Filed
by Codere Online Luxembourg, S.A.
pursuant
to Rule 425 under the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-12
under
the Securities Exchange Act of 1934
Subject
Company: DD3 Acquisition Corp. II
Commission
File No. 001-39767
Form
F-4 File No. 333-258759
Codere
Online is Named Casino Operator of the Year at the SBC Awards Latinoamérica 2021
MADRID,
Spain and MEXICO CITY, Mexico – November 4, 2021 – Codere Online, a leading online gaming and sports betting operator
in Latin America, today announced that it has been named Casino Operator of the Year at the SBC Awards Latinoamérica 2021.
“We
are honored to receive this recognition from SBC, which highlights our mission to deliver a high-quality experience to all of our customers
and reaffirms our exciting trajectory of growth and innovation in the Latin American online gaming and sports betting market,”
said Moshe Edree, Managing Director of Codere Online. “Such an achievement would not be possible without the hard work of the Codere
team and the support of our partners.”
The
SBC Awards Latinoamérica recognizes the innovation and achievements of operators, affiliates and suppliers in betting and gaming.
The judging panel was comprised of a hand-picked group of experts from the Latin American gaming industry and the awards ceremony was
held at the SBC Summit Latinoamérica in Miami, Florida on October 28, 2021.
“This
award reflects the strength which the Codere brand is building across Latin America,” said Alberto Telias, Chief Marketing Officer
of Codere Online. “Our recent sponsorship agreements with Real Madrid in Spain, River Plate in Argentina and Rayados in Mexico,
who recently won its fifth CONCACAF Champions League, have been key in raising awareness of our brand as a leading Latin American operator.”
On
June 22, 2021, Codere Online (the online subsidiary of Grupo Codere) and DD3 Acquisition Corp. II (NASDAQ: DDMX, DDMXU, DDMXW), a publicly
traded special purpose acquisition company, entered into a definitive business combination agreement that would result in Codere Online
becoming the first publicly-listed online gaming operator in Latin America.
DD3
has convened a special meeting of its stockholders to be held on November 18, 2021, at 11:00 a.m., Eastern time, at the offices of Greenberg
Traurig, LLP, located at One Vanderbilt Avenue, New York, NY 10017, where the proposed business combination is expected to be voted upon.
Once approved by DD3’s stockholders and subject to other customary closing conditions, it is currently expected that the business
combination will be completed during the week following the special meeting.
About
Codere Online
Codere
Online launched in 2014 as part of the renowned casino operator Codere Group. Codere Online offers online sports betting and online casino
through its state-of-the art website and mobile application. Codere 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 Codere Group’s physical presence throughout Latin America, forming the foundation of the leading omnichannel
gaming and casino presence in the region.
About
Codere Group
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).
About
DD3 Acquisition Corp. II
DD3
was formed 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’s efforts to identify a prospective target business
are not limited to a particular industry or geographic region. Learn more at https://www.dd3.mx/en/spac.
Additional
Information about the Business Combination and Where to Find It
Codere
Online Luxembourg, S.A. (“Holdco”), Servicios de Juego Online, S.A.U. (together with its consolidated subsidiaries upon consummation
of the Proposed Business Combination, “Codere Online”), DD3 Acquisition Corp. II (“DD3”) and the other parties
thereto have entered into a business combination agreement (the “Business Combination Agreement”) that provides for DD3 and
Codere Online to become wholly-owned subsidiaries of Holdco (the “Proposed Business Combination”). In connection with the
Proposed Business Combination, a registration statement on Form F-4 (the “Form F-4”) has been filed by Holdco with the U.S.
Securities and Exchange Commission (“SEC”) that includes a proxy statement relating to DD3’s solicitation of proxies
from DD3’s stockholders in connection with the Proposed Business Combination and other matters described in the Form F-4, as well
as a prospectus of Holdco relating to the offer of the securities to be issued in connection with the completion of the Proposed Business
Combination. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE FORM F-4 AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. The definitive proxy statement/prospectus is being mailed to holders of record of
DD3 common stock at the close of business on October 14, 2021, the record date established for voting on the Proposed Business Combination.
Stockholders will also be able to obtain copies of such documents, without charge at the SEC’s website at www.sec.gov, or by directing
a request to Codere Online Luxembourg, S.A., 7 rue Robert Stümper, L-2557 Luxembourg, Grand Duchy of Luxembourg.
INVESTMENT
IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY
PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
Forward-Looking
Statements
This
press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the
United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in
this press release, including any statements as to Holdco’s, Codere Online’s, DD3’s or the combined company’s
future results of operations and financial position, planned products and services, business strategy and plans, objectives of management
for future operations, market size and potential growth opportunities, competitive position, expectations and timings related to commercial
launches or the consummation of the Proposed Business Combination, potential benefits of the Proposed Business Combination and PIPE investments,
technological and market trends and other future conditions, 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. Holdco’s, Codere Online’s, DD3’s and the combined company’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, Holdco’s, Codere Online’s and DD3’s expectations with
respect to 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 Holdco’s,
Codere Online’s and DD3’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 Holdco, Codere Online and/or DD3 following
the announcement of the Business Combination Agreement and the transactions contemplated therein; (3) the inability to complete the Proposed
Business Combination, including due to failure to obtain approval of DD3’s stockholders, certain regulatory approvals, or satisfy
other closing conditions in the Business Combination Agreement; (4) the occurrence of any other event, change, or other circumstance
that could cause the Proposed Business Combination to fail to close; (5) the impact of COVID-19 on Codere Online’s business and/or
the ability of the parties to complete the Proposed Business Combination; (6) the inability to obtain and/or maintain the listing of
Holdco’s ordinary shares or warrants on NASDAQ following the Proposed Business Combination; (7) the risk that the Proposed Business
Combination disrupts current plans and operations as a result of the announcement and consummation of the Proposed Business Combination;
(8) the ability to recognize the anticipated benefits of the Proposed Business Combination, which may be affected by, among other things,
competition, the ability of Codere Online and the combined company to grow and manage growth profitably, and retain its key employees;
(9) costs related to the Proposed Business Combination; (10) changes in applicable laws or regulations; (11) the amount of redemptions
by DD3’s stockholders in connection with the Proposed Business Combination; and (12) the possibility that Holdco, Codere Online
or DD3 may be adversely affected by other economic, business and/or competitive factors. The foregoing list of factors is not exclusive.
Additional information concerning certain of these and other risk factors is contained in DD3’s most recent filings with the SEC,
the Form F-4 and the definitive proxy statement/prospectus to be mailed to DD3’s stockholders in connection with the Proposed Business
Combination. All subsequent written and oral forward-looking statements concerning Holdco, DD3, Codere Online, the combined company,
the Proposed Business Combination or other matters and attributable to Holdco, Codere Online or DD3 or any person acting on their behalf
are expressly qualified in their entirety by the cautionary statements above. Readers are cautioned not to place undue reliance upon
any forward-looking statements, which speak only as of the date made. Each of Holdco, Codere Online and DD3 expressly disclaims any obligations
or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change
in their expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based, except
as required by law.
No
Offer or Solicitation
This
press release 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 press release 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 of 1933, as amended, or an
exemption therefrom.
Participants
in the Solicitation
Holdco,
Codere Online and DD3 and their respective directors, executive officers and other members of their management and employees, under SEC
rules, may be deemed to be participants in the solicitation of proxies of DD3’s stockholders in connection with the Proposed Business
Combination. Information regarding the names, affiliations and interests of DD3’s directors and executive officers is set forth
in the final prospectus for DD3’s initial public offering filed with the SEC on December 10, 2020, as well as in other documents
DD3 has filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of
proxies of DD3’s stockholders in connection with the Proposed Business Combination is set forth in the Form F-4. Information concerning
the interests of Holdco’s, Codere Online’s and DD3’s participants in the solicitation, which may, in some cases, be
different than those of Holdco’s, Codere Online’s and DD3’s equity holders generally, is also set forth in the Form
F-4. Shareholders, potential investors and other interested persons should read carefully the Form F-4 and the definitive proxy statement/prospectus
before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.
Contacts:
Investors
Ryan
Lawrence, ICR, Ryan.Lawrence@icrinc.com, 332-242-4321
Guillermo
Lancha, Codere, Guillermo.Lancha@codere.com, (+34)-628-928-152
Media
Brian
Ruby, ICR, Brian.Ruby@icrinc.com, 203-682-8268
###
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