prospectus and its annexes carefully and in their entirety. This document also constitutes a prospectus of Holdco with respect to the Holdco Ordinary Shares and the Holdco Warrants (including the Holdco Ordinary Shares underlying such warrants) issuable in connection with the Business Combination.

Q. When and where is the special meeting?

A. The special meeting of stockholders will be held on , 2021, at 11:00 a.m., Eastern time, at the offices of Greenberg Traurig, LLP, located at the MetLife Building, 200 Park Avenue, New York, NY 10166, or such other date, time and place to which such meeting may be adjourned or postponed, for the purpose of considering and voting upon the proposals set forth in this proxy statement/prospectus.

Q. What matters will stockholders consider at the special meeting of stockholders?

A. At the special meeting of stockholders, DD3 will ask its stockholders to vote in favor of the following proposals:

• The Business Combination Proposal — a proposal to approve and adopt the Business Combination Agreement and the Business Combination.

• The Nasdaq Proposal — a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(a), the issuance of more than 20% of the current total issued and outstanding shares of DD3 Common Stock to the Forward Purchasers and the Subscribers.

• The Adjournment Proposal — a proposal to authorize the adjournment of the special meeting of stockholders to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting of stockholders, there are not sufficient votes to approve one or more proposals presented to stockholders for vote or Public Stockholders have elected to redeem an amount of Public Shares such that the minimum available cash condition to the obligation to closing of the Business Combination would not be satisfied.

Q. Are any of the proposals conditioned on one another?

A. The Closing is conditioned on the adoption of the Business Combination Proposal. The Nasdaq Proposal is also conditioned on the adoption of the Business Combination Proposal. Neither the Business Combination Proposal nor the Adjournment Proposal is conditioned on the adoption of any other proposal set forth in this proxy statement/prospectus. It is important to note that in the event that the Business Combination Proposal is not approved, then DD3 will not consummate the Business Combination. If DD3 does not consummate the Business Combination and fails to complete an initial business combination by December 10, 2022, or such later date as may be approved by DD3’s stockholders, DD3 will be required to dissolve and liquidate.

Q. What will happen in the Business Combination?

A. Pursuant to the Business Combination Agreement, each of the following transactions will occur, in the following order: (i) pursuant to the Contribution and Exchange Agreement, Codere Newco, effective on the Exchange Effective Time, will contribute its SEJO Ordinary Shares, constituting all the issued and outstanding share capital of SEJO, to Holdco in exchange for additional Holdco Ordinary Shares, to be subscribed for by Codere Newco; as a result of the Exchange, SEJO will become a wholly-owned subsidiary of Holdco and Holdco will continue to be a wholly-owned subsidiary of Codere Newco at the Exchange Effective Time; (ii) after the Exchange and immediately prior to the Merger Effective Time, each share of DD3 Class B Common Stock will automatically be converted into and exchanged for one share of DD3 Class A Common Stock pursuant to the Class B Conversion; (iii) not earlier than one Business Day (as defined in the Business Combination Agreement) following the consummation of the Exchange, pursuant to the Merger, Merger Sub will merge with and into DD3, with DD3 surviving such merger and becoming a direct wholly-owned subsidiary of Holdco and, in connection therewith, DD3’s corporate name will change to “Codere Online U.S. Corp.”; (iv) in connection with the Merger, all shares of DD3 Class A Common Stock issued and outstanding immediately prior to the Merger Effective Time, but after the Class B Conversion, will be contributed to Holdco in exchange for the Merger Consideration in the form of one Holdco Ordinary Share for each share of DD3 Class A Common Stock pursuant to the Holdco Capital Increase, as set forth in the Business Combination Agreement; and (v) as of the Merger Effective Time, each DD3 Warrant that is outstanding immediately prior to the Merger Effective Time will no longer represent a right to acquire one share of DD3 Class A Common Stock and will instead represent the right to acquire one Holdco Ordinary Share on substantially the same terms.

In connection with the Business Combination:

• Codere Newco will receive an aggregate of 29,970,000 Holdco Ordinary Shares pursuant to the Exchange which, together with Holdco Ordinary Shares previously held by Codere Newco, will result in Codere Newco holding an aggregate of 30,000,000 Holdco Ordinary Shares, assuming no redemption by Holdco of any Codere Redeemable Shares owned by Codere Newco pursuant to the Codere Redemption Agreement;

• each outstanding share of DD3 Common Stock will be exchanged for one Holdco Ordinary Share;

• each issued and outstanding DD3 Warrant will cease to represent a right to acquire one share of DD3 Class A Common Stock and will instead represent the right to acquire one Holdco Ordinary Share, at the same exercise price and on substantially the same terms as in effect immediately prior to the Merger Effective Time; and

• each share of Merger Sub will be converted into one share of the Surviving Corporation pursuant to the Surviving Corporation Exchange, such that, following the Surviving Corporation Exchange, each of the Surviving Corporation and SEJO will be direct wholly-owned subsidiaries of Holdco.

Q. Why is DD3 proposing the Business Combination Proposal?

A. DD3 is a blank check company formed under the laws of the State of Delaware on September 30, 2020, for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. DD3 may consummate a business combination with a target business in any geographic location or industry.

DD3 received net proceeds of $125,000,000 from the IPO and sale of the Private Placement Units, which was placed into the Trust Account immediately following the IPO. In accordance with the DD3 Certificate of Incorporation, the funds held in the Trust Account will be released upon the consummation of the Business Combination. See the question entitled “What happens to the funds held in the Trust Account upon consummation of the Business Combination?”

There currently are 15,995,000 shares of DD3 Common Stock issued and outstanding, consisting of (i) 12,870,000 shares of DD3 Class A Common Stock, including 12,500,000 Public Shares and 370,000 Private Shares, and (ii) 3,125,000 shares of DD3 Class B Common Stock. In addition, there currently are 6,435,000 DD3 Warrants issued and outstanding, including 6,250,000 Public Warrants and 185,000 Private Warrants. Each whole DD3 Warrant entitles the holder thereof to purchase one share of DD3 Class A Common Stock at a price of $11.50 per share, subject to adjustment. The DD3 Warrants will become exercisable on the later of (i) 30 days after the completion of DD3’s initial business combination or (ii) December 10, 2021, and expire at 5:00 p.m., New York City time, five years after the completion of DD3’s initial business combination or earlier upon redemption or liquidation. The Private Warrants are non-redeemable so long as they are held by their initial purchasers or their permitted transferees. There are no shares of DD3 preferred stock issued and outstanding.

Additionally, DD3 anticipates issuing 6,724,000 shares of DD3 Class A Common Stock pursuant to the Forward Purchase Agreements and the Subscription Agreements with the Current Subscribers upon completion of the Forward Purchase Agreements and the PIPE.

Under the DD3 Certificate of Incorporation, DD3 must provide all holders of Public Shares with the opportunity to have their Public Shares redeemed upon the consummation of DD3’s initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote.

Q. Why is DD3 proposing the Nasdaq Proposal?

A. DD3 is seeking stockholder approval of the Nasdaq Proposal in order to comply with Nasdaq Listing Rule 5635(a). Under Nasdaq Listing Rule 5635(a), stockholder approval is required prior to the issuance of securities in connection with the acquisition of the stock or assets of another company if such securities are not issued in a public offering and (i) have, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of common stock (or securities convertible into or exercisable for common stock); or (i) the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares outstanding before the issuance of the stock or securities. The aggregate 6,724,000 shares of DD3 Class A Common Stock that DD3 anticipates issuing pursuant to the Forward Purchase Agreements and the Subscription Agreements with the Current Subscribers will constitute more than 20% of the then outstanding shares of DD3 Common Stock, and DD3 is therefore required to obtain stockholder approval of such issuances pursuant to Nasdaq Listing Rule 5635(a). For more information, see the section entitled “DD3 Stockholder Proposal No. 2 — The Nasdaq Proposal.” The Nasdaq Proposal is conditioned on the adoption of the Business Combination Proposal.

Q. Who is Codere Online?

A. The renowned gaming operator Codere Group launched its online gaming line of business in 2014. Codere Online offers online casino and sports betting through its state-of-the art websites and mobile applications, which are supported by an established and flexible technology platform. Codere Online currently operates in its core markets of Spain, Italy, Mexico, Colombia and Panama and expects to start operating in the City

of Buenos Aires (Argentina) in late 2021. Codere Online’s online business is complemented by the Codere Group’s physical presence throughout Latin America, forming the foundation of the leading omnichannel gaming and casino operations in the region. The Codere Group is a multinational group devoted to entertainment and leisure. It is a leading player in the private gaming industry, with four decades of experience and with presence in seven countries in Europe (Spain and Italy) and Latin America (Argentina, Colombia, Mexico, Panama, and Uruguay).

Q. What equity stake will current DD3 stockholders and Codere Newco have in Holdco after the Closing?

A. The table below illustrates the ownership levels in Holdco (excluding the impact of the shares underlying the Holdco Warrants) immediately after the Closing based on the following assumptions under two different redemption scenarios: (i) “No Redemptions of Public Shares,” which assumes that none of the Public Stockholders exercise their Redemption Rights, and (ii) “Maximum Redemptions of Public Shares,” which assumes the exercise of Redemption Rights by Public Stockholders in respect of 11,503,931 Public Shares (i.e., the maximum number of Public Shares that may be redeemed by Public Stockholders in order to fulfill the minimum cash condition under the Business Combination Agreement that Gross Proceeds amount to at least $77 million).

In the “No Redemptions of Public Shares” scenario, upon completion of the Business Combination, (i) DD3’s existing stockholders, including the Sponsor but excluding the Forward Purchasers, will own approximately 30.0% of the issued and outstanding Holdco Ordinary Shares, including 3,421,000 shares held by the Sponsor that will be subject to certain lock-up arrangements pursuant to the Registration Rights and Lock-Up Agreement and 11,500,000 Public Shares acquired by the Public Stockholders (excluding Baron) in the IPO, (ii) Codere Newco, currently the sole shareholder of Holdco, will own approximately 54.3% of the issued and outstanding Holdco Ordinary Shares, all of which will be subject to certain lock-up arrangements pursuant to the Registration Rights and Lock-Up Agreement, (iii) the Forward Purchasers will collectively own approximately 12.2% of the issued and outstanding Holdco Ordinary Shares, of which Baron and MG will own approximately 7.1% and 5.1% of the issued and outstanding Holdco Ordinary Shares, respectively, and (iv) the Current Subscribers in the PIPE will own approximately 3.5% of the issued and outstanding Holdco Ordinary Shares. These relative percentages assume that (i) none of the Public Stockholders exercise their Redemption Rights, (ii) all outstanding shares of DD3 Class B Common Stock are exchanged for shares of DD3 Class A Common Stock pursuant to the Class B Conversion, (iii) no additional equity securities of DD3 are issued at or prior to Closing, other than the 1,724,000 PIPE Shares currently subscribed for and to be issued in connection with the PIPE and the 5,000,000 Forward Purchase Shares to be issued in connection with the Forward Purchase Agreements, (iv) the Sponsor does not transfer any shares of DD3 Common Stock prior to the Business Combination or Holdco Ordinary Shares following the consummation of the Business Combination and (v) Holdco redeems the maximum amount of Codere Redeemable Shares owned by Codere Newco pursuant to the Codere Redemption Agreement. In the “Maximum Redemptions of Public Shares” scenario, all of the assumptions outlined in the “No Redemptions of Public Shares” scenario apply, except that it is assumed that, with respect to assumption “(i)”, Public Stockholders exercise their Redemption Rights in respect of 11,503,931 Public Shares and, with respect to assumption “(v)”, Holdco does not redeem any Codere Redeemable Shares owned by Codere Newco pursuant to the Codere Redemption Agreement.

The foregoing does not give effect to Baron’s economic interest in the Sponsor and therefore in certain of the shares of DD3 Class B Common Stock held by the Sponsor, and MG’s right to acquire, at the original purchase price, certain of the shares of DD3 Class B Common Stock held by the Sponsor immediately prior to the Closing Date (see the section of this proxy statement/prospectus entitled “Certain DD3 Relationships and Related Person Transactions”). If the actual facts are different than these assumptions, the percentage ownerships referred to above will be different.

	No Redemptions of Public Shares		Maximum Redemptions of Public Shares
	Number of Holdco Ordinary Shares	Percentage of total number of Holdco Ordinary Shares(1)	Number of Holdco Ordinary Shares	Percentage of total number of Holdco Ordinary Shares(1)
DD3’s existing stockholders(2)	14,921,000	30.0%	3,421,000	8.3%
Forward Purchasers
Baron(3)	3,537,000	7.1%	3,533,069	8.6%
MG(4)	2,537,000	5.1%	2,537,000	6.2%
Current Subscribers	1,724,000	3.5%	1,724,000	4.2%
Codere Newco	27,000,000	54.3%	30,000,000	72.8%
Total	49,719,000		41,215,069

_________

(1) Figures have been rounded for ease of presentation and, as a result, percentages may not sum to 100%.

(2) Includes shares held by Public Stockholders and shares of DD3 Class B Common Stock but excludes shares of DD3 Class A Common Stock held by the Forward Purchasers per footnotes 3 and 4 below.

(3) The “No Redemptions of Public Shares” scenario assumes that Baron holds 2,500,000 Forward Purchase Shares, 37,000 Private Shares, 996,069 Baron IPO Shares and 3,931 additional Public Shares acquired by Baron in the IPO. The “Maximum Redemptions of Public Shares” scenario assumes the redemption of the 3,931 additional Public Shares acquired by Baron in the IPO.

(4) Assumes MG holds 2,500,000 Forward Purchase Shares and 37,000 Private Shares.

Q. Who will be the senior managers and directors of Holdco if the Business Combination is consummated?

A. It is anticipated that, following consummation of the Business Combination during the Sponsor Proposal Period (as defined herein), the Holdco Board will consist of seven (7) directors (i.e., the Codere Newco Directors, the Sponsor Directors and the Industry Expert Independent Director, all as defined herein). The Sponsor Directors identified herein have been nominated for appointment to the Holdco Board upon consummation of the Business Combination. The Codere Newco Directors and the Industry Expert Independent Director to be appointed to the Holdco Board upon consummation of the Business Combination are in the process of being identified. Holdco’s senior management team will primarily be led by the current management of Codere Online Business. See the section entitled “Management of Holdco after the Business Combination” for additional information.

Q. What conditions must be satisfied to complete the Business Combination?

A. There are a number of closing conditions in the Business Combination Agreement, including that DD3’s stockholders have approved and adopted the Business Combination Agreement. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, please see the section entitled “The Business Combination Agreement.”

Q. What happens if I sell my shares of DD3 Common Stock before the special meeting of stockholders?

A. The record date for the special meeting of stockholders will be earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of DD3 Common Stock after the record date, but before the special meeting of stockholders, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting of stockholders. However, you will not be able to seek redemption of your shares of DD3 Common Stock because you will no longer be able to deliver them for cancellation upon the Closing. If you transfer your shares of DD3 Common Stock prior to the record date, you will have no right to vote those shares at the special meeting of stockholders or to have them redeemed for a pro rata portion of the aggregate amount on deposit in the Trust Account. Only DD3’s stockholders on the date of the Closing will be entitled to receive Holdco Ordinary Shares in connection with the Closing.

Q. What vote is required to approve the proposals presented at the special meeting of stockholders?

A. The approval of the Business Combination Proposal requires the affirmative vote of the holders of at least a majority of all then outstanding shares of DD3 Common Stock entitled to vote thereon at the special meeting of stockholders. Accordingly, a DD3 stockholder’s failure to vote in person or by proxy at the special meeting of stockholders, an abstention from voting or a broker non-vote will have the same effect as a vote “AGAINST” the Business Combination Proposal.

The approval of each of the Nasdaq Proposal and, if presented, the Adjournment Proposal requires the affirmative vote of the holders of at least a majority of the shares of DD3 Common Stock entitled to vote thereon and voted (in person or by proxy) at the special meeting of stockholders. Accordingly, if a valid quorum is otherwise established, a DD3 stockholder’s failure to vote in person or by proxy at the special meeting of stockholders, an abstention from voting or a broker non-vote will have no effect on the outcome of any vote on the Nasdaq Proposal or, if presented the Adjournment Proposal.

Q. Does Codere Newco need to approve the Business Combination?

A. It is a condition to Closing that Codere Newco approves the Exchange and related transactions. Codere Newco has approved the Exchange and related transactions in the Contribution and Exchange Agreement, as further described below, and is expected to deliver the Holdco Shareholder Approvals in due course.

Contemporaneously with the execution and delivery of the Business Combination Agreement, Holdco, SEJO and Codere Newco entered into the Contribution and Exchange Agreement, pursuant to which Codere Newco has agreed to implement the Exchange by contributing all of the issued and outstanding SEJO Ordinary Shares in exchange for, pursuant to the terms of the Business Combination Agreement (and reduced by the Holdco Ordinary Shares held by Codere Newco immediately prior to the Exchange), 30,000,000 Holdco Ordinary Shares valued at $300,000,000, on a cash-free and debt-free basis, and subject to a normalized level of working capital of Holdco, SEJO and SEJO’s subsidiaries, which valuation shall be confirmed in a valuation report to be prepared and issued at the Exchange Effective Time by a Luxembourg independent auditor (réviseur d’entreprises), as further described therein.

Q. Is DD3 required to have a minimum amount of cash after redemptions in order to close the Business Combination?

A. Yes. It is a condition to closing under the Business Combination Agreement that Gross Proceeds amount to at least $77 million. If redemptions by Public Stockholders cause DD3 to be unable to meet this closing condition, then SEJO will not be required to consummate the Business Combination, although it may, in its sole discretion, waive this condition.

The Gross Proceeds are expected to fulfill the minimum cash condition, even if all of the Public Shares are redeemed other than the Baron IPO Shares, because DD3 has entered into the Subscription Agreements and the Forward Purchase Agreements to raise an aggregate of over $67 million immediately prior to the Closing, and Baron has agreed not to seek redemption of the Baron IPO Shares pursuant to the Baron Support Agreement (representing a roll-over of approximately $10 million based on funds in the Trust Account of approximately $125.0 million as of March 31, 2021). However, there can be no assurance that the counterparties to the Subscription Agreements, the Forward Purchase Agreements and the Baron Support Agreement will perform their obligations thereunder. See also the questions entitled “May DD3, the Sponsor or DD3’s directors, officers or advisors, or their affiliates, purchase shares in connection with the Business Combination?” and “Will DD3 or Holdco issue additional equity securities in connection with the consummation of the Business Combination?”

Q. May DD3, the Sponsor or DD3’s directors, officers or advisors, or their affiliates, purchase shares in connection with the Business Combination?

A. In connection with the stockholder vote to approve the proposed Business Combination, the Sponsor and DD3’s directors, officers, advisors or their affiliates may privately negotiate transactions to purchase shares of DD3 Class A Common Stock from stockholders who would have otherwise elected to have their shares redeemed in conjunction with the Business Combination for a per-share pro rata portion of the aggregate amount on deposit in the Trust Account. None of the Sponsor or DD3’s directors, officers, advisors or their affiliates will make any such purchases when they are in possession of any material non-public information

not disclosed to the seller. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of the shares of DD3 Class A Common Stock, is no longer the beneficial owner thereof and therefore agrees not to exercise its Redemption Rights. In the event that the Sponsor or DD3’s directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their Redemption Rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per-share pro rata portion of the aggregate amount on deposit in the Trust Account. The purpose of these purchases could be to increase the likelihood of obtaining stockholder approval of the Business Combination or to satisfy the closing condition in the Business Combination Agreement that Gross Proceeds amount to at least $77 million.

Q. Will DD3 or Holdco issue additional equity securities in connection with the consummation of the Business Combination?

A. In connection with the Business Combination, DD3 has obtained commitments from the Current Subscribers to purchase an aggregate of 1,724,000 PIPE Shares, which will be converted into Holdco Ordinary Shares in connection with the Closing, at a price of $10.00 per share, for an aggregate purchase price of $17,240,000.

Pursuant to the Forward Purchase Agreements, the Forward Purchasers have elected to purchase an aggregate of 5,000,000 Forward Purchase Shares, which will be converted into Holdco Ordinary Shares upon consummation of the Business Combination, at a price of $10.00 per share, for an aggregate purchase price of $50,000,000.

DD3, subject to the prior written consent of SEJO, may enter into one or more Subscription Agreements with a financing source or sources relating to a PIPE transaction or transactions, under substantially identical terms to those contained in the DD3 Capital Subscription Agreement, including with respect to price, in an additional amount of investment not to exceed $15,000,000 in the aggregate. The purposes of any such financings may include increasing the likelihood of DD3 meeting the minimum available cash condition to consummation of the Business Combination. Any equity issuances could result in dilution of the relative ownership interest of the non-redeeming Public Stockholders and the other Holdco Shareholders.

Q. How many votes do I have at the special meeting of stockholders?

A. DD3’s stockholders are entitled to one vote at the special meeting of stockholders for each share of DD3 Common Stock held of record as of the record date. As of the close of business on the record date, there were 15,995,000 outstanding shares of DD3 Common Stock.

Q. How will the Sponsor, MG and DD3’s directors and officers vote?

A. In connection with the IPO, DD3 entered into a letter agreement with the Sponsor, MG and DD3’s directors and officers, pursuant to which each agreed to vote all of their shares of DD3 Common Stock in favor of the Business Combination Proposal. As of the record date, such holders beneficially own an aggregate of approximately 21.6% of the issued and outstanding shares of DD3 Common Stock.

Q. What interests do the Sponsor and DD3’s directors and officers have in the Business Combination?

A. When you consider the recommendation of DD3’s board of directors in favor of approval of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus, you should keep in mind that the Sponsor and certain of DD3’s directors and officers have interests in the Business Combination that are different from, in addition to, or in conflict with, your interests as a stockholder. These interests include, among other things:

• the beneficial ownership interests that the Sponsor and certain of DD3’s directors and officers have in the 3,125,000 shares of DD3 Class B Common Stock held by the Sponsor, acquired for an aggregate purchase price of $25,000, which shares would become worthless if DD3 does not complete a business combination within the applicable time period, as the Sponsor has waived any right to redemption with respect to these shares. Such shares have an aggregate market value of approximately $ , based on the closing price of the DD3 Class A Common Stock of $ on Nasdaq on , 2021;

• the beneficial ownership interests that the Sponsor and certain of DD3’s directors and officers have in the 296,000 Private Placement Units, acquired for an aggregate purchase price of $2,960,000, which units, including the component Private Shares and Private Warrants, would become worthless if DD3 does not complete a business combination within the applicable time period, as the holders of the Private Placement Units have waived any right to redemption with respect to the component Private Shares and there will be no distribution from the Trust Account with respect to DD3 Warrants. Such units have an aggregate market value of approximately $ , based on the closing price of the DD3 Units of $ on Nasdaq on , 2021;

• the fact that DD3 Capital, an affiliate of the Sponsor, has committed to purchase an aggregate of 500,000 shares of DD3 Class A Common Stock, which will be converted into Holdco Ordinary Shares upon consummation of the Business Combination, at a price of $10.00 per share, for an aggregate purchase price of $5,000,000;

• if the Trust Account is liquidated in the event that DD3 is unable to complete an initial business combination within the required time period, the Sponsor has agreed that it will be liable to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share by the claims of target businesses or claims of vendors or other entities that are owed money by DD3 for services rendered or contracted for or products sold to DD3, provided that the Sponsor will not be liable as to (i) any claimed amounts owed to a target business or vendor or other entity who has executed an agreement with DD3 waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account, or (ii) any claims for indemnification by the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act;

• to the extent DD3 is unable to complete an initial business combination and its remaining assets outside of the Trust Account are insufficient to pay the costs of liquidation, the Sponsor has agreed to advance DD3 the funds necessary to complete such liquidation and has agreed not to seek repayment of such expenses;

• DD3’s directors and officers will not receive reimbursement for any out-of-pocket expenses incurred by them on DD3’s behalf incident to identifying, investigating and consummating a business combination to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless a business combination is consummated (as of March 31, 2021, no such expenses have been incurred);

• the potential continuation of certain of DD3’s directors as directors of Holdco following the consummation of the Business Combination; and

• the continued indemnification of current directors and officers of DD3 and the continuation of directors’ and officers’ liability insurance after the Business Combination.

These interests may influence DD3’s directors in making their recommendation to vote in favor of the approval of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus. You should also read the section entitled “The Business Combination — DD3’s Board of Directors’ Reasons for the Approval of the Business Combination.”

Q. What interests do the Forward Purchasers have in the Business Combination?

A. Simultaneously with the consummation of the IPO, DD3 consummated the private placement of an aggregate of 370,000 Private Placement Units at a price of $10.00 per Private Placement Unit, of which the Forward Purchasers purchased an aggregate of 74,000 Private Placement Units.

In connection with the proposed Business Combination, (i) Baron has elected to purchase an aggregate of 2,500,000 shares of DD3 Class A Common Stock for an aggregate purchase price of $25,000,000, at a price of $10.00 per each share of DD3 Class A Common Stock, pursuant to the terms of the Baron Forward Purchase Agreement, and (ii) MG has elected to purchase an aggregate of 2,500,000 shares of DD3 Class A Common Stock for an aggregate purchase price of $25,000,000, at a price of $10.00 per each share of DD3 Class A Common Stock, pursuant to the terms of the MG Forward Purchase Agreement, in each case in a private placement to occur immediately prior to the Closing Date. Additionally, Baron has an economic interest in the

Sponsor and therefore in certain of the shares of DD3 Class B Common Stock held by the Sponsor, and MG has the right to acquire, at the original purchase price, certain of the shares of DD3 Class B Common Stock held by the Sponsor immediately prior to the Closing Date.

The Forward Purchase Shares have an aggregate market value of approximately $ based on the closing price of the shares of DD3 Class A Common Stock of $ on Nasdaq on , 2021. The Forward Purchase Shares will not be outstanding on the record date and will not be entitled to vote at the special meeting of stockholders. The issuance of the Forward Purchase Shares pursuant to the Forward Purchase Agreements is contingent upon, among other customary closing conditions, the substantially concurrent consummation of the Business Combination. The Forward Purchase Shares will be converted into Holdco Ordinary Shares upon consummation of the Business Combination.

MG has agreed to vote all of its shares of DD3 Common Stock in favor of the Business Combination Proposal and not to seek redemption with respect to such shares. Baron has agreed not to seek redemption of the Baron IPO Shares and the Private Shares that it holds.

The aggregate 6,724,000 shares of DD3 Class A Common Stock that DD3 anticipates issuing pursuant to the Forward Purchase Agreements and the Subscription Agreements with the Current Subscribers will constitute more than 20% of the then outstanding shares of DD3 Common Stock, and DD3 is therefore required to obtain stockholder approval of such issuances pursuant to Nasdaq Listing Rule 5635(a). For more information, see the section entitled “DD3 Stockholder Proposal No. 2 — The Nasdaq Proposal.”

Q. What interests do the Subscribers have in the Business Combination?

A. In connection with the Business Combination, DD3 entered into separate Subscription Agreements with each Current Subscriber, pursuant to which the Current Subscribers agreed to purchase, and DD3 agreed to sell to the Current Subscribers, an aggregate of 1,724,000 PIPE Shares, at a purchase price of $10.00 per share, for an aggregate purchase price of $17,240,000. One of the Subscribers, DD3 Capital, is an affiliate of the Sponsor.

The PIPE Shares have an aggregate market value of approximately $ based on the closing price of the shares of DD3 Class A Common Stock of $ on Nasdaq on , 2021.

The PIPE Shares will not be outstanding on the record date and will not be entitled to vote at the special meeting of stockholders. The issuance of the PIPE Shares pursuant to the Subscription Agreements is contingent upon, among other customary closing conditions, the substantially concurrent consummation of the Business Combination. The PIPE Shares will be converted into Holdco Ordinary Shares upon consummation of the Business Combination.

The aggregate 6,724,000 shares of DD3 Class A Common Stock that DD3 anticipates issuing pursuant to the Forward Purchase Agreements and the Subscription Agreements with the Current Subscribers will constitute more than 20% of the then outstanding shares of DD3 Common Stock, and DD3 is therefore required to obtain stockholder approval of such issuances pursuant to Nasdaq Listing Rule 5635(a). For more information, see the section entitled “DD3 Stockholder Proposal No. 2 — The Nasdaq Proposal.”

Q. Did DD3’s board of directors obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A. DD3’s board of directors did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. DD3’s board of directors believes that based upon the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its stockholders. DD3’s board of directors also determined, without seeking a valuation from a financial advisor, that Codere Online’s fair market value was at least 80% of DD3’s assets held in the Trust Account (excluding taxes payable on the interest earned on the Trust Account). Accordingly, investors will be relying on the judgment of DD3’s board of directors as described above in valuing Codere Online’s business and assuming the risk that DD3’s board of directors may not have properly valued such business.

Q. What happens if the Business Combination Proposal is not approved?

A. If the Business Combination Proposal is not approved and DD3 does not consummate a business combination by December 10, 2022, or such later date as may be approved by DD3’s stockholders, DD3 will be required to dissolve and liquidate the Trust Account.

Q. Do I have Redemption Rights?

A. If you are a holder of Public Shares, you may redeem your Public Shares for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including any interest not previously released to DD3 but net of taxes payable, upon the consummation of the Business Combination. Holders of the outstanding DD3 Warrants do not have Redemption Rights with respect to such warrants in connection with the Business Combination. The Sponsor, MG and DD3’s officers and directors have agreed to waive their Redemption Rights with respect to all of their shares of DD3 Common Stock. In addition, Baron has agreed not to seek redemption of the Baron IPO Shares and the Private Shares it holds. The DD3 Class B Common Stock and Private Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. For illustrative purposes, based on funds in the trust account of approximately $125.0 million on March 31, 2021, the estimated per share redemption price would have been approximately $10.00. This is approximately equal to the $10.00 IPO price of the Public Units. Additionally, Public Shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise, holders of such shares will only be entitled to a pro rata portion of the aggregate amount on deposit in the Trust Account, including any interest not previously released to DD3 but net of taxes payable, in connection with the liquidation of the Trust Account if DD3 does not complete a business combination within the applicable time period.

Q. Is there a limit on the number of shares I may redeem?

A. A Public Stockholder, together with any of his, her or its affiliates or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act) will be restricted from seeking Redemption Rights with respect to 15% or more of the Public Shares without DD3’s prior consent. Accordingly, all shares in excess of 15% of the Public Shares owned by a holder will not be redeemed. On the other hand, a Public Stockholder who holds less than 15% of the Public Shares may redeem all of the Public Shares held by such stockholder for cash.

Q. Will how I vote affect my ability to exercise Redemption Rights?

A. No. You may exercise your Redemption Rights whether you vote your Public Shares for or against the Business Combination Proposal or any other proposal described in this proxy statement/prospectus, or do not vote your shares. As a result, the Business Combination Proposal and the Nasdaq Proposal can be approved by stockholders who will redeem their Public Shares and no longer remain stockholders, leaving stockholders who choose not to have their Public Shares redeemed holding shares in a company with a less liquid trading market, fewer stockholders, less cash and the potential inability to meet the listing standards of Nasdaq.

It is a condition to closing under the Business Combination Agreement, however, that Gross Proceeds amount to at least $77 million. If redemptions by Public Stockholders cause DD3 to be unable to meet this closing condition, then Codere Online will not be required to consummate the Business Combination, although it may, in its sole discretion, waive this condition.

Q. How do I exercise my Redemption Rights?

A. In order to exercise your Redemption Rights, you must, prior to 4:30 p.m. Eastern time on , 2021 (two business days before the special meeting of stockholders), (i) submit a written request to Continental, DD3’s transfer agent, that DD3 redeem your Public Shares for cash, and (ii) deliver your Public Shares to DD3’s transfer agent physically or electronically through the Depository Trust Company (“DTC”). The address of DD3’s transfer agent is listed under the question “Who can help answer my questions?” below. DD3 requests that any requests for redemption include the identity as to the beneficial owner making such request. Electronic delivery of your Public Shares generally will be faster than delivery of physical stock certificates.

A physical stock certificate will not be needed if your stock is delivered to DD3’s transfer agent electronically. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC and DD3’s transfer agent will need to act to facilitate the request. It is DD3’s understanding that stockholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, because DD3 does not have any control over this process or over the brokers or DTC, it may take significantly longer than one week to obtain a physical stock certificate. If it takes longer than anticipated to obtain a physical certificate, stockholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their Redemption Rights and thus will be unable to redeem their shares.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with DD3’s consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to DD3’s transfer agent and decide within the required timeframe not to exercise your Redemption Rights, you may request that DD3’s transfer agent return the shares (physically or electronically). Such requests may be made by contacting DD3’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?”

Q. What are the U.S. federal income tax consequences of exercising my Redemption Rights?

A. Redemptions will generally be taxable to U.S. DD3 stockholders. See the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders — Redemption of DD3 Common Stock” for further information.

Q. If I hold DD3 Warrants, can I exercise redemption rights with respect to my warrants?

A. No. There are no redemption rights with respect to the DD3 Warrants.

Q. If I hold DD3 Warrants, what are the U.S. federal income tax consequences of my DD3 Warrants converting to Holdco Warrants?

A. In connection with the Business Combination, each issued and outstanding DD3 Warrant will cease to represent a right to acquire shares of DD3 Class A Common Stock and will instead represent the right to acquire the same number of Holdco Ordinary Shares, at the same exercise price and on substantially the same terms as in effect immediately prior to the Merger Effective Time.

If the Merger qualifies as a “reorganization” under Section 368 of the Code, subject to Section 367(a) of the Code, a U.S. holder (as defined in “Material U.S. Federal Income Tax Considerations — U.S. Holders”) of DD3 Warrants generally should not recognize any gain or loss upon the conversion of the DD3 Warrants to Holdco Warrants; the aggregate tax basis of such U.S. holder’s basis in the Holdco Warrants will be the same as the aggregate tax basis of such U.S. holder’s DD3 Warrants immediately before the closing of the Business Combination; and the holding period of such warrants will continue, provided that the DD3 Warrants are held as capital assets on the effective date of the closing of the Business Combination. However, it is unclear whether the requirements of Section 368 of the Code can be satisfied and such qualification is not a condition of the Business Combination.

If the Merger does not qualify as a “reorganization” under Section 368 of the Code, a U.S. holder of DD3 Warrants that exchanges its warrants for Holdco Warrants, but does not also exchange DD3 Common Stock for Holdco Ordinary Shares, will recognize gain or loss on the warrants exchange. The amount of gains or loss will be the difference between the fair market value of the Holdco Warrants received and the U.S. holder’s tax basis in the DD3 Warrants surrendered. However, if the Merger does not qualify as a “reorganization” under Section 368 of the Code but the U.S. holder exchanges both DD3 Warrants and shares of DD3 Common Stock in exchange for Holdco Warrants and Holdco Ordinary Shares, the U.S. Holder could be treated as transferring its DD3 Warrants and shares of DD3 Common Stock in an exchange governed by Section 351 of the Code. If so treated, the U.S. holder should be required to recognize gain (but not loss) in an amount equal to the lesser of (i) the amount of gain realized by such holder (generally, the excess of (x) the sum of the fair market values of the Holdco Warrants and Holdco Ordinary Shares received by such holder over (y) such holder’s aggregate adjusted tax basis in the DD3 Warrants and shares of DD3 Common Stock exchanged therefor) and (ii) the fair market value of the Holdco Warrants received by such holder in such exchange.

Greenberg Traurig, P.A. (“Greenberg Traurig”) is unable to opine with respect to the Merger’s qualification as a reorganization under Section 368 of the Code. For an additional discussion of the U.S. federal income tax treatment of DD3 Warrants in connection with the Business Combination, see the section entitled “Material U.S. Federal Income Tax Consequences — U.S. Holders — The Business Combination.”

Q: Do I have appraisal rights if I object to the proposed Business Combination?

A: No. There are no appraisal rights available to holders of shares of DD3 Common Stock or DD3 Warrants in connection with the Business Combination.

Q: What happens to the funds held in the Trust Account upon consummation of the Business Combination?

A: If the Business Combination is consummated, the funds held in the Trust Account will be released to pay (i) DD3 stockholders who properly exercise their Redemption Rights and (ii) cash consideration pursuant to the Business Combination Agreement, which is expected to be used for general corporate purposes of the Combined Company following the consummation of the Business Combination.

Additionally, if the Gross Proceeds are higher than $125,000,000, Codere Newco will have the right to cause Holdco to redeem the Codere Redeemable Shares at the Codere Redemption Price. If applicable, the redemption by Holdco of the Codere Redeemable Shares shall be consummated immediately after the completion of the Closing.

Q: What happens if the Business Combination is not consummated?

A: There are certain circumstances under which the Business Combination Agreement may be terminated. See the section entitled “The Business Combination Agreement” for information regarding the parties’ specific termination rights.

If, as a result of the termination of the Business Combination Agreement or otherwise, DD3 is unable to complete a business combination by December 10, 2022, or such later date as may be approved by DD3’s stockholders, the DD3 Certificate of Incorporation provides that DD3 will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest not previously released to DD3 but net of taxes payable, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of DD3’s remaining stockholders and board of directors, dissolve and liquidate, subject (in the case of clauses (ii) and (iii) above) to DD3’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. See the sections entitled “Risk Factors — Risks Related to DD3 and the Business Combination — DD3 may not be able to complete its initial business combination prior to December 10, 2022, or such later date as may be approved by DD3’s stockholders, in which case DD3 would cease all operations except for the purpose of winding up and DD3 would redeem the Public Shares and liquidate, in which case the Public Stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and the DD3 Warrants will expire worthless” and “— DD3’s stockholders may be held liable for claims by third parties against DD3 to the extent of distributions received by them upon redemption of their shares.” Holders of DD3 Class B Common Stock and the Private Shares have waived any right to any liquidation distribution with respect to those shares.

In the event of liquidation, there will be no distribution with respect to outstanding DD3 Warrants. Accordingly, the DD3 Warrants will expire worthless.

Q: When is the Business Combination expected to be completed?

A: It is currently anticipated that the Business Combination will be consummated promptly following the special meeting of stockholders, provided that all other conditions to the consummation of the Business Combination have been satisfied or waived.

For a description of the conditions to the completion of the Business Combination, see the section entitled “The Business Combination Agreement.”

Q: What do I need to do now?

A: You are urged to carefully read and consider the information contained in this proxy statement/prospectus, including the financial statements and annexes attached hereto, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q: How do I vote?

A: If you were a holder of record of DD3 Common Stock on , 2021, the record date for the special meeting of stockholders, you may vote with respect to the applicable proposals in person at the special meeting of stockholders or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares. If applicable, simply complete, sign and date your voting instruction card and return it in the postage-paid envelope provided to ensure that your vote is counted. Alternatively, you may vote by telephone or over the internet as instructed by your broker, bank or other nominee. You should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. If you wish to attend the special meeting of stockholders and vote in person, you must obtain a proxy from your broker, bank or nominee. Holders of DD3 Common Stock are encouraged to vote in advance of the special meeting of stockholders.

If you have any questions or need assistance voting your shares, please call DD3’s proxy solicitor:

Morrow Sodali LLC

470 West Avenue

Stamford, CT 06902

Telephone: (800) 662-5200

Banks and brokers: (203) 658-9400

Email: ddmx.info@investor.morrowsodali.com

Q: What will happen if I abstain from voting or fail to vote at the special meeting of stockholders?

A: At the special meeting of stockholders, DD3 will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, an abstention or failure to vote will have the same effect as a vote “AGAINST” the Business Combination Proposal and will have no effect on the Nasdaq Proposal or, if presented, the Adjournment Proposal.

Q: What will happen if I sign and return my proxy card without indicating how I wish to vote?

A: Signed and dated proxies received by DD3 without an indication of how the stockholder intends to vote on a proposal will be voted in favor of each proposal presented at the special meeting of stockholders.

Q. Do I need to attend the special meeting of stockholders to vote my shares?

A. No. You are invited to attend the special meeting of stockholders to vote on the proposals described in this proxy statement/prospectus. However, you do not need to attend the special meeting of stockholders to vote your shares. Instead, you may submit your proxy by signing, dating and returning the enclosed proxy card in the pre-addressed postage-paid envelope. Your vote is important. DD3 encourages you to vote as soon as possible after carefully reading this proxy statement/prospectus.

Q. If I am not going to attend the special meeting of stockholders in person, should I return my proxy card instead?

A. Yes. After carefully reading and considering the information contained in (and incorporated by reference into) this proxy statement/prospectus, please submit your proxy, as applicable, by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q. If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A. No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters, unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. DD3 believes the proposals presented to the stockholders at the special meeting of stockholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction. If you do not provide instructions with your proxy, your bank, broker or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a bank, broker or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will be counted for the purpose of determining the existence of a quorum but will not be counted for purposes of determining the number of votes cast at the special meeting of stockholders and will have the same effect as a vote “AGAINST” the Business Combination Proposal and no effect on each of the Nasdaq Proposal and, if presented, the Adjournment Proposal. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. However, in no event will a broker non-vote that has the effect of voting against the Business Combination Proposal also have the effect of exercising your Redemption Rights for a pro rata portion of the aggregate amount on deposit in the Trust Account, and therefore no shares as to which a broker non-vote occurs will be redeemed in connection with the proposed Business Combination.

Q. May I change my vote after I have mailed my signed proxy card?

A. Yes. If you are a stockholder of record, you may change your vote by sending a later-dated, signed proxy card to Morrow Sodali LLC, at 470 West Avenue, Stamford, CT 06902 prior to the vote at the special meeting of stockholders, or attend the special meeting of stockholders and vote in person. You also may revoke your proxy by sending a notice of revocation to Morrow Sodali LLC, provided such revocation is received prior to the vote at the special meeting of stockholders. If your shares are held in street name by a broker or other nominee, you must contact the broker or nominee to change your vote.

Q. What should I do if I receive more than one set of voting materials?

A. You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q. What is the quorum requirement for the special meeting of stockholders?

A. A quorum of DD3’s stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting of stockholders if a majority of the DD3 Common Stock outstanding and entitled to vote at the meeting is represented in person or by proxy.

Your shares will be counted towards the quorum only if you submit a valid proxy (or your broker, bank or other nominee submits one on your behalf) or if you vote in person at the special meeting of stockholders. Abstentions and broker non-votes will be counted towards the quorum requirement. In the absence of a quorum, the chairman of the special meeting of stockholders will have the power to adjourn such meeting.

Q. What happens to DD3 Warrants I hold if I vote my shares of DD3 Class A Common Stock against approval of the Business Combination Proposal or the Nasdaq Proposal or validly exercise my Redemption Rights?

A. If you vote your shares of DD3 Class A Common Stock against approval of the Business Combination Proposal or any of the other proposals described in this proxy statement/prospectus, it may be more likely that the Business Combination will not be completed. Properly exercising your Redemption Rights as a DD3 stockholder does not result in either a vote “FOR” or “AGAINST” the Business Combination Proposal or any of the other proposals described in this proxy statement/prospectus. If the Business Combination is completed, all of your DD3 Warrants will convert into warrants to purchase Holdco Ordinary Shares as described in this proxy statement/prospectus. If the Business Combination is not completed, you will continue to hold your DD3 Warrants, and if DD3 does not otherwise consummate an initial business combination by December 10, 2022, or such later date as may be approved by DD3’s stockholders, DD3 will be required to dissolve and liquidate, and your DD3 Warrants will expire worthless.

Q. Who will solicit and pay the cost of soliciting proxies?

A. DD3 will pay the cost of soliciting proxies for the special meeting of stockholders. DD3 has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the special meeting of stockholders. DD3 has agreed to pay Morrow Sodali LLC a fee of $22,500. DD3 will reimburse Morrow Sodali LLC for reasonable out-of-pocket expenses and will indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages and expenses. DD3 also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of DD3 Common Stock for their expenses in forwarding soliciting materials to beneficial owners of DD3 Common Stock and in obtaining voting instructions from those owners. DD3’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q. Who can help answer my questions?

A. If you have questions about the proposals, or if you need additional copies of this proxy statement/prospectus, or the enclosed proxy card, you should contact DD3’s proxy solicitor:

Morrow Sodali LLC

470 West Avenue

Stamford, CT 06902

Telephone: (800) 662-5200

Banks and brokers: (203) 658-9400

Email: ddmx.info@investor.morrowsodali.com

You may also contact DD3 at:

DD3 Acquisition Corp. II
Pedregal 24, 3rd Floor, Interior 300
Colonia Molino del Rey, Del. Miguel Hidalgo
11040 Mexico City, Mexico
+52 (55) 8647-0417
Email: contact@dd3.mx

To obtain timely delivery of the documents in advance of the special meeting of stockholders to be held on , 2021, DD3’s stockholders must request the materials no later than , 2021, five business days prior to the special meeting of stockholders.

You may also obtain additional information about DD3 from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

The accompanying proxy statement/prospectus incorporates important business and financial information about DD3 and Codere Online from documents that are not included in or delivered with the accompanying proxy statement/prospectus. This information is available to you without charge upon your request. You can obtain documents incorporated by reference into the accompanying proxy statement/prospectus (other than certain exhibits

or schedules to these documents) by requesting them in writing or by telephone from the appropriate company. Requests made to DD3 should be directed to the addresses and telephone numbers listed above. Requests made to Codere Online should be directed to the address and telephone number noted below:

Codere Online Luxembourg, S.A.
7 rue Robert Stümper
L-2557 Luxembourg
Grand Duchy of Luxembourg
Email: inversor@codere.com
Tel: +34 91354 28 19

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your Public Shares (either physically or electronically) to DD3’s transfer agent prior to 4:30 p.m., New York time, on the second business day prior to the special meeting of stockholders. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, NY 10004
Attention: Mark Zimkind
Email: Mzimkind@continentalstock.com

Summary of the Proxy Statement/Prospectus

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the Business Combination and the proposals to be considered at the special meeting of stockholders, you should read this entire proxy statement/prospectus carefully, including the annexes. See also the section entitled “Where You Can Find More Information.” Certain figures included in this section have been rounded for ease of presentation and, as a result, percentages may not sum to 100%.

Parties to the Business Combination

DD3 Acquisition Corp. II

DD3 is a blank check company formed under the laws of the State of Delaware on September 30, 2020, for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. DD3 may consummate a business combination with a target business in any geographic location or industry.

The publicly-traded DD3 Units, shares of DD3 Class A Common Stock and DD3 Warrants are currently listed on Nasdaq under the symbols “DDMXU,” “DDMX” and “DDMXW,” respectively. At the Closing, the outstanding shares of DD3 Class A Common Stock will be converted into Holdco Ordinary Shares and the outstanding DD3 Warrants will be converted into Holdco Warrants. All outstanding DD3 Units will be separated into their underlying securities immediately prior to the Closing. Accordingly, Holdco will not have units outstanding following consummation of the Business Combination.

The mailing address of DD3’s principal executive office is Pedregal 24, 3rd Floor, Interior 300, Colonia Molino del Rey, Del. Miguel Hidalgo, 11040 Mexico City, Mexico, and its telephone number is +52 (55) 4340-1269.

Codere Newco, S.A.U.

Codere Newco is a limited liability company (sociedad anónima unipersonal) governed by the laws of Spain with its registered office at Avenida de Bruselas 26, 28108, Alcobendas, Madrid, Spain and registered with the Madrid commercial registry (Registro Comercial de Madrid) under number A-87172003.

Codere Newco is currently a wholly-owned subsidiary of Codere, S.A., which is the holding company of the Codere Group. For more information about the Codere Group, see the section entitled “Information About Codere Online.”

The mailing address of Codere Newco’s principal executive office is Avenida de Bruselas 26, 28108, Alcobendas, Madrid, Spain and its telephone number is +34 91 354 2800.

Servicios de Juego Online S.A.U.

SEJO is a limited liability company (sociedad anónima unipersonal) governed by the laws of Spain with its registered office at Avenida de Bruselas 26, 28108, Alcobendas, Madrid, Spain and registered with the Madrid commercial registry (Registro Comercial de Madrid) under number A-88102009.

SEJO was founded with a mission to expand Codere Group’s business into the online gaming industry, including gaming via websites and mobile apps. After obtaining the appropriate licenses, Codere Group launched online gaming operations in Spain, first in Madrid and subsequently after obtaining a national license, nationwide. Since then, SEJO has explored and continues to explore opportunities to expand into online gaming in the rest of the countries in which the Codere Group operates, to the extent permitted or not forbidden by law.

SEJO will become a subsidiary of Holdco upon the consummation of the Business Combination, as part of the Exchange. See “Codere Online Management’s Discussion and Analysis of Financial Condition and Results of Operations — Incorporation of Holdco and Preparation of Interim Combined Carve-out Financial Information and Annual Combined Carve-out Financial Statements.”

The mailing address of SEJO’s principal executive office is Avenida de Bruselas 26, 28108, Alcobendas, Madrid and its telephone number is +34 91 354 2866.

Holdco

Holdco was incorporated under the laws of the Grand Duchy of Luxembourg by Codere Newco on June 4, 2021 as a limited liability company (société anonyme) having its registered office at 7 rue Robert Stümper, L-2557 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) under number B255798. Holdco owns no material assets and does not operate any business. As of the date of this proxy statement/prospectus, the directors of Holdco are Moshe Edree, Oscar Iglesias and Gonzalo de Osma.

Holdco expects to apply to list its Holdco Ordinary Shares and Holdco Warrants on Nasdaq under the symbols “ ” and “ ,” respectively. Holdco intends to explore the possibility after Closing of also applying to list its Holdco Ordinary Shares and Holdco Warrants on a recognized securities exchange in a member state of the European Union, which has not yet been identified.

The address of Holdco’s registered office is 7 rue Robert Stümper, L-2557 Luxembourg, Grand Duchy of Luxembourg and its telephone number is +34 91354 28 19. After the consummation of the Business Combination, its registered office will remain at 7 rue Robert Stümper, L-2557 Luxembourg, Grand Duchy of Luxembourg.

Upon the effectiveness of the registration statement of which this proxy statement/prospectus forms part, Holdco will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Even after Holdco no longer qualifies as an emerging growth company, as long as Holdco continues to qualify as a foreign private issuer under the Exchange Act, Holdco will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

• the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;

• the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and

• the rules under the Exchange Act requiring the filing with the Securities and Exchange Commission, or SEC, of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events.

In addition, Holdco will not be required to file annual reports and financial statements with the SEC as promptly as U.S. domestic companies whose securities are registered under the Exchange Act, and is not required to comply with Regulation FD, which restricts the selective disclosure of material information.

As a foreign private issuer, Holdco will be permitted to follow home country corporate governance practices instead of certain corporate governance practices required by Nasdaq for U.S. domestic issuers. Also, upon completion of the Business Combination, Holdco will be a “controlled company” within the meaning of the Nasdaq corporate governance standards and will be eligible and may in the future decide to take advantage of exemptions from certain Nasdaq corporate governance standards.

Merger Sub

Merger Sub is a Delaware corporation and a direct wholly-owned subsidiary of Holdco. Merger Sub was formed by Codere Newco solely in contemplation of the Business Combination, has not commenced any operations, has only nominal assets and has no liabilities or contingent liabilities, nor any outstanding commitments other than in connection with the Business Combination.

The mailing address of Merger Sub’s principal executive office is Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801, United States.

The Business Combination

The Business Combination Agreement

On June 21, 2021, DD3, Codere Newco, SEJO, Holdco and Merger Sub entered into the Business Combination Agreement, which contains customary representations and warranties, covenants, closing conditions, expenses provisions and other terms relating to the Merger and the other transactions contemplated thereby, as summarized below. Capitalized terms used in this section but not otherwise defined herein have the meanings given to them in the Business Combination Agreement.

Pursuant to the Business Combination Agreement, following the effectiveness of the transactions contemplated by the Exchange and the Merger, the parties will consummate the Business Combination and SEJO and DD3 will become direct wholly-owned subsidiaries of Holdco. Pursuant to the Business Combination Agreement, each of the following transactions will occur in the following order:

• pursuant to the Contribution and Exchange Agreement, Codere Newco, effective on the Exchange Effective Time, will contribute its SEJO Ordinary Shares constituting all the issued and outstanding share capital of SEJO to Holdco in exchange for additional Holdco Ordinary Shares, to be subscribed for by Codere Newco. As a result of the Exchange, SEJO will become a wholly-owned subsidiary of Holdco and Holdco will continue to be a wholly-owned subsidiary of Codere Newco at the Exchange Effective Time;

• after the Exchange and immediately prior to the Merger Effective Time, each share of DD3 Class B Common Stock will automatically be converted into and exchanged for one share of DD3 Class A Common Stock pursuant to the Class B Conversion;

• not earlier than one Business Day (as defined in the Business Combination Agreement) following the consummation of the Exchange, pursuant to the Merger, Merger Sub will merge with and into DD3, with DD3 surviving such merger and becoming a direct wholly-owned subsidiary of Holdco and, in connection therewith, DD3’s corporate name will change to “Codere Online U.S. Corp.”;

• in connection with the Merger, all shares of DD3 Class A Common Stock issued and outstanding immediately prior to the Merger Effective Time, but after the Class B Conversion, will be contributed to Holdco in exchange for the Merger Consideration in the form of one Holdco Ordinary Share for each share of DD3 Class A Common Stock pursuant to the Holdco Capital Increase, as set forth in the Business Combination Agreement; and

• as of the Merger Effective Time, each DD3 Warrant that is outstanding immediately prior to the Merger Effective Time will no longer represent a right to acquire one share of DD3 Class A Common Stock and will instead represent the right to acquire one Holdco Ordinary Share on substantially the same terms.

The Merger is to become effective on the Merger Effective Time by the filing of the Certificate of Merger with the Delaware Secretary of State immediately following the consummation of the Exchange. The Certificate of Merger will specify that the Merger will become effective at the Merger Effective Time, which effectiveness shall not be earlier than one Business Day (as defined in the Business Combination Agreement) following the consummation of the Exchange. The parties will hold the Closing on the date of the Merger Effective Time, following the satisfaction or waiver (to the extent such waiver is permitted by applicable law) of the conditions set forth in the Business Combination Agreement (other than those conditions that by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of those conditions at such time).

At the Merger Effective Time, immediately following the Class B Conversion, by virtue of the Merger, the Holdco Requisite Approvals, the Second Holdco Auditor Report and the DD3 Contribution Supporting Documents, and without any further action on the part of DD3, Merger Sub, Holdco or SEJO or the holders of any of the following securities:

• each share of DD3 Class A Common Stock issued and outstanding immediately prior to the Merger Effective Time (which for the avoidance of doubt shall not include any share of DD3 Class A Common Stock as to which Redemption Rights have been exercised) shall be contributed to Holdco in exchange for one Holdco Ordinary Share, following the Holdco Capital Increase realized by Holdco by virtue of the Merger, to be subscribed by the contributing holders of DD3 Class A Common Stock;

• upon the Holdco Capital Increase and the related Holdco Ordinary Shares Merger Issuance, all shares of DD3 Class A Common Stock (which for the avoidance of doubt shall not include any share of DD3 Class A Common Stock as to which Redemption Rights have been exercised) shall be cancelled and shall cease to exist and to be outstanding and (i) each certificate formerly representing each of the shares of DD3 Class A Common Stock and (ii) each book-entry account formerly representing each of the uncertificated shares of DD3 Class A Common Stock shall thereafter, in case of both (i) and (ii), only represent the Merger Consideration and the right, if any, to receive any distribution or dividend pursuant to the Business Combination Agreement; and

• each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Merger Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable ordinary share, par value $0.01 per share, of the Surviving Corporation and, as a result thereof, all of the shares of common stock of the Surviving Corporation will be owned by Holdco.

For more information, see the section entitled “The Business Combination Agreement — The Structure of the Business Combination.”

Consideration to be Received in the Business Combination

Codere Newco will receive the Exchange Consideration in the form of Holdco Ordinary Shares valued at $10.00 per Holdco Ordinary Share as of the Exchange Effective Time. The Holdco Ordinary Shares making up the Exchange Consideration, minus any Holdco Ordinary Shares owned by Codere Newco immediately prior to the Exchange Effective Time, shall be issued to Codere Newco. After such issuance and prior to the redemption by Holdco of any Codere Redeemable Shares owned by Codere Newco, Codere Newco shall hold 30,000,000 Holdco Ordinary Shares valued at $10.00 per Holdco Ordinary Share.

At the Merger Effective Time, each share of DD3 Class A Common Stock issued and outstanding immediately prior to the Merger Effective Time will be exchanged for one validly issued and fully paid Holdco Ordinary Share.

For more information, see the section entitled “The Business Combination Agreement — Consideration to be Received in the Business Combination.”

Conditions to the Closing

General Conditions

Under the Business Combination Agreement, the obligations of DD3, Codere Newco, SEJO, Holdco and Merger Sub to consummate the proposed Business Combination, including the Merger and the Exchange, are subject to the satisfaction or waiver (where permissible) at or prior to the Exchange Effective Time and at or prior to the Closing of the following conditions: (a) the SPAC Proposals (as defined in the Business Combination Agreement) shall have been approved and adopted by the requisite affirmative vote of the stockholders of DD3 in accordance with this proxy statement/prospectus, the DGCL, the DD3 Organizational Documents and the rules and regulations of the Nasdaq Capital Market; (b) a Luxembourg independent auditor (réviseur d’entreprises) of Holdco shall have issued (i) at or before the Exchange Effective Time, in accordance with the Contribution and Exchange Agreement, the First Holdco Auditor Report, and (ii) at or before the Merger Effective Time, the Second Holdco Auditor Report; (c) no governmental authority shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award which is then in effect and has the effect of making the Transactions, including the Merger or Exchange, illegal or otherwise prohibiting consummation of the Transactions, including the Merger or Exchange; (d) the Registration Statement shall have been declared effective by the SEC under the Securities Act; no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for purposes of suspending the effectiveness of the Registration Statement shall have been initiated by the SEC and not withdrawn; (e) the Holdco Ordinary Shares and Holdco Warrants shall have been approved for listing on Nasdaq, subject to official notice of issuance; (f) upon consummation of the Transactions, Holdco, SEJO and its subsidiaries shall not be treated as a domestic corporation pursuant to Code Section 7874 and Treasury Regulations thereunder; (g) Codere Newco shall have obtained Codere Bondholders Consent by August 15, 2021, which Codere Bondholders Consent was obtained on July 6, 2021; and (h) DD3 shall have provided all the DD3 Contribution Supporting Documents.

DD3 Conditions to Closing

The obligations of DD3 to consummate the Business Combination, including the Merger, are subject to the satisfaction or waiver (where permissible) at or prior to the Exchange Effective Time and at or prior to the Closing of the following additional conditions:

a) (i) certain representations and warranties of Codere Newco and SEJO contained in the Business Combination Agreement shall each be true and correct in all respects as of the Exchange Effective Time and the Closing Date (except to the extent they expressly speak as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date) and all other representations and warranties of Codere Newco and SEJO contained in the Business Combination Agreement shall be true and correct (without giving any effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation set forth therein) in all respects as of the Exchange Effective Time and the Closing Date (except to the extent they expressly speak as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not result in a Company Material Adverse Effect (as defined in the Business Combination Agreement);

(ii) certain representations and warranties of Holdco and Merger Sub contained in the Business Combination Agreement shall each be true and correct in all respects as of the Exchange Effective Time and the Closing Date (except to the extent they expressly speak as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date) and all other representations and warranties of Holdco and Merger Sub contained in the Business Combination Agreement shall be true and correct (without giving any effect to any limitation as to “materiality” or any similar limitation set forth therein) in all respects as of the Exchange Effective Time and the Closing Date (except to the extent they expressly speak as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, would be materially adverse to Holdco or Merger Sub;

b) Codere Newco, SEJO, Holdco and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by the Business Combination Agreement to be performed or complied with on or prior to the Exchange Effective Time or the Closing Date, provided that Holdco shall have performed or complied in all respects with certain agreements and covenants required by Section 7.01(c) of the Business Combination Agreement;

c) Codere Newco, SEJO, Holdco and Merger Sub shall have delivered to DD3 a certificate, signed by an officer of SEJO, certifying the satisfaction of the conditions specified in Section 9.02(a), Section 9.02(b) and Section 9.02(d) of the Business Combination Agreement;

d) no Company Material Adverse Effect (as defined in the Business Combination Agreement) shall have occurred;

e) the Holdco Requisite Approvals shall have been obtained and delivered to DD3 in form and substance reasonably acceptable to DD3;

f) Codere Newco, SEJO and Holdco shall have consummated the Exchange;

g) Holdco and Codere Newco shall have duly executed and delivered to DD3 the Registration Rights and Lock-Up Agreement;

h) Codere Newco and Holdco shall have duly executed and delivered to DD3 the Nomination Agreement;

i) Holdco shall (and to the extent possible shall cause the Exchange Agent to) have duly executed and delivered the Warrant Amendment Agreement to DD3;

j) The Restructuring shall have been consummated substantially in accordance with the terms and provisions of the Business Combination Agreement except with respect to certain steps related to approvals from governmental authorities or third parties (which such third party shall not be an affiliate

of Codere Newco, SEJO, or SEJO’s subsidiary) or changes in laws in any of Colombia, Panama or the City of Buenos Aires (Argentina), as applicable, as long as a Restructuring Agreement is entered into between Codere Newco and/or the relevant Codere Group subsidiary in the affected jurisdiction, SEJO and/or the applicable SEJO subsidiary in the relevant jurisdiction which provides substantially the same economic effect and benefits to SEJO and its subsidiaries;

k) None of Holdco, Merger Sub, SEJO or any of its subsidiaries shall have any indebtedness outstanding;

l) Codere Newco, Holdco and SEJO shall have duly executed and delivered to DD3 the Indemnification Letter; and

m) Codere Newco and Holdco shall have duly executed and delivered to DD3 and the Sponsor the Expenses Reimbursement Letter.

SEJO Conditions to Closing

The obligations of SEJO to consummate the Transactions, including the Merger, are subject to the satisfaction or waiver (where permissible) of the following additional conditions at or prior to the Closing:

a) certain representations and warranties of DD3 contained in the Business Combination Agreement shall each be true and correct in all respects as of the Exchange Effective Time and the Closing Date (except to the extent they expressly speak as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date) and all other representations and warranties of DD3 contained in the Business Combination Agreement shall be true and correct (without giving any effect to any limitation as to “materiality” or SPAC Material Adverse Effect or any similar limitation set forth therein) in all respects as of the Exchange Effective Time and the Closing Date (except to the extent they expressly speak as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not result in a SPAC Material Adverse Effect (as defined in the Business Combination Agreement);

b) DD3 shall have performed or complied in all material respects with all agreements and covenants required by the Business Combination Agreement to be performed or complied with on or prior to the Exchange Effective Time or the Closing Date;

c) DD3 shall have delivered to SEJO a certificate, signed by an officer of DD3, certifying the satisfaction of the conditions specified in Section 9.03(a), Section 9.03(b) and Section 9.03(d) of the Business Combination Agreement and the number of shares of DD3 Class A Common Stock in respect of which Redemption Rights have been validly exercised in accordance with the provisions of the DD3 Organizational Documents;

d) no SPAC Material Adverse Effect shall have occurred;

e) on or prior to the Closing Date, DD3 shall have delivered to SEJO the certificate provided for in Section 8.08(d) of the Business Combination Agreement;

f) DD3 and the Sponsor shall have duly executed and delivered to Holdco the Registration Rights and Lock-Up Agreement;

g) the Sponsor shall have duly executed and delivered the Nomination Agreement;

h) DD3 shall (and to the extent possible shall cause the Exchange Agent to) have duly executed and delivered the Warrant Amendment Agreement;

i) all officers and directors of DD3 shall have executed written resignations as officers and directors of DD3 effective as of the Merger Effective Time;

j) the Gross Proceeds shall be at least $77,000,000; and

k) DD3 shall, and shall have caused the Sponsor to, have duly executed and delivered to Codere Newco and Holdco the Expenses Reimbursement Letter.

Termination Rights

The Business Combination Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Merger Effective Time, notwithstanding any requisite approval and adoption of the Business Combination Agreement and the Transactions by the stockholders of SEJO or DD3, as follows:

a) by mutual written consent of DD3 and SEJO;

b) by either DD3 or SEJO if the Merger Effective Time shall not have occurred prior to 5:00 p.m. (New York time) on December 31, 2021, provided, however, that the Business Combination Agreement may not be terminated under this sub-section by or on behalf of any party that either directly or indirectly through its affiliates materially breaches or violates any representation, warranty, covenant, agreement or obligation contained herein and such material breach or violation is the principal cause of the failure to satisfy a condition set forth in Article IX of the Business Combination Agreement on or prior to December 31, 2021;

c) by either DD3 or SEJO if any governmental authority will have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which has become final and non-appealable and has the effect of making consummation of the Transactions, including the Merger, illegal or otherwise preventing or prohibiting consummation of the Transactions or the Merger;

d) by either DD3 or SEJO if any of the SPAC Proposals (as defined in the Business Combination Agreement) fail to receive the requisite vote for approval at DD3’s meeting of stockholders;

e) by DD3 upon a breach of any representation, warranty, covenant or agreement on the part of Codere Newco, SEJO, Holdco or Merger Sub set forth in the Business Combination Agreement, or if any representation or warranty of Codere Newco, SEJO, Holdco or Merger Sub will have become untrue, in either case only if the conditions set forth in Sections 9.02(a) and (b) of the Business Combination Agreement would not be satisfied; provided that DD3 has not waived such breach and DD3 is not then in material breach of any of its representations, warranties, covenants or agreements in the Business Combination Agreement; provided further that, if such breach is curable by Codere Newco, SEJO, Holdco or Merger Sub, DD3 may not terminate the Business Combination Agreement under this sub-section for so long as Codere Newco, SEJO, Holdco or Merger Sub continues to exercise its reasonable best efforts to cure such breach, unless such breach is not cured within thirty (30) days after written notice of such breach is provided by DD3 to SEJO;

f) by SEJO upon a breach of any representation, warranty, covenant or agreement on the part of DD3 set forth in the Business Combination Agreement, or if any representation or warranty of DD3 shall have become untrue, in either case only if the conditions set forth in Sections 9.03(a) and (b) of the Business Combination Agreement would not be satisfied; provided that SEJO has not waived such breach and Codere Newco, SEJO, Holdco or Merger Sub is not then in material breach of their representations, warranties, covenants or agreements in the Business Combination Agreement; provided, further, that, if such breach is curable by DD3, SEJO may not terminate the Business Combination Agreement under this sub-section for so long as DD3 continues to exercise its reasonable best efforts to cure such breach, unless such breach is not cured within thirty (30) days after written notice of such breach is provided by SEJO to DD3;

g) by DD3 if the PCAOB Financials (as defined in the Business Combination Agreement) have not been delivered by August 21, 2021;

h) by DD3 if the Restructuring shall have not been consummated substantially in accordance with the terms and provisions of the Business Combination Agreement by September 30, 2021 with respect to Spain, Italy and Mexico; or

i) by DD3 if the Restructuring shall have not been consummated substantially in accordance with the terms and provisions of the Business Combination Agreement or a Restructuring Agreement will not have been entered into by November 15, 2021 with respect to Colombia, Panama and the City of Buenos Aires (Argentina).

The Business Combination Agreement also provided that DD3 could have terminated the Business Combination Agreement if Codere Newco shall not have obtained Codere Bondholders Consent by August 15, 2021, which Codere Bondholders Consent was obtained on July 6, 2021.

Other Agreements Related to the Business Combination Agreement

Contribution and Exchange Agreement

Contemporaneously with the execution and delivery of the Business Combination Agreement, Holdco, SEJO and Codere Newco entered into the Contribution and Exchange Agreement, pursuant to which Codere Newco has agreed to implement the Exchange by contributing all of the issued and outstanding SEJO Ordinary Shares in exchange for, pursuant to the terms of the Business Combination Agreement (and reduced by the Holdco Ordinary Shares held by Codere Newco immediately prior to the Exchange), 30,000,000 Holdco Ordinary Shares valued at $300,000,000, on a cash-free and debt-free basis, and subject to a normalized level of working capital of Holdco, SEJO and SEJO’s subsidiaries, which valuation shall be confirmed in a valuation report to be prepared and issued at the Exchange Effective Time by a Luxembourg independent auditor (réviseur d’entreprises). Upon the closing of the Transactions, Codere Newco is expected to maintain between approximately 54% to 73% ownership of Holdco and the Gross Proceeds to Codere Online are expected to range between $77 million and $192 million (prior to any expenses), in each case, depending on, among others, the level of Redemption Rights that are exercised in respect of Public Shares and the number of Codere Redeemable Shares that are redeemed by Holdco.

The Contribution and Exchange Agreement is subject to customary conditions, covenants, representations and warranties.

Subscription Agreements

The below description refers to the Subscription Agreements that are currently in place, but DD3 and Holdco may enter into further Subscription Agreements with one or more Investors on or prior to the Closing Date. The purpose of the PIPE is to raise additional capital for use in connection with the proposed Business Combination and to assist in meeting the minimum cash requirement (which consists of the Gross Proceeds amounting to at least $77 million) which is a condition to the consummation of the Business Combination in the Business Combination Agreement.

Contemporaneously with the execution and delivery of the Business Combination Agreement, DD3 entered into two separate Subscription Agreements with DD3 Capital and Larrain, in each case to which Holdco is also a party, pursuant to which DD3 has agreed to issue and sell, in a private placement to close immediately prior to the Closing, (i) an aggregate of 500,000 shares of DD3 Common Stock, for an aggregate purchase price of $5,000,000, at a price of $10.00 per each share of DD3 Common Stock, to DD3 Capital, and (ii) an aggregate of 1,224,000 shares of DD3 Common Stock, for an aggregate purchase price of $12,240,000, at a price of $10.00 per each share of DD3 Common Stock, to Larrain, in each case which shares of DD3 Common Stock will become Holdco Ordinary Shares as a result of the Merger.

The closing of the PIPE (the “PIPE Closing”) is contingent upon the substantially concurrent consummation of the proposed Business Combination. The PIPE Closing will occur on the date of, and immediately prior to, the consummation of the proposed Business Combination. The PIPE Closing will be subject to customary conditions, including:

• all representations and warranties of DD3 and the Subscriber contained in the relevant Subscription Agreement will be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined in the Subscription Agreements), which representations and warranties will be true in all respects) at and as of the PIPE Closing;

• no governmental authority having competent jurisdiction will have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated thereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated thereby, and no governmental authority having competent jurisdiction will have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition; and

• all conditions precedent to the Closing of the proposed Business Combination, including the approval of DD3’s stockholders, will have been satisfied or waived.

Pursuant to the Subscription Agreements with the Current Subscribers, Holdco agreed that, within 30 calendar days after the Closing, Holdco will file with the SEC a registration statement registering the Holdco Ordinary Shares received by the Subscribers in connection with the proposed Business Combination (the “PIPE Registration Statement”), and Holdco shall use its commercially reasonable efforts to have the PIPE Registration Statement declared effective as soon as practicable after the filing thereof; provided, however, that Holdco’s obligations to include the Holdco Ordinary Shares held by a Subscriber in the PIPE Registration Statement will be contingent upon the respective Subscriber furnishing in writing to Holdco such information regarding the Subscriber, such Holdco Ordinary Shares held by such Subscriber and the intended method of disposition of such shares as shall be reasonably requested by Holdco to effect the registration, and will execute such documents in connection with such registration as Holdco may reasonably request that are customary of a selling stockholder in similar situations. Notwithstanding anything to the contrary in the Subscription Agreements, Holdco may, upon giving prompt written notice of such action to the respective Subscriber, delay the filing or initial effectiveness of, suspend use of, the PIPE Registration Statement for a period of not more than sixty (60) consecutive days or more than two times in any calendar year if the filing, initial effectiveness or continued use of the PIPE Registration Statement would, in the good faith judgment of the Holdco Board, make Holdco fail to comply with applicable disclosure requirements or would require the inclusion in such PIPE Registration Statement of (i) financial statements that are unavailable to Holdco for reasons beyond Holdco’s control, (ii) audited financial statements as of a date other than Holdco’s fiscal year end, or (iii) pro forma financial statements that are required to be included in a registration statement.

Each Current Subscriber acknowledged and agreed that, without the prior written consent of DD3 and Holdco, during the period commencing on the Closing Date and continuing until the earlier of the ninety (90) calendar day period commencing on the date of the closing of the Business Combination and the date when the PIPE Registration Statement is declared effective by the SEC, each Subscriber, and any person or entity acting on its behalf or pursuant to any understanding with it, will not (i) sell, assign, transfer (including by operation of law), incur any liens, charges, security interests, options, claims, mortgages, pledges, proxies, voting trusts or agreements, obligations, understandings or arrangements or other restrictions on title or transfer of any nature whatsoever, dispose of or otherwise encumber, (ii) make any short sale of, grant any option for the purchase of, or (iii) enter into any hedging or similar transaction with the same economic effect as a transfer in sub-section (i) above of, any of the PIPE Shares.

Each Subscription Agreement will terminate upon the earlier to occur of (i) such date and time as the Business Combination Agreement is terminated in accordance with its terms without the proposed Business Combination being consummated, (ii) upon the mutual written agreement of each of the parties to the Subscription Agreement or (iii) any of the conditions to the PIPE Closing are not satisfied or waived on or prior to the PIPE Closing and, as a result thereof, the transactions contemplated by the Subscription Agreement are not consummated at the PIPE Closing.

For more information about the Subscription Agreements, see the section entitled “Certain Agreements Related to the Business Combination — Subscription Agreements.”

Forward Purchase Agreements

In connection with the proposed Business Combination, (i) Baron has elected to purchase an aggregate of 2,500,000 shares of DD3 Common Stock for an aggregate purchase price of $25,000,000, at a price of $10.00 per each share of DD3 Common Stock, pursuant to the terms of the Baron Forward Purchase Agreement, and (ii) MG has elected to purchase an aggregate of 2,500,000 shares of DD3 Common Stock for an aggregate purchase price of $25,000,000, at a price of $10.00 per each share of DD3 Common Stock, pursuant to the terms of the MG Forward Purchase Agreement, in each case in a private placement to occur immediately prior to the Closing Date.

Pursuant to the Baron FPA Amendment and the MG FPA Amendment, among other matters, (i) DD3 agreed not to enter into any agreement with any other investor or prospective investor on terms that are more favorable to such other investor or prospective investor than the terms provided to Baron or MG, as applicable, and (ii) certain closing conditions were amended in part to align with the closing conditions in the Business Combination Agreement, including that the terms of the Business Combination Agreement (as the same existed on the date of the Baron FPA Amendment and the MG FPA Amendment) shall not have been amended or modified in a manner,

and no waiver thereunder shall have occurred, that would reasonably be expected to be materially adverse to the economic benefits that Baron or MG would reasonably expect to receive under their respective Forward Purchase Agreement, without Baron’s or MG’s written consent, as applicable.

For more information about the Forward Purchase Agreements, see the section entitled “Certain Agreements Related to the Business Combination — Forward Purchase Agreements.”

Baron Support Agreement

Contemporaneously with the execution and delivery of the Business Combination Agreement, DD3 and Baron entered into the Baron Support Agreement, pursuant to which Baron irrevocably waived its Redemption Rights with respect to the Baron IPO Shares and agreed that it will not (a) redeem or exercise any of its Redemption Rights with respect to, any Baron IPO Shares in connection with DD3’s special meeting of stockholders to approve the Business Combination Agreement and the transactions contemplated by the Business Combination Agreement; or (b) directly or indirectly, (i) sell, assign, transfer (including by operation of law), lien, pledge, dispose of or otherwise encumber any of the Baron IPO Shares or otherwise agree to do any of the foregoing, (ii) deposit any Baron IPO Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with the Baron Support Agreement, or (iii) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any Baron IPO Shares. The Baron Support Agreement and the obligations of Baron under the Baron Support Agreement will automatically terminate upon the earliest of the Closing of the proposed Business Combination and the termination of the Business Combination Agreement in accordance with its terms.

The Baron Support Agreement is subject to customary conditions, covenants, representations and warranties.

Pursuant to the Business Combination Agreement, DD3 has undertaken not to amend, modify, waive or otherwise change any of the Baron Support Agreement, Forward Purchase Agreements and Subscription Agreements without the prior written consent of SEJO, such consent not to be unreasonably withheld, delayed or conditioned.

Registration Rights and Lock-Up Agreement

In connection with the Closing of the proposed Business Combination, DD3, Codere Newco, Holdco, MG, Baron and the Sponsor will enter into a Registration Rights and Lock-Up Agreement which will provide customary demand and piggyback registration rights. Pursuant to the Registration Rights and Lock-Up Agreement, Holdco will agree 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 Holdco Ordinary Shares and Holdco Warrants (including underlying securities) held by the Holders (as defined in the Registration Rights and Lock-Up Agreement), 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, each of Codere Newco and the Sponsor will agree 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, (ii) the date on which the closing price of the Holdco Ordinary Shares on Nasdaq equals or exceeds $12.50 per Holdco Ordinary 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 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, subject to certain exceptions.

Nomination Agreement

In connection with the Closing of the proposed Business Combination, the Sponsor, Codere Newco and Holdco will enter into a Nomination Agreement, pursuant to which Codere Newco and the Sponsor will have, among others, certain director nomination rights with respect to Holdco.

During the Sponsor Proposal Period, the board of directors of Holdco will consist of seven (7) directors and (i) Codere Newco will have the right to propose for appointment four (4) Codere Newco Directors; (ii) the Sponsor will have the right to propose for appointment two (2) Sponsor Directors; and (iii) Codere Newco and the Sponsor will have the right to jointly propose for appointment the Industry Expert Independent Director. After the Sponsor Proposal Period, Codere Newco will have the right to propose for appointment five (5) directors, with at least two (2) of them having to qualify as independent directors (subject to independence requirements under applicable securities exchange rules that may require a greater number of independent directors). Both during and after the Sponsor Proposal Period, at least one (1) of the Codere Newco Directors shall qualify as a Luxembourg tax resident.

Codere Newco will have the right to propose for reappointment the Codere Newco Directors and the Sponsor will have the right to propose for reappointment the Sponsor Directors appointed within the Sponsor Proposal Period; provided that one (1) Sponsor Director shall not have the right to serve as director past the second annual shareholders’ meeting of Holdco after the Closing Date and the second Sponsor Director shall not have the right to serve as director past the third annual shareholders’ meeting of Holdco after the Closing Date.

Pursuant to the Nomination Agreement, the Holdco audit committee shall include at least one (1) Codere Newco Director and one (1) Sponsor Director (in either case only to the extent such director (i) qualifies as an independent director and (ii) meets the heightened independence requirements applicable to audit committees under the SEC rules and regulations and under the criteria established by the listing rules of the stock exchange on which the Holdco Ordinary Shares are listed). Further, Codere Newco will have the right, but not the obligation, to propose for appointment one (1) non-executive, non-independent director as an observer to the audit committee to be appointed by the Holdco Board, subject to compliance with Rule 10A-3 under the Exchange Act.

Codere Newco and the Sponsor agreed to cooperate in facilitating any action or right described in or required by the Nomination Agreement, including by voting their respective Holdco Ordinary Shares. Other than reimbursement for reasonable and documented out-of-pocket expenses, only the Remunerated Directors (as defined below) shall be entitled to compensation as consideration for serving on the board of directors of Holdco and/or any committees. See the section entitled “Management of Holdco after the Business Combination” for additional information.

Unless earlier terminated by the mutual agreement of Holdco, Codere Newco and the Sponsor, the Nomination Agreement shall continue in full force and effect for a period of five years from the date thereof; provided, however, that the Nomination Agreement will automatically terminate, with respect to Codere Newco, on the date on which Codere Newco and/or its affiliates cease to beneficially own, in the aggregate, at least 30% of the issued and outstanding Holdco Ordinary Shares, and with respect to the Sponsor, after the Sponsor Proposal Period; provided, further, that Codere Newco and Holdco shall, no later than 30 days prior to the fifth anniversary of the Nomination Agreement, agree in writing to renew the Nomination Agreement, with respect to Codere Newco and Holdco, for an additional five years if Codere Newco and/or its affiliates beneficially own, in the aggregate, no less than 30% of the issued and outstanding Holdco Ordinary Shares.

For more information about the Nomination Agreement, see the section entitled “Certain Agreements Related to the Business Combination — Nomination Agreement.”

Indemnification Letter

In connection with the Closing of the proposed Business Combination, Codere Newco, Holdco and SEJO have agreed to cause the Restructuring and will enter into the Indemnification Letter, pursuant to which Codere Newco will indemnify Holdco, SEJO and their respective subsidiaries (“Indemnitees”), including under the principles of transferee or successor liability but excluding any debts, losses, damages, fines, penalties, expenses and liabilities (“Liabilities”) reflected or reserved against in the Year-End Financial Statements (as defined in the Business Combination Agreement) or the Interim Financial Statement (as defined in the Business Combination Agreement), for (i) Liabilities incurred by any Indemnitee and arising under or in connection with the ownership of the assets (other than entities, assets or rights to be transferred to SEJO or its subsidiaries pursuant to the Restructuring) of, or the operation of the business (other than the online business) by, Codere Newco or any affiliate of Codere Newco (excluding Holdco, Merger Sub, SEJO and its subsidiaries) (“Non-Online Losses”); (ii) Liabilities incurred by any Indemnitee as a result of the consummation of the Restructuring, but only to the extent that such Liabilities would not have been incurred but for the Restructuring (“Restructuring Losses”); and (iii) Taxes (as defined in the Business Combination Agreement) of any Indemnitee, including Transfer Taxes (as defined in the Business Combination

Agreement), incurred by any Indemnitee as a result of the consummation of the Restructuring, but only to the extent that such Taxes would not have been incurred but for the Restructuring (such Taxes in (iii), together with Non-Online Losses and Restructuring Losses, “Losses”). The obligations of Codere Newco to indemnify and hold harmless the Indemnitees against, or to contribute to, Losses pursuant to the Indemnification Letter shall remain in full force and effect until the date that is 24 months after the Closing Date. The aggregate amount of all Losses for which Codere Newco shall be liable pursuant to the Indemnification Letter, including, for the avoidance of doubt, any legal or other expenses incurred by the Indemnitees and required to be paid by Codere Newco in connection with investigating and defending any related action or claim, shall not exceed $10,000,000 in the aggregate.

Warrant Amendment Agreement

In connection with the Closing of the proposed Business Combination, DD3, Holdco and Continental Stock Transfer & Trust Company, as warrant agent, will enter into the Warrant Amendment Agreement, pursuant to which, among others, as of the Merger Effective Time, (i) each of the issued DD3 Warrants that is outstanding immediately prior to the Merger Effective Time will no longer represent a right to acquire one share of DD3 Class A Common Stock and will instead represent the right to acquire one Holdco Ordinary Share on substantially the same terms as set forth in the Existing Warrant Agreement and (ii) DD3 will assign to Holdco all of DD3’s right, title and interest in and to the Existing Warrant Agreement and Holdco will assume, and agree to pay, perform, satisfy and discharge in full, all of DD3’s liabilities and obligations under the Existing Warrant Agreement arising from and after the Merger Effective Time.

Codere Redemption Agreement

In connection with the Closing of the proposed Business Combination, if the Gross Proceeds are higher than $125,000,000, Codere Newco shall have the right, at its sole discretion, to cause Holdco to enter into the Codere Redemption Agreement with Codere Newco on or about the Exchange Effective Time and redeem from Codere Newco, immediately after completion of the Closing and at the Codere Redemption Price, the number of Codere Redeemable Shares equal to (rounded down to the nearest whole number of Holdco Ordinary Shares) the quotient of (i) the amount by which the Gross Proceeds exceed $125,000,000, divided by (ii) $10.00. The Codere Redeemable Shares shall not exceed 3,000,000 Holdco Ordinary Shares and the total purchase price under the redemption shall not exceed $30,000,000.

The Codere Redemption Agreement may be terminated by mutual agreement of the parties thereto, by Codere Newco if the Consideration Payment Confirmation (as defined in the Codere Redemption Agreement) has not been provided by Holdco to Codere Newco by certain date to be agreed by the parties or by Holdco if Codere Newco breaches certain obligations or warranties or as a consequence of a misrepresentation generally.

The Codere Redemption Agreement is subject to customary conditions, covenants, representations and warranties.

Expenses Reimbursement Letter

In connection with the Closing of the proposed Business Combination, DD3, Codere Newco, Holdco and the Sponsor will enter into the Expenses Reimbursement Letter, pursuant to which (i) the Sponsor will agree to reimburse Holdco, as future sole shareholder of the Surviving Corporation, for the aggregate amount of SPAC Transaction Expenses (as defined in the Business Combination Agreement) payable by the Surviving Corporation in excess of the maximum SPAC Transaction Expenses (as defined in the Business Combination Agreement) required to be paid by the Surviving Corporation pursuant to Section 11.03 of the Business Combination Agreement, subject to Sections 1 and 2 of the Expenses Reimbursement Letter; and (ii) Codere Newco will agree to reimburse Holdco, as future shareholder of SEJO and future sole shareholder of the Surviving Corporation, for the aggregate amount of Company Transaction Expenses (as defined in the Business Combination Agreement) payable by the Surviving Corporation, Holdco, SEJO or any of its subsidiaries in excess of the maximum Company Transaction Expenses (as defined in the Business Combination Agreement) required to be paid by the Surviving Corporation pursuant to Section 11.03 of the Business Combination Agreement, subject to Sections 1 and 2 of the Expenses Reimbursement Letter.

For more information about the Expenses Reimbursement Letter, see the section entitled “Certain Agreements Related to the Business Combination — Expenses Reimbursement Letter.”

Interests of Certain Persons in the Business Combination

When you consider the recommendation of DD3’s board of directors in favor of approval of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus, you should keep in mind that the Sponsor and certain of DD3’s directors and officers have interests in the Business Combination that are different from, in addition to, or in conflict with, your interests as a stockholder. These interests include, among other things: