Codere Online Luxembourg, S.A. entered into a definitive business combination agreement to acquire DD3 Acquisition Corp. II (NasdaqCM:DDMX) in a reverser merger transaction on June 21, 2021. Upon completion of the transaction, Codere Group will maintain majority ownership with approximately 55% interest. Codere Online will apply to list its ordinary shares and warrants on Nasdaq under the symbols “CDRO” and “CDROW,” respectively. Codere Online will continue to be led by the Company's Managing Director, Moshe Edree and its highly experienced management team. Martin Werner, Founding Partner of DD3 Capital Partners, is expected to join the Codere Online Board of Directors. As of November 12, 2021, Four Directors, including one independent will be nominated by Codere and two Independent Directors will be nominated by DD3 Sponsor Group, LLC. An Industry Expert Independent Director is expected to be nominated prior to the consummation of the business combination and serve as Chairman of the Board of Directors. Moshe Edree has been nominated as Managing Director of Codere Online, Oscar Iglesias has been nominated as Chief Financial Officer, Alejandro Rodino as Chief of Strategy & Corporate Areas Officer and Laurent Teitgen as Independent Director. Martin M. Werner, Chairman and Chief Executive Officer of DD3 is also expected to serve as Chairman of Codere Online's Audit Committee. Daniel Valdez has been nominated as Independent Director.

The proposed business combination will be effected pursuant to the terms and conditions of a business combination agreement entered into by Codere Online, DD3, and the other parties thereto, which contains certain closing conditions, including, without limitation, the registration statement being declared effective by the Securities and Exchange Commission, approval by certain Codere Group noteholders, DD3 holding a minimum of $77 million in cash at closing, and approval by the shareholders of DD3. The respective managing bodies of Codere Online and DD3, in addition to the Board of Directors of Codere S.A., have approved the proposed business combination. Codere Online and DD3 Acquisition Corp II will host an investor presentation on June 22, 2021. As of August 13, 2021, a registration statement on Form F-4 was filed. On November 18, 2021, the shareholders of DD3 Acquisition Corp. II approved the transaction.

Completion of the proposed business combination is expected in the fourth quarter of 2021. As of November 12, 2021, Consummation of the business combination is expected to occur in the week following the special meeting of DD3 Acquisition Corp. II's stockholders, which is scheduled to take place on November 18, 2021. As of November 19, 2021, the transaction is expected to close on or around November 30, 2021. Proceeds are intended to be used primarily to fund marketing expenditures, technology platform improvements and expansion into new high-growth markets. Stifel Financial Corp. (NYSE:SF) is serving as financial and capital markets advisor to Codere. Davis Polk & Wardwell is acting as U.S. legal advisor to Codere. Kremer associés & Clifford Chance is acting as legal advisor to Codere in Luxembourg and Deloitte and Ernst & Young LLP are serving as accounting advisors to Codere. EarlyBirdCapital is acting as financial and capital markets advisor as well as placement agent to DD3. Greenberg Traurig and Pérez-Llorca are acting as legal advisor to DD3. Stibbe is acting as legal advisor to DD3 in Luxembourg. Michael J. Willisch of Davis Polk acted as a legal advisor to Codere.

Codere Online Luxembourg, S.A. completed the acquisition of DD3 Acquisition Corp. II (NasdaqCM:DDMX) in a reverse merger transaction on November 30, 2021. It is expected that the ordinary shares and warrants of Codere Online Luxembourg, S.A. will begin trading on the Nasdaq Capital Market on December 1, 2021, under the symbols “CDRO” and “CDROW,” respectively. Patrick J. Ramsey has been appointed as a non-executive independent director and Chairman of the Board of Directors.