DD3 ACQU Item 1.01. Entry into a Material Definitive Agreement.
General
On
Business Combination Agreement
Structure of the Proposed Business Combination
(a) The Business Combination Agreement provides for, among other things, the
following transactions:
i. Pursuant to that certain Contribution and Exchange Agreement, dated as of June
21, 2021, by and among Holdco , the Company and Parent (the "Exchange
Agreement"), as further described below, Parent, effective on the Exchange
Effective Time, will contribute its ordinary shares of the Company
constituting all the issued and outstanding share capital of the Company
("Company Ordinary Shares") to Holdco in exchange for additional ordinary
shares of Holdco ("Holdco Ordinary Shares"), to be subscribed for by Parent
(such contribution and exchange of Company Ordinary Shares for Holdco Ordinary
Shares, collectively, the "Exchange");
ii. As a result of the Exchange, the Company will become a wholly-owned
subsidiary of Holdco and Holdco will continue to be a wholly-owned subsidiary
of Parent at the Exchange Effective Time;
iii. After the Exchange and immediately prior to the Merger Effective Time, each
share of DD3's 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's Class A
common stock, par value $0.0001 per share ("DD3 Common Stock", and such
conversion, the "Class B Conversion ");
iv. Not earlier than one Business Day 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");
v. In connection with the Merger, all shares of DD3 Common Stock issued and
outstanding immediately prior to the Merger Effective Time, but after the
Class B Conversion , will be exchanged with Holdco for the right to receive the
Merger Consideration in the form of one Holdco Ordinary Share for each share
of DD3 Common Stock pursuant to a share capital increase of Holdco , as set
forth in the Business Combination Agreement; and
vi. 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immediately prior to the Merger Effective Time will no longer represent a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 (1) share of DD3 Common Stock and will instead represent
the right to acquire one (1) Holdco Ordinary Share under the same terms.
(b) Certain funds affiliated with
"Baron") have elected to purchase an aggregate of 2,500,000 shares of DD3
Common Stock for an aggregate purchase price of
Date, pursuant to the terms of that certain Forward Purchase Agreement (the
"Original Baron FPA") entered into by DD3 and Baron on
amended by Amendment No. 1 to the Original Baron FPA (the "Baron FPA
Amendment") entered into by DD3 and Baron on
"Baron Forward Purchase Agreement").
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(c) MG Partners Multi-Strategy Fund LP ("
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, immediately prior to the Closing Date, pursuant to the terms of that
certain Forward Purchase Agreement (the "Original MG Partners FPA") entered
into by DD3 and MG Partners on November 19, 2020 , as amended by Amendment No.
1 to the Original MG Partners FPA (the "MG Partners FPA Amendment") entered
into by DD3 and MG Partners on June 21, 2021 (as amended, the "MG Partners
Forward Purchase Agreement", and together with the Baron Forward Purchase
Agreement, the "Forward Purchase Agreements").
(d) Contemporaneously with the execution and delivery of the Business Combination
Agreement, DD3 entered into an investor support agreement with Baron,
pursuant to which Baron committed to not exercise any of its Redemption
Rights with respect to 996,069 shares of DD3 Common Stock ("Baron IPO
Shares") acquired by Baron in DD3's initial public offering (the "Baron
Support Agreement"), as further described below.
(e) Contemporaneously with the execution and delivery of the Business Combination
Agreement, DD3 entered into separate subscription agreements (collectively,
the "Subscription Agreements") with DD3 Capital Partners S.A. de C.V. ("DD3
Capital ") and Larrain Investment Inc. ("Larrain", and collectively with DD3
Capital and other investors who may enter into subscription agreements after
the date hereof, "Subscribers"), and in each case to which Holdco is also a
party, for the purchase of 1,724,000 shares of DD3 Common Stock at a price of
$10.00 per share, immediately prior to the closing of the Proposed Business
Combination, as further described below.
(f) Parent,
to be consummated prior to the Closing of the Proposed Business Combination
pursuant to which all of Codere, S.A.'s and Parent'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 the Company and the Company Subsidiaries by holding or
receiving assets, rights and/or entities from Codere, S.A., Parent and/or
their respective subsidiaries in accordance with the Transaction Documents,
the Related-Party Agreements and Section 8.18 of the Company Disclosure
Schedule of the Business Combination Agreement (the "Restructuring").
(g) Parent, the Company and/or their respective subsidiaries has entered, or will . . .
Item 3.02. Unregistered Sales of
Subscription Agreements
Contemporaneously with the execution of the Business Combination Agreement, DD3
entered into separate Subscription Agreements with certain Subscribers, in each
case to which
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; 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,
Each Subscription Agreement will terminate upon the earlier to occur of (x) such date and time as the Business Combination Agreement is terminated in accordance with its terms without the Proposed Business Combination being consummated, (y) upon the mutual written agreement of each of the parties to the Subscription Agreement or (z) 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.
The foregoing description of the Subscription Agreements is qualified in its entirety by reference to the full text of the form of Subscription Agreement, a copy of which is included as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.
10 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
Pursuant to the Baron FPA Amendment and the MG Partners 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
The foregoing description of the Forward Purchase Agreements is qualified in its entirety by reference to the full text of the Original Baron FPA and the Original MG Partners FPA, copies of which were initially filed as exhibits to DD3's registration statement on Form S-1 (File No. 333-250212) and are incorporated by reference as Exhibits 10.4 and 10.5, respectively, to this Current Report on Form 8-K, and the Baron FPA Amendment and the MG Partners FPA Amendment, copies of which are included as Exhibits 10.6 and 10.7, respectively, to this Current Report on Form 8-K.
The securities to be issued pursuant to the Subscription Agreements and the Forward Purchase Agreements are not anticipated to be registered under the Securities Act in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
Item 7.01. Regulation FD Disclosure.
On
Attached hereto as Exhibit 99.2 and incorporated herein by reference is the form of presentation to be used by DD3 and Codere Online in presentations for certain of DD3's stockholders and other persons. Such exhibit and the information set forth therein is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Additional Information and Where to Find It
In connection with the Proposed Business Combination, the Form F-4 is expected
to be filed by
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INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in Solicitation
DD3, the Company and
Non-Solicitation
This Current Report on Form 8-K is not a proxy statement and does not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Business Combination. This Current Report on Form 8-K also does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption therefrom.
Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this Current Report on Form 8-K are forward-looking statements. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. DD3's and Codere Online's actual results may differ from their expectations, estimates and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believe," "predict," "likely," "potential," "continue," and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, DD3's and Codere Online's expectations with respect to market growth, future revenues, future performance, the anticipated financial impacts of the Proposed Business Combination, the satisfaction or waiver of the closing conditions to the Proposed Business Combination and the timing of the completion of the Proposed Business Combination.
These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially, and potentially adversely, from those expressed or implied in the forward-looking statements. Most of these factors are outside DD3's and Codere Online's control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change, or other circumstances that could give rise to the termination of the Business Combination Agreement; (2) the outcome of any legal proceedings that may be instituted against DD3 and/or Codere Online following the announcement of the Business Combination Agreement and the transactions contemplated therein; (3) the inability to complete the Proposed Business Combination, including due to failure to obtain approval of DD3's stockholders, certain regulatory approvals, or satisfy other closing conditions in the Business Combination Agreement; (4) the occurrence of any other event, change, or other circumstance that could cause the Proposed Business Combination to fail to close; (5) the impact of COVID-19 on Codere Online's business and/or the ability of the parties to complete the Proposed . . .
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
2.1 Business Combination Agreement, dated as of June 21, 2021 , by and
among DD3 Acquisition Corp. II , Codere Newco, S.A.U., Servicios de
Juego Online S.A.U., Codere Online Luxembourg, S.A. and Codere Online
U.S. Corp.
10.1 Investor Support Agreement, dated as of June 21, 2021 , by and among
DD3 Acquisition Corp. II , Baron Global Advantage Fund , Baron Emerging
Markets Fund and Destinations International Equity Fund .
10.2 Contribution and Exchange Agreement, dated as of June 21, 2021 , by
and among Codere Online Luxembourg, S.A. , Servicios de Juego Online
S.A.U. and Codere Newco, S.A.U.
10.3 Form of Subscription Agreement.
10.4 Forward Purchase Agreement, dated as of November 17, 2020 , by and
among DD3 Acquisition Corp. II , Baron Global Advantage Fund , Baron
Emerging Markets Fund and Destinations International Equity Fund
(incorporated by reference to Exhibit 10.5 to the Registration
Statement on Form S-1 (File No. 333-250212), filed with the SEC by DD3
Acquisition Corp. II on November 19, 2020 ).
10.5 Forward Purchase Agreement, dated as of November 19, 2020 , by and
between DD3 Acquisition Corp. II and MG Partners Multi-Strategy Fund
LP (incorporated by reference to Exhibit 10.12 to the Registration
Statement on Form S-1 (File No. 333-250212), filed with the SEC by DD3
Acquisition Corp. II on November 19, 2020 ).
10.6 Amendment No. 1 to Forward Purchase Agreement, dated as of June 21,
2021 , by and among DD3 Acquisition Corp. II , Baron Global Advantage
Fund , Baron Emerging Markets Fund and Destinations International
Equity Fund .
10.7 Amendment No. 1 to Forward Purchase Agreement, dated as of June 21,
2021 , by and between DD3 Acquisition Corp. II and MG Partners
Multi-Strategy Fund LP .
99.1 Press Release, dated June 21, 2021 .
99.2 Form of Investor Presentation.
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