DDMXU / DD3 Acquisition Corp II - Units (1 Ord Class A & 1/2 War) - Documents déposés auprès de la SEC, rapport annuel, procuration

Description of Securities

Exhibit 4.6 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the material terms of certain securities of Codere Online U.S. Corp. (f/k/a DD3 Acquisition Corp. II), a Delaware corporation (?we,? ?us,? ?our,? ?the company? or ?our company?) as of September 30, 2021, is not intended to be a complete summary of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2021 ☐ TRANSITION REPORT PURSU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39767 CODERE ONLINE

Bylaws dated as of November 30, 2021

Exhibit 3.4 BYLAWS OF CODERE ONLINE U.S. CORP. * * * * * Article 1 Offices Section 1.01. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 1.02. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time

Code of Ethics and Integrity in effect following Closing of the Codere Business Combination

Exhibit 14.2 Code of Ethics and Integrity Table of Contents INTRODUCTION 3 Who does this Code apply to? 4 How to use this Code 5 Compliance with the Code 6 Non-Retaliation Principle 7 Where can I find answers to my questions? 7 I. OUR INTEGRITY 8 1.1 Our Vision 8 1.2 Our Values 9 1.3 Our Principles 9 II. OUR PEOPLE 11 2.1 The Most Important Value of Codere Online Group 11 2.1.1 Principle of Non-Di

DDMX / Dynamex Inc / Hartree Partners, LP - SCHEDULE 13G/A, AMENDMENT #3 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G AMENDMENT NO. 3 Under the Securities Exchange Act of 1934 Codere Online U.S. Corp.1 (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) L18268109 (CUSIP Number) 12/31/2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate th

US23318M1009 / DD3 Acquisition Corp II / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) CODERE ONLINE U.S. CORP. (formerly DD3 Acquisition Corp. II) (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 23318M100 (CUSIP Number) DECEMBER 31, 2021 (Date of event which requires filing of this statemen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No.1) (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No.1) (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 202

10-Q/A 1 codereonline10qa.htm 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transitio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

15-12B 1 codereonline15-12b.htm 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-39767 Codere Online U.S. Corp. (

Registration Rights and Lock-Up Agreement, dated November 30, 2021, by and between Codere Online Luxembourg, S.A., DD3 Acquisition Corp. II and certain stockholders of Codere Online Luxembourg, S.A. and DD3 Acquisition Corp. II.

Exhibit 10.1 REGISTRATION RIGHTS AND LOCK-UP AGREEMENT THIS REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this ?Agreement?), dated as of November 30, 2021, is made and entered into by and among Codere Online Luxembourg, S.A., a public limited liability company (soci?t? anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 7 rue Robert St?mper, L-2557 Luxembourg,

Assignment, Assumption and Amendment Agreement, dated November 30, 2021, by and among DD3 Acquisition Corp. II, Codere Online Luxembourg, S.A. and Continental Stock Transfer & Trust Company.

Exhibit 10.2 ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT This Assignment, Assumption and Amendment Agreement (this ?Agreement?) is made as of November 30, 2021, by and among DD3 Acquisition Corp. II, a Delaware corporation, with offices at Pedregal 24, 3rd Floor, Interior 300, Colonia Molino del Rey, Del. Miguel Hidalgo, 11040 Mexico City, Mexico (the ?Company?), Codere Online Luxembourg, S.A.,

Amended and Restated Certificate of Incorporation of Codere Online U.S. Corp., dated as of November 30, 2021.

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CODERE ONLINE U.S. CORP. FIRST: The name of the corporation is Codere Online U.S. Corp. (the ?Corporation?). SECOND: The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such a

Expenses Reimbursement Letter, dated November 30, 2021, by and between Codere Newco, S.A.U., DD3 Sponsor Group, LLC, DD3 Acquisition Corp. II and Codere Online Luxembourg, S.A.

Exhibit 10.3 November 30, 2021 DD3 Acquisition Corp. II Pedregal 24, 3rd Floor, Interior 300 Colonia Molino del Rey, Del. Miguel Hidalgo 11040 Mexico City, Mexico Codere Online Luxembourg, S.A. 7 rue Robert St?mper, L-2557 Luxembourg, Grand Duchy of Luxembourg Ladies and Gentlemen: Reference is made to the business combination agreement (the ?Business Combination Agreement?) entered into as of Jun

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 30, 2021 Codere Online U.S. Corp. (Exact name of registrant as specified in its charter) Delaware 001-39767 85-3244031 (State or other jurisdiction of incorporation) (Commiss

US23318M1009 / DD3 Acquisition Corp II / DD3 Sponsor Group, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 – Exit Filing)* Codere Online U.S. Corp. (f/k/a DD3 Acquisition Corp. II) (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 23318M100 (CUSIP Number) Jorge Combe DD3 Sponsor Group, LLC Pedregal 24, 3rd Floor,

US23318M1009 / DD3 Acquisition Corp II / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

SC 13G 1 DDMXSC13G.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 DD3 ACQUISITION CORP. II (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 23318M100 (CUSIP Number) NOVEMBER 18, 2021 (Date of event which requires filing of this statement) Check the appropriate box to

DD3 Acquisition Corp. II Stockholders Approve Business Combination with Codere Online

Exhibit 99.1 DD3 Acquisition Corp. II Stockholders Approve Business Combination with Codere Online Madrid, Spain and Mexico City, Mexico November 19, 2021 ? DD3 Acquisition Corp. II (NASDAQ:DDMX) (?DD3?), a publicly traded special purpose acquisition company, announced today that at a special meeting of stockholders on November 18, 2021, its stockholders voted to approve its proposed business comb

DD3 Acquisition Corp. II Stockholders Approve Business Combination with Codere Online

Exhibit 99.1 DD3 Acquisition Corp. II Stockholders Approve Business Combination with Codere Online Madrid, Spain and Mexico City, Mexico November 19, 2021 ? DD3 Acquisition Corp. II (NASDAQ:DDMX) (?DD3?), a publicly traded special purpose acquisition company, announced today that at a special meeting of stockholders on November 18, 2021, its stockholders voted to approve its proposed business comb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 18, 2021 DD3 Acquisition

425 1 dd3acquisition2425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 18, 2021 DD3 Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-39767 85-3244031 (State or other jurisd

Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 18, 2021 DD3 Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-39767 85-3244031 (State or other jurisdiction of incorporation) (Commiss

US23318M1009 / DD3 Acquisition Corp II / Hartree Partners, LP - SCHEDULE 13G (AMENDMENT #2) Passive Investment

SC 13G/A 1 h111512a.htm SCHEDULE 13G (AMENDMENT #2) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G AMENDMENT NO. 2 Under the Securities Exchange Act of 1934 DD3 Acquisition Corp. II (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 23318M100 (CUSIP Number) 11/15/2021 (Date of Event which Requires Filing of this S

Codere Online Announces Nominations to its Board of Directors

425 1 dd3acquisition425.htm 425 Filed by DD3 Acquisition Corp. II 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 Companies: DD3 Acquisition Corp. II (Commission File No. 001-39767) Codere Online Luxembourg, S.A. (Commission File No. 333-258759) Codere Online Announces Nominations to its Board of Direc

Codere Online Announces Nominations to its Board of Directors

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 Announces Nominations to its Board of Directors ● Directors will be appointed in connection with the consumm

Q3 2021 Earnings Results November 10, 2021 Corporate presentation Disclaimer • This presentation (the "Presentation") has been prepared and is issued by, and is the sole responsibility of Codere, S . A . (“Codere" or "the Company") . For the purposes

425 1 dd3acquisition425.htm 425 Filed by DD3 Acquisition Corp. II 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 Companies: DD3 Acquisition Corp. II (Commission File No. 001-39767) Codere Online Luxembourg, S.A. (Commission File No. 333-258759) Q3 2021 Earnings Results November 10, 2021 Corporate pres

Codere Online MD Moshe Edree: Tighter gaming regulations will reduce international competition

425 1 dd3acquisition425.htm 425 Filed by DD3 Acquisition Corp. II 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 Companies: DD3 Acquisition Corp. II (Commission File No. 001-39767) Codere Online Luxembourg, S.A. (Commission File No. 333-258759) Codere Online MD Moshe Edree: Tighter gaming regulations

Codere Online Reports Financial Results for the Third Quarter Ended September 30, 2021

Filed by DD3 Acquisition Corp. II 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 Companies: DD3 Acquisition Corp. II (Commission File No. 001-39767) Codere Online Luxembourg, S.A. (Commission File No. 333-258759) Codere Online Reports Financial Results for the Third Quarter Ended September 30, 2021 ●

Filed by Codere Online Luxembourg, S.A.

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 Q3 2021 Earnings Results November 10, 2021 Corporate presentation Disclaimer • This presentation (the "Presentation") has

9 M 20 21 Earn i n g s Res u lt s 1 9M 2021 Earnings Results November 10, 2021 9 M 20 21 Earn i n g s Res u lt s 2 Table of Contents Accounting Implications from the Financial Restructuring ........................................... 3 Financial and

425 1 codereonline425.htm 425 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 9 M 20 21 Earn i n g s Res u lt s 1 9M 2021 Earnings Results November 10, 2021 9 M 20 21 Ear

Codere S.A. (Parent company of Codere Online Luxembourg, S.A.) CONFERENCE CALL RESULTS FOR THE QUARTER ENDED September 30, 2021 November 10, 2021

Filed by DD3 Acquisition Corp. II 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 Companies: DD3 Acquisition Corp. II (Commission File No. 001-39767) Codere Online Luxembourg, S.A. (Commission File No. 333-258759) Codere S.A. (Parent company of Codere Online Luxembourg, S.A.) CONFERENCE CALL RESULTS FO

Codere S.A. (Parent company of Codere Online Luxembourg, S.A.) CONFERENCE CALL RESULTS FOR THE QUARTER ENDED September 30, 2021 November 10, 2021

425 1 codereonline425.htm 425 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 S.A. (Parent company of Codere Online Luxembourg, S.A.) CONFERENCE CALL RESULTS FOR T

Codere Online MD Moshe Edree: Tighter gaming regulations will reduce international competition

425 1 codereonline425.htm 425 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 MD Moshe Edree: Tighter gaming regulations will reduce international competiti

Codere Online Reports Financial Results for the Third Quarter Ended September 30, 2021

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 Reports Financial Results for the Third Quarter Ended September 30, 2021 ? Total net gaming revenue was ?20.

9 M 20 21 Earn i n g s Res u lt s 1 9M 2021 Earnings Results November 10, 2021 9 M 20 21 Earn i n g s Res u lt s 2 Table of Contents Accounting Implications from the Financial Restructuring ........................................... 3 Financial and

425 1 dd3acquisition425.htm 425 Filed by DD3 Acquisition Corp. II 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 Companies: DD3 Acquisition Corp. II (Commission File No. 001-39767) Codere Online Luxembourg, S.A. (Commission File No. 333-258759) 9 M 20 21 Earn i n g s Res u lt s 1 9M 2021 Earnings Resu

Martin Werner of DD3 Capital Appears on the “Yet Another Value” YouTube Channel to Discuss the combination of Codere Online and DD3 Acquisition Corp. II November 4, 2021

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 Martin Werner of DD3 Capital Appears on the ?Yet Another Value? YouTube Channel to Discuss the combination of Codere Onlin

Codere Online is Named Casino Operator of the Year at the SBC Awards Latinoamérica 2021

425 1 dd3acquisition2425.htm 425 Filed by DD3 Acquisition Corp. II 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 Companies: DD3 Acquisition Corp. II (Commission File No. 001-39767) Codere Online Luxembourg, S.A. (Commission File No. 333-258759) Codere Online is Named Casino Operator of the Year at th

Martin Werner of DD3 Capital Appears on the “Yet Another Value” YouTube Channel to Discuss the combination of Codere Online and DD3 Acquisition Corp. II November 4, 2021

425 1 dd3acquisition2-tr425.htm 425 Filed by DD3 Acquisition Corp. II 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 Companies: DD3 Acquisition Corp. II (Commission File No. 001-39767) Codere Online Luxembourg, S.A. (Commission File No. 333-258759) Martin Werner of DD3 Capital Appears on the “Yet Anot

Codere Online is Named Casino Operator of the Year at the SBC Awards Latinoamérica 2021

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, Mex

Codere Online and DD3 Acquisition Corp. II Featured on Boardroom Alpha “Know Who Drives Return” Interview Series Season 1 Episode 13 - Codere Online and the Gaming / Betting Landscape in LatAm with Martin Werner, CEO of DD3 Acquisition Corp II and Mo

425 1 codereonline425.htm 425 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 and DD3 Acquisition Corp. II Featured on Boardroom Alpha “Know Who Drives Retu

Codere Online and DD3 Acquisition Corp. II Featured on Boardroom Alpha “Know Who Drives Return” Interview Series Season 1 Episode 13 - Codere Online and the Gaming / Betting Landscape in LatAm with Martin Werner, CEO of DD3 Acquisition Corp II and Mo

Filed by DD3 Acquisition Corp. II 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 Companies: DD3 Acquisition Corp. II (Commission File No. 001-39767) Codere Online Luxembourg, S.A. (Commission File No. 333-258759) Codere Online and DD3 Acquisition Corp. II Featured on Boardroom Alpha “Know Who Drives R

Codere Online and DD3 Acquisition Corp. II Appear on Boardroom Alpha’s “Know Who Drives Return” Podcast

425 1 codereonline425.htm 425 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 and DD3 Acquisition Corp. II Appear on Boardroom Alpha’s “Know Who Drives Retu

Codere Online and DD3 Acquisition Corp. II Appear on Boardroom Alpha’s “Know Who Drives Return” Podcast

425 1 dd3acquisition2425.htm 425 Filed by DD3 Acquisition Corp. II 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 Companies: DD3 Acquisition Corp. II (Commission File No. 001-39767) Codere Online Luxembourg, S.A. (Commission File No. 333-258759) Codere Online and DD3 Acquisition Corp. II Appear on Boa

Codere Online and DD3 Acquisition Corp. II Featured on Seeking Alpha CEO Interviews Series

425 1 dd3acquisition2425.htm 425 Filed by DD3 Acquisition Corp. II 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 Companies: DD3 Acquisition Corp. II (Commission File No. 001-39767) Codere Online Luxembourg, S.A. (Commission File No. 333-258759) Codere Online and DD3 Acquisition Corp. II Featured on S

Codere Online and DD3 Acquisition Corp. II Featured on Seeking Alpha CEO Interviews Series

425 1 codereonline425.htm 425 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 and DD3 Acquisition Corp. II Featured on Seeking Alpha CEO Interviews Series M

Seeking Alpha CEO Interview Series with Martin Werner and Moshe Edree October 27, 2021

Filed by DD3 Acquisition Corp. II 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 Companies: DD3 Acquisition Corp. II (Commission File No. 001-39767) Codere Online Luxembourg, S.A. (Commission File No. 333-258759) Seeking Alpha CEO Interview Series with Martin Werner and Moshe Edree October 27, 2021 ht

Seeking Alpha CEO Interview Series with Martin Werner and Moshe Edree October 27, 2021

425 1 codereonline425.htm 425 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 Seeking Alpha CEO Interview Series with Martin Werner and Moshe Edree October 27, 2021 https

Codere Online Announces Effectiveness of Registration Statement in Connection with Proposed Business Combination with DD3 Acquisition Corp. II

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 Announces Effectiveness of Registration Statement in Connection with Proposed Business Combination with DD3

Codere Online Announces Effectiveness of Registration Statement in Connection with Proposed Business Combination with DD3 Acquisition Corp. II

Filed by DD3 Acquisition Corp. II 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 Companies: DD3 Acquisition Corp. II (Commission File No. 001-39767) Codere Online Luxembourg, S.A. (Commission File No. 333-258759) Codere Online Announces Effectiveness of Registration Statement in Connection with Propos

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFM14A 1 dd3acquisition2defm14a.htm DEFM14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission On

IPO Edge Fireside Chat with Martin Werner (DD3 Acquisition Corp. II) and Moshe Edree (Codere Online) October 14, 2021 Replay Link

425 1 dd3acquisitioncorp2425.htm 425 Filed by DD3 Acquisition Corp. II 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 Companies: DD3 Acquisition Corp. II (Commission File No. 001-39767) Codere Online Luxembourg, S.A. (Commission File No. 333-258759) IPO Edge Fireside Chat with Martin Werner (DD3 Acqui

IPO Edge Fireside Chat with Martin Werner (DD3 Acquisition Corp. II) and Moshe Edree (Codere Online) October 14, 2021 Replay Link

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 IPO Edge Fireside Chat with Martin Werner (DD3 Acquisition Corp. II) and Moshe Edree (Codere Online) October 14, 2021 Repl

Codere to become Real Madrid’s Official Bookmaker for five seasons

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 Press release Codere to become Real Madrid’s Official Bookmaker for five seasons ● Sponsorship agreement extended through

Codere Online Announces Filing of Amendment No. 1 to its previously filed Registration Statement on Form F-4 in Connection with Its Proposed Business Combination with DD3 Acquisition Corp. II

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 Announces Filing of Amendment No. 1 to its previously filed Registration Statement on Form F-4 in Connection

Codere Online Announces Filing of Amendment No. 1 to its previously filed Registration Statement on Form F-4 in Connection with Its Proposed Business Combination with DD3 Acquisition Corp. II

Filed by DD3 Acquisition Corp. II 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 Companies: DD3 Acquisition Corp. II (Commission File No. 001-39767) Codere Online Luxembourg, S.A. (Commission File No. 333-258759) Codere Online Announces Filing of Amendment No. 1 to its previously filed Registration St

1 Codere Online Investor Presentation October 2021 2 Disclaimer This presentation (this “Presentation”), its contents and any information provided during the meeting to present this documen t a re for discussion purposes only, and must not be relied

425 1 dd3acquisition2425.htm 425 Filed by DD3 Acquisition Corp. II 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 Companies: DD3 Acquisition Corp. II (Commission File No. 001-39767) Codere Online Luxembourg, S.A. (Commission File No. 333-258759) 1 Codere Online Investor Presentation October 2021 2 Dis

1 Codere Online Investor Presentation October 2021 2 Disclaimer This presentation (this “Presentation”), its contents and any information provided during the meeting to present this documen t a re for discussion purposes only, and must not be relied

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 1 Codere Online Investor Presentation October 2021 2 Disclaimer This presentation (this ?Presentation?), its contents and

Codere Online Reports Financial Results for the Second Quarter Ended June 30, 2021

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 Reports Financial Results for the Second Quarter Ended June 30, 2021 ? Total net gaming revenue was ?21.0 mm

Codere Online Reports Financial Results for the Second Quarter Ended June 30, 2021

425 1 dd3acquisition2425.htm 425 Filed by DD3 Acquisition Corp. II 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 Companies: DD3 Acquisition Corp. II (Commission File No. 001-39767) Codere Online Luxembourg, S.A. (Commission File No. 333-258759) Codere Online Reports Financial Results for the Second Q

DD3 Acquisition Corp II / Hartree Partners, LP - SCHEDULE 13G (AMENDMENT NO. 1) Passive Investment

SC 13G/A 1 d092721a.htm SCHEDULE 13G (AMENDMENT NO. 1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G AMENDMENT NO. 1 Under the Securities Exchange Act of 1934 DD3 Acquisition Corp. II (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 23318M100 (CUSIP Number) 2/3/20211 (Date of Event which Requires Filing of this

CONFERENCE CALL RESULTS FOR THE QUARTER ENDED June 30, 2021 September 1, 2021

425 1 codereonline425.htm 425 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 CONFERENCE CALL RESULTS FOR THE QUARTER ENDED June 30, 2021 Madrid September 1, 2021 1 ANGEL

Q2 2021 Earnings Results September 1, 2021 Corporate presentation Disclaimer • This presentation (the "Presentation") has been prepared and is issued by, and is the sole responsibility of Codere, S . A . (“Codere" or "the Company") . For the purposes

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 Q2 2021 Earnings Results September 1, 2021 Corporate presentation Disclaimer ? This presentation (the "Presentation") has

Filed by Codere Online Luxembourg, S.A.

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39767 DD3 ACQUIS

Codere Online Announces Filing of Registration Statement on Form F-4 in Connection with Its Proposed Business Combination with DD3 Acquisition Corp. II

Filed by DD3 Acquisition Corp. II 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 Companies: DD3 Acquisition Corp. II (Commission File No. 001-39767) Codere Online Luxembourg, S.A. (Commission File No. 333-258759) Codere Online Announces Filing of Registration Statement on Form F-4 in Connection with I

Codere Online Announces Filing of Registration Statement on Form F-4 in Connection with Its Proposed Business Combination with DD3 Acquisition Corp. II

425 1 codereonline425.htm 425 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 Codere Online Announces Filing of Registration Statement on Form F-4 in Connection with Its Proposed Business Combination

Interview with Martin Werner on Benzinga SPACs Attack June 30, 2021

Filed by DD3 Acquisition Corp. II 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 Companies: DD3 Acquisition Corp. II (Commission File No. 001-39767) Codere Online Luxembourg, S.A. Interview with Martin Werner on Benzinga SPACs Attack June 30, 2021 Participants: Martin Werner, Chairman and Chief Execut

DD3 Acquisition Corp. II and Codere Online Management – Prepared Remarks Conference Call, June 14, 2021

425 1 dp152936425.htm FORM 425 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 Date: June 22, 2021 DD3 Acquisition Corp. II and Codere Online Management – Prepared Remarks Conference Call, June 14, 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.

Exhibit 10.2 CODERE NEWCO, S.A.U. AND CODERE ONLINE LUXEMBOURG, S.A. CONTRIBUTION AND EXCHANGE AGREEMENT For the contribution of shares OF Servicios de Juego Online, S.A.U. by CODERE NEWCO, S.A.U. TO CODERE ONLINE LUXEMBOURG, S.A. 1. DEFINITIONS 4 2. CAPITALISATION 5 3. CONTRIBUTION AMOUNT 6 4. REPRESENTATION AND WARRANTIES 6 5. COMPLETION 8 6. VARIATION, ASSIGNMENT 9 7. SEVERABILITY 9 8. NOTICES

Codere Online to Become the First Publicly-Listed Online Gaming Operator in Latin America Via Business Combination with DD3 Acquisition Corp. II

Exhibit 99.1 Codere Online to Become the First Publicly-Listed Online Gaming Operator in Latin America Via Business Combination with DD3 Acquisition Corp. II ? DD3 Acquisition Corp. II (Nasdaq: DDMX, ?DD3?) has entered into a definitive business combination agreement with Codere Online ? Codere Online launched in 2014 as a part of the international gaming operator Codere Group, offering online spo

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.

Exhibit 10.1 INVESTOR SUPPORT AGREEMENT INVESTOR SUPPORT AGREEMENT, dated as of June 21, 2021 (this ?Agreement?), by and among DD3 Acquisition Corp. II, a Delaware corporation (?DD3?), and the stockholders of DD3 whose names appear on the signature page of this Agreement (collectively, the ?Investors?). WHEREAS, DD3, Codere Newco, S.A.U., a corporation (sociedad an?nima unipersonal) registered and

DD3 Acquisition Corp II and Codere Online to Host Investor Presentation Today at 8:30 am ET Codere Online to Become the First Publicly-Listed Online Gaming Operator in Latin America Via Business Combination with DD3 Acquisition Corp. II

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 Date: June 22, 2021 DD3 Acquisition Corp II and Codere Online to Host Investor Presentation Today at 8:30 am ET Codere Online to Become the First Publi

Form of Subscription Agreement.

Exhibit 10.3 SUBSCRIPTION AGREEMENT DD3 Acquisition Corp. II Pedregal 24, 3rd Floor, Interior 300 Colonia Molino del Rey, Del. Miguel Hidalgo 11040 Mexico City, Mexico Codere Online Luxembourg, S.A. 7 rue Robert St?mper L-2557 Luxembourg Ladies and Gentlemen: In connection with the proposed business combination among DD3 Acquisition Corp. II, a Delaware corporation (the ?Company?), Codere Online L

DD3 Acquisition Corp. II and Codere Online Management Prepared Remarks Conference Call June 14, 2021

Exhibit 99.2 DD3 Acquisition Corp. II and Codere Online Management Prepared Remarks Conference Call June 14, 2021 DD3 Acquisition Corp. II and Codere Online Management ? Prepared Remarks Conference Call, June 14, 2021 C O R P O R A T E P A R T I C I P A N T S Martin Werner, Co-Founding Partner, DD3 Capital Partners Moshe Edree, Managing Director, Codere Online Oscar Iglesias, Chief Financial Offic

Amendment No. 1 to Forward Purchase Agreement, dated as of June 21, 2021, by and among the Company, Baron Global Advantage Fund, Baron Emerging Markets Fund and Destinations International Equity Fund (1)

EX-10.6 6 dd3acquisitioncorp2ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 AMENDMENT NO. 1 TO FORWARD PURCHASE AGREEMENT This Amendment No. 1, dated as of June 21, 2021 (this “Amendment”), amends the Forward Purchase Agreement, dated as of November 17, 2020 (the “Agreement”), between DD3 Acquisition Corp. II, a Delaware corporation (the “Company”) and Baron Global Advantage Fund, Baron Emerging Markets Fun

Codere Online to Become the First Publicly-Listed Online Gaming Operator in Latin America Via Business Combination with DD3 Acquisition Corp. II

Exhibit 99.1 Codere Online to Become the First Publicly-Listed Online Gaming Operator in Latin America Via Business Combination with DD3 Acquisition Corp. II ? DD3 Acquisition Corp. II (Nasdaq: DDMX, ?DD3?) has entered into a definitive business combination agreement with Codere Online ? Codere Online launched in 2014 as a part of the international gaming operator Codere Group, offering online spo

Business Combination Agreement, dated as of June 21, 2021, by and among the Company, Codere Newco, S.A.U., Servicios de Juego Online S.A.U., Codere Online Luxembourg, S.A. and Codere Online U.S. Corp. (1)

Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT 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. Dated as of June 21, 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 4 Section 1.01 Certain Definitions 4 Section 1.02 Further Definitions 20 Section 1.03 Construction 24 ARTICLE II P

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.

Exhibit 10.7 AMENDMENT NO. 1 TO FORWARD PURCHASE AGREEMENT This Amendment No. 1, dated as of June 21, 2021 (this ?Amendment?), amends the Forward Purchase Agreement, dated as of November 19, 2020 (the ?Agreement?), between DD3 Acquisition Corp. II, a Delaware corporation (the ?Company?) and MG Partners Multi-Strategy Fund LP, an Ontario limited partnership (the ?Purchaser?). Unless otherwise defin

Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 22, 2021 DD3 Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-39767 85-3244031 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 22, 2021 DD3 Acquisition Cor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 22, 2021 DD3 Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-39767 85-3244031 (State or other jurisdiction of incorporation) (Commission

DD3 Acquisition Corp II and Codere Online to Host Investor Presentation Today at 8:30 am ET Codere Online to Become the First Publicly-Listed Online Gaming Operator in Latin America Via Business Combination with DD3 Acquisition Corp. II

Exhibit 99.1 DD3 Acquisition Corp II and Codere Online to Host Investor Presentation Today at 8:30 am ET Codere Online to Become the First Publicly-Listed Online Gaming Operator in Latin America Via Business Combination with DD3 Acquisition Corp. II Madrid, Spain and Mexico City, Mexico June 22, 2021 ? Codere Online (?Codere?, or the ?Company?) and DD3 Acquisition Corp II (NASDAQ:DDMX) (?DD3?), a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 21, 2021 DD3 Acquisition Cor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 21, 2021 DD3 Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-39767 85-3244031 (State or other jurisdiction of incorporation) (Commission

Unregistered Sales of Equity Securities, Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 21, 2021 DD3 Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-39767 85-3244031 (State or other jurisdiction of incorporation) (Commission

Amendment No. 1 to Forward Purchase Agreement, dated as of June 21, 2021, by and between the Company and MG Partners Multi-Strategy Fund LP (1)

Exhibit 10.7 AMENDMENT NO. 1 TO FORWARD PURCHASE AGREEMENT This Amendment No. 1, dated as of June 21, 2021 (this ?Amendment?), amends the Forward Purchase Agreement, dated as of November 19, 2020 (the ?Agreement?), between DD3 Acquisition Corp. II, a Delaware corporation (the ?Company?) and MG Partners Multi-Strategy Fund LP, an Ontario limited partnership (the ?Purchaser?). Unless otherwise defin

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.

Exhibit 10.2 CODERE NEWCO, S.A.U. AND CODERE ONLINE LUXEMBOURG, S.A. CONTRIBUTION AND EXCHANGE AGREEMENT For the contribution of shares OF Servicios de Juego Online, S.A.U. by CODERE NEWCO, S.A.U. TO CODERE ONLINE LUXEMBOURG, S.A. 1. DEFINITIONS 4 2. CAPITALISATION 5 3. CONTRIBUTION AMOUNT 6 4. REPRESENTATION AND WARRANTIES 6 5. COMPLETION 8 6. VARIATION, ASSIGNMENT 9 7. SEVERABILITY 9 8. NOTICES

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.

Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT 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. Dated as of June 21, 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 4 Section 1.01 Certain Definitions 4 Section 1.02 Further Definitions 20 Section 1.03 Construction 24 ARTICLE II P

DD3 Acquisition Corp. II and Codere Online Management Prepared Remarks Conference Call June 14, 2021

Exhibit 99.2 DD3 Acquisition Corp. II and Codere Online Management Prepared Remarks Conference Call June 14, 2021 DD3 Acquisition Corp. II and Codere Online Management ? Prepared Remarks Conference Call, June 14, 2021 C O R P O R A T E P A R T I C I P A N T S Martin Werner, Co-Founding Partner, DD3 Capital Partners Moshe Edree, Managing Director, Codere Online Oscar Iglesias, Chief Financial Offic

Form of Investor Presentation.

Exhibit 99.2

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.

Exhibit 10.6 AMENDMENT NO. 1 TO FORWARD PURCHASE AGREEMENT This Amendment No. 1, dated as of June 21, 2021 (this ?Amendment?), amends the Forward Purchase Agreement, dated as of November 17, 2020 (the ?Agreement?), between DD3 Acquisition Corp. II, a Delaware corporation (the ?Company?) and Baron Global Advantage Fund, Baron Emerging Markets Fund and Destinations International Equity Fund (each, a

DD3 Acquisition Corp II and Codere Online to Host Investor Presentation Today at 8:30 am ET Codere Online to Become the First Publicly-Listed Online Gaming Operator in Latin America Via Business Combination with DD3 Acquisition Corp. II

Exhibit 99.1 DD3 Acquisition Corp II and Codere Online to Host Investor Presentation Today at 8:30 am ET Codere Online to Become the First Publicly-Listed Online Gaming Operator in Latin America Via Business Combination with DD3 Acquisition Corp. II Madrid, Spain and Mexico City, Mexico June 22, 2021 ? Codere Online (?Codere?, or the ?Company?) and DD3 Acquisition Corp II (NASDAQ:DDMX) (?DD3?), a

Codere Online to Become the First Publicly-Listed Online Gaming Operator in Latin America Via Business Combination with DD3 Acquisition Corp. II

425 1 dp152934425.htm FORM 425 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 Date: June 22, 2021 Codere Online to Become the First Publicly-Listed Online Gaming Operator in Latin America Via Busine

Filed by Codere Online Luxembourg, S.A.

425 1 dp152945425.htm FORM 425 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 Date: June 22, 2021 1 Codere Online Investor Presentation June 2021 2 Disclaimer This presentation (this “Presentation”)

Investor Support Agreement, dated as of June 21, 2021, by and among the Company, Baron Global Advantage Fund, Baron Emerging Markets Fund and Destinations International Equity Fund (1)

Exhibit 10.1 INVESTOR SUPPORT AGREEMENT INVESTOR SUPPORT AGREEMENT, dated as of June 21, 2021 (this ?Agreement?), by and among DD3 Acquisition Corp. II, a Delaware corporation (?DD3?), and the stockholders of DD3 whose names appear on the signature page of this Agreement (collectively, the ?Investors?). WHEREAS, DD3, Codere Newco, S.A.U., a corporation (sociedad an?nima unipersonal) registered and

Form of Investor Presentation.

Exhibit 99.2

Form of Subscription Agreement (1)

EX-10.3 5 dd3acquisitioncorp2ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 SUBSCRIPTION AGREEMENT DD3 Acquisition Corp. II Pedregal 24, 3rd Floor, Interior 300 Colonia Molino del Rey, Del. Miguel Hidalgo 11040 Mexico City, Mexico Codere Online Luxembourg, S.A. 7 rue Robert Stümper L-2557 Luxembourg Ladies and Gentlemen: In connection with the proposed business combination among DD3 Acquisition Corp. II, a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT P

10-Q 1 f10q0321dd3acquisition2.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 28, 2021 DD3 Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-39767 85-3244031 (State or other jurisdiction of incorporation) (Commission F

DD3 Acquisition Corp. II Receives Expected Notice from Nasdaq Regarding Delayed Quarterly Report

Exhibit 99.1 DD3 Acquisition Corp. II Receives Expected Notice from Nasdaq Regarding Delayed Quarterly Report Mexico City, Mexico, June 3, 2021 ? DD3 Acquisition Corp. II (Nasdaq: DDMX) (the ?Company?) today announced that it received a notice (the ?Notice?) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (?Nasdaq?) indicating that the Company is not in compliance with Na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Perio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39767 DD3 AC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* DD3 Acquisition Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 23318M209 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to desi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ___)*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* DD3 Acquisition Corp II (Name of Issuer) Class A Common Stock (Title of Class of Securities) 23318M100 (CUSIP Number) 28 January 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

JOINT FILING AGREEMENT

EXHIBIT 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.

POWER OF ATTORNEY

EXHIBIT 2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, Michael Edward Platt, hereby make, constitute and appoint Steven Pariente, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as principal of, or in other capacities with, BlueCrest Capital Management Limited, a company organized under the

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 26, 2021 DD3 Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39767 (Commission File Num

DD3 Acquisition Corp. II Announces the Separate Trading of Its Class A Common Stock and Warrants Commencing on or About January 27, 2021

Exhibit 99.1 DD3 Acquisition Corp. II Announces the Separate Trading of Its Class A Common Stock and Warrants Commencing on or About January 27, 2021 Mexico City, Mexico, January 26, 2021 — DD3 Acquisition Corp. II (the “Company”), today announced that holders of the units sold in the Company’s initial public offering of 12,500,000 units completed on December 10, 2020 (the “offering”) may elect to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 DD3 Acquisition Corp. II (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 23318M209 (CUSIP Number) 12/22/20201 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

Joint Filing Agreement, dated as of December 21, 2020, among the Reporting Persons.*

Exhibit 7 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* DD3 Acquisition Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 23318M100 (CUSIP Number) Martin Werner, Chief Executive Officer DD3 Acquisition Corp. II Pedregal 24, 3rd Floor, Interior 300 Coloni

Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 10, 2020 DD3 Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39767 (Commission File Nu

INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 INDEX TO FINANCIAL STATEMENT Page Audited Financial Statements of DD3 Acquisition Corp. II: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of December 10, 2020 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of DD3 Acquisition Corp. II Opinion on the Financial

Subscription Agreement for Private Units, dated December 7, 2020, between the Company and MG Partners Multi-Strategy Fund LP

Exhibit 10.7 December 7, 2020 DD3 Acquisition Corp. II Pedregal 24, 3rd Floor, Interior 300 Colonia Molino del Rey, Del. Miguel Hidalgo 11040 Mexico City, Mexico Ladies and Gentlemen: DD3 Acquisition Corp. II (the “Company”), a blank check company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other s

DD3 Acquisition Corp. II Announces Pricing of Upsized $110 Million Initial Public Offering

Exhibit 99.1 DD3 Acquisition Corp. II Announces Pricing of Upsized $110 Million Initial Public Offering Mexico City, Mexico, December 7, 2020 — DD3 Acquisition Corp. II (the “Company”), today announced the pricing of its initial public offering of 11,000,000 units upsized from 10,000,000 units at a price of $10.00 per unit. The units are expected to be listed on the Nasdaq Capital Market and trade

Warrant Agreement, dated December 7, 2020, between the Company and Continental Stock Transfer & Trust Company

Exhibit 4.1 WARRANT AGREEMENT This agreement (“Agreement”) is made as of December 7, 2020 between DD3 Acquisition Corp. II, a Delaware corporation, with offices at Pedregal 24, 3rd Floor, Interior 300, Colonia Molino del Rey, Del. Miguel Hidalgo, 11040 Mexico City, Mexico (“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 3

Amended and Restated Certificate of Incorporation of the Company (1)

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DD3 Acquisition Corp. II December 7, 2020 DD3 Acquisition Corp. II, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “DD3 Acquisition Corp. II”. The original certificate of incorporation of the Corporation was filed with

Stock Escrow Agreement, dated December 7, 2020, among the Company, Continental Stock Transfer & Trust Company and certain securityholders

Exhibit 10.4 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of December 7, 2020 (“Agreement”), by and among DD3 Acquisition Corp. II, a Delaware corporation (“Company”), DD3 Sponsor Group, LLC, a Delaware limited liability company (the “Sponsor”), the stockholders of the Company listed on Exhibit A hereto (together with Sponsor and any permitted transferee of the Sponsor or such stockhold

Registration Rights Agreement, dated December 7, 2020, among the Company, DD3 Sponsor Group, LLC and certain securityholders

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 7th day of December, 2020, by and among DD3 Acquisition Corp. II, a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”). WHEREAS, the Investors and the Com

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 7, 2020 DD3 Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39767 (Commission File Num

Letter Agreement, dated December 7, 2020, among the Company, DD3 Sponsor Group, LLC, MG Partners Multi-Strategy Fund LP and each of the officers, directors and initial stockholders of the Company

Exhibit 10.1 December 7, 2020 DD3 Acquisition Corp. II Pedregal 24, 3rd Floor, Interior 300 Colonia Molino del Rey, Del. Miguel Hidalgo 11040 Mexico City, Mexico EarlyBirdCapital, Inc. 366 Madison Ave., 8th Floor New York, NY 10017 Re: Initial Public Offering Ladies and Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) ent

Underwriting Agreement, dated December 7, 2020, between the Company and EarlyBirdCapital, Inc.

Exhibit 1.1 11,000,000 Units DD3 ACQUISITION CORP. II UNDERWRITING AGREEMENT New York, New York December 7, 2020 EarlyBirdCapital, Inc. 366 Madison Avenue New York, New York 10017 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: DD3 Acquisition Corp. II, a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Rep

Subscription Agreement for Private Units, dated November 17, 2020, among the Company, Baron Global Advantage Fund, Baron Emerging Markets Fund and Destinations International Equity Fund

Exhibit 10.8 November 17, 2020 DD3 Acquisition Corp. II Pedregal 24, 3rd Floor, Interior 300 Colonia Molino del Rey, Del. Miguel Hidalgo 11040 Mexico City, Mexico Ladies and Gentlemen: DD3 Acquisition Corp. II (the “Company”), a blank check company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other

Investment Management Trust Agreement, dated December 7, 2020, between the Company and Continental Stock Transfer & Trust Company

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of December 7, 2020 by and between DD3 Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333-250212 (“Registration Statement”) for its initial public offering of securities (“IPO”) has been declared effective

Subscription Agreement for Private Units, dated December 7, 2020, between the Company and DD3 Sponsor Group, LLC

Exhibit 10.6 December 7, 2020 DD3 Acquisition Corp. II Pedregal 24, 3rd Floor, Interior 300 Colonia Molino del Rey, Del. Miguel Hidalgo 11040 Mexico City, Mexico Ladies and Gentlemen: DD3 Acquisition Corp. II (the “Company”), a blank check company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other s

Business Combination Marketing Agreement, dated December 7, 2020, between the Company and EarlyBirdCapital, Inc.

Exhibit 1.2 EARLYBIRDCAPITAL, INC. 366 Madison Avenue New York, New York 10017 December 7, 2020 DD3 Acquisition Corp. II Pedregal 24, 3rd Floor, Interior 300 Colonia Molino del Rey, Del. Miguel Hidalgo 11040 Mexico City, Mexico Attn: Martin Werner, Chief Executive Officer Ladies and Gentlemen: This is to confirm our agreement (this “Agreement”) whereby DD3 Acquisition Corp. II, a Delaware corporat

Administrative Services Agreement, dated December 7, 2020, between the Company and DD3 Sponsor Group, LLC

Exhibit 10.5 DD3 ACQUISITION CORP. II Pedregal 24, 3rd Floor, Interior 300 Colonia Molino del Rey, Del. Miguel Hidalgo 11040 Mexico City, Mexico December 7, 2020 DD3 Sponsor Group, LLC Pedregal 24, 3rd Floor, Interior 300 Colonia Molino del Rey, Del. Miguel Hidalgo 11040 Mexico City, Mexico Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Ef

$110,000,000 DD3 Acquisition Corp. II 11,000,000 Units

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-250212 and 333-251190 PROSPECTUS $110,000,000 DD3 Acquisition Corp. II 11,000,000 Units DD3 Acquisition Corp. II is a blank check company 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

$110,000,000 DD3 Acquisition Corp. II 11,000,000 Units

424B4 1 dd3acqcorpii424b4.htm 424B4 TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-250212 and 333-251190 PROSPECTUS $110,000,000 DD3 Acquisition Corp. II 11,000,000 Units DD3 Acquisition Corp. II is a blank check company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other si

- S-1MEF

S-1MEF 1 dd3acqcorpiis1mef.htm S-1MEF As filed with the Securities and Exchange Commission on December 8, 2020 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DD3 ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 6770 85-3244031 (State or other jurisdict

- 8-A12B

8-A12B 1 dd3acquisitioncorpii8a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 dd3 acquisition Corp. ii (Exact name of registrant as specified in its charter) Delaware 85-3244031 (State or other jurisdiction of incorporation or or

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EARLYBIRDCAPITAL, INC. 366 Madison Avenue | 8th Floor New York, NY 10017 December 3, 2020 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3628 Re: DD3 Acquisition Corp. II Registration Statement on Form S-1 Registration No. 333-250212 Gentlemen: In connection with the Registration Statement on Form S-1 of DD3 Acquisition C

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CORRESP 1 filename1.htm DD3 Acquisition corp. ii Pedregal 24, 3rd Floor, Interior 300 Colonia Molino del Rey, Del. Miguel Hidalgo 11040 Mexico City, Mexico December 3, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Irene Barberena-Meissner Re: DD3 Acquisition Corp. II Registration Statement on Fo

Form of Underwriting Agreement.**

Exhibit 1.1 10,000,000 Units DD3 ACQUISITION CORP. II UNDERWRITING AGREEMENT New York, New York , 2020 EarlyBirdCapital, Inc. 366 Madison Avenue New York, New York 10017 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: DD3 Acquisition Corp. II, a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representativ

- S-1/A

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 1, 2020 Registration No.

Form of Business Combination Marketing Agreement.**

Exhibit 1.2 EARLYBIRDCAPITAL, INC. 366 Madison Avenue New York, New York 10017 , 2020 DD3 Acquisition Corp. II Pedregal 24, 3rd Floor, Interior 300 Colonia Molino del Rey, Del. Miguel Hidalgo 11040 Mexico City, Mexico Attn: Martin Werner, Chief Executive Officer Ladies and Gentlemen: This is to confirm our agreement (this “Agreement”) whereby DD3 Acquisition Corp. II, a Delaware corporation (“Comp

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CORRESP 1 filename1.htm Jason T. Simon, Esq. Tel 703.749.1386 Fax 703.714.8386 [email protected] December 1, 2020 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Irene Barberena-Meissner Re: DD3 Acquisition Corp. II Registration Statement on Form S-1 Filed November 19, 2020 File No. 333-250212 Dear Ms. Barberena-Mei

Consent of Pedro Solís Cámara.

Exhibit 99.6 Consent of Director Nominee DD3 Acquisition Corp. II Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of DD3 Acquisition Corp. II (the “Company”), the undersigned hereby consents to being named and described as a director nominee

Specimen Unit Certificate

Exhibit 4.1 NUMBER U- UNITS SEE REVERSE FOR CERTAIN DEFINITIONS DD3 ACQUISITION CORP. II CUSIP [●] UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE WARRANT THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, par value $0.0001 per share (“Common Stock”), of DD3 Acquisition Corp. II, a Delaware corporation (the “Co

Compensation Committee Charter

Exhibit 99.2 COMPENSATION COMMITTEE CHARTER OF DD3 acquisition corp. II I. PURPOSES The Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of DD3 Acquisition Corp. II (the “Company”) for the purposes of, among other things, (a) discharging the Board’s responsibilities relating to the compensation of the Company’s chief executive officer (the “CEO”) and ot

Audit Committee Charter

Exhibit 99.1 AUDIT COMMITTEE CHARTER of dd3 acquisition corp. ii I. Purpose The purposes of the Audit Committee (the “Audit Committee”) of the Board of Directors (“Board”) of DD3 Acquisition Corp. II (the “Company”) are to assist the Board in monitoring: (1) the integrity of the annual, quarterly, and other financial statements of the Company, (2) the independent auditor’s qualifications and indep

Code of Ethics in effect prior to Closing of the Codere Business Combination

Exhibit 14 CODE OF ETHICS OF DD3 ACQUISITION CORP. II 1. Introduction The Board of Directors of DD3 Acquisition Corp. II (the “Company”) has adopted this code of ethics (the “Code”), which is applicable to all directors, officers and employees of the Company, with the intent to: · promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between

Form of Stock Escrow Agreement among the Registrant, Continental Stock Transfer & Trust Company and certain security holders.

Exhibit 10.6 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of [●], 2020 (“Agreement”), by and among DD3 Acquisition Corp. II, a Delaware corporation (“Company”), DD3 Sponsor Group, LLC, a Delaware limited liability company (the “Sponsor”), the stockholders of the Company listed on Exhibit A hereto (together with Sponsor and any permitted transferee of the Sponsor or such stockholders aft

Form of Registration Rights Agreement among the Registrant and certain security holders.

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [●] day of [●], 2020, by and among DD3 Acquisition Corp. II, a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”). WHEREAS, the Investors and the Company

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.4 WARRANT AGREEMENT This agreement (“Agreement”) is made as of [●], 2020 between DD3 Acquisition Corp. II, a Delaware corporation, with offices at Pedregal 24, 3rd Floor, Interior 300, Colonia Molino del Rey, Del. Miguel Hidalgo, 11040 Mexico City, Mexico (“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Flo

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).

Exhibit 10.12 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this “Agreement”) is entered into as of November 19, 2020 between DD3 Acquisition Corp. II, a Delaware corporation (the “Company”), and MG Partners Multi-Strategy Fund LP, an Ontario limited partnership (the “Purchaser”). RECITALS WHEREAS, the Company was formed for the purpose of effecting a merger, capital stock exchange,

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of [●], 2020 by and between DD3 Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333-[●] (“Registration Statement”) for its initial public offering of securities (“IPO”) has been declared effective as of the

Subscription Agreement for Founder Shares, dated October 13, 2020, between the Company and DD3 Sponsor Group, LLC (2)

Exhibit 10.9 DD3 Acquisition Corp. II Pedregal 24, 4th Floor Colonia Molino del Rey, Del. Miguel Hidalgo 11040 Mexico City, Mexico October 13, 2020 DD3 Sponsor Group, LLC Pedregal 24, 4th Floor Colonia Molino del Rey, Del. Miguel Hidalgo 11040 Mexico City, Mexico RE: Subscription Agreement for Founder Shares Ladies and Gentlemen: We are pleased to accept the offer DD3 Sponsor Group, LLC (the “Subs

Specimen Class A Common Stock Certificate

Exhibit 4.2 NUMBER SHARES C- DD3 ACQUISITION CORP. II INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that CUSIP [●] is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF DD3 ACQUISITION CORP. II (the “Company”) transferable on the books of the Company in pers

Consent of Dr. Guillermo Ortiz.

Exhibit 99.4 Consent of Director Nominee DD3 Acquisition Corp. II Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of DD3 Acquisition Corp. II (the “Company”), the undersigned hereby consents to being named and described as a director nominee

Specimen Warrant Certificate

Exhibit 4.3 NUMBER - (SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION DATE (DEFINED BELOW) WARRANTS DD3 ACQUISITION CORP. II CUSIP [●] WARRANT THIS CERTIFIES THAT, for value received is the registered holder of a warrant or warrants (the “Warrant(s)”) of DD3 Acquisition Corp. II, a Delaware corporation (the “Company”), expiring at 5:00 p.m., New York

Consent of Luis Campos.

Exhibit 99.7 Consent of Director Nominee DD3 Acquisition Corp. II Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of DD3 Acquisition Corp. II (the “Company”), the undersigned hereby consents to being named and described as a director nominee

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).

Exhibit 10.5 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this “Agreement”) is entered into as of November 17, 2020 between DD3 Acquisition Corp. II, a Delaware corporation (the “Company”), and the entities listed on the signature page hereto under the heading “Purchasers” (each, a “Purchaser” and collectively, the “Purchasers”). RECITALS WHEREAS, the Company was formed for the purp

Form of Subscription Agreement for Private Units between the Registrant and DD3 Sponsor Group, LLC.

Exhibit 10.10 [●], 2020 DD3 Acquisition Corp. II Pedregal 24, 3rd Floor, Interior 300 Colonia Molino del Rey, Del. Miguel Hidalgo 11040 Mexico City, Mexico Ladies and Gentlemen: DD3 Acquisition Corp. II (the “Company”), a blank check company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar

Form of Amended and Restated Certificate of Incorporation.

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DD3 Acquisition Corp. II [●], 2020 DD3 Acquisition Corp. II, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “DD3 Acquisition Corp. II”. The original certificate of incorporation of the Corporation was filed with the Se

Bylaws (2)

Exhibit 3.3 BY LAWS OF DD3 Acquisition Corp. II (THE “CORPORATION”) Article I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered agent in Delawa

Consent of Daniel Valdez.

Exhibit 99.5 Consent of Director Nominee DD3 Acquisition Corp. II Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of DD3 Acquisition Corp. II (the “Company”), the undersigned hereby consents to being named and described as a director nominee

Form of Letter Agreement among the Registrant, DD3 Sponsor Group, LLC, the initial stockholders and each of the Registrant’s officers and directors.

Exhibit 10.1 [●], 2020 DD3 Acquisition Corp. II Pedregal 24, 3rd Floor, Interior 300 Colonia Molino del Rey, Del. Miguel Hidalgo 11040 Mexico City, Mexico EarlyBirdCapital, Inc. 366 Madison Ave., 8th Floor New York, NY 10017 Re: Initial Public Offering Ladies and Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered in

Promissory Note, dated October 13, 2020, issued to DD3 Sponsor Group, LLC (2)

Exhibit 10.3 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAK

Form of Administrative Services Agreement between the Registrant and DD3 Sponsor Group, LLC.

Exhibit 10.7 DD3 Acquisition Corp. II Pedregal 24, 3rd Floor, Interior 300 Colonia Molino del Rey, Del. Miguel Hidalgo 11040 Mexico City, Mexico [●], 2020 DD3 Sponsor Group, LLC Pedregal 24, 3rd Floor, Interior 300 Colonia Molino del Rey, Del. Miguel Hidalgo 11040 Mexico City, Mexico Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective

Form of Indemnity Agreement (2)

Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2020, by and between DD3 Acquisition Corp. II, a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protectio

Certificate of Incorporation.

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF DD3 Acquisition Corp. II THE UNDERSIGNED, acting as the incorporator of a corporation under and in accordance with the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended from time to time (the “DGCL”), hereby adopts the following Certificate of Incorporation (the “Certificate”) for such corporation: Article I

Form of Nominating Committee Charter.

Exhibit 99.3 NOMINATING COMMITTEE CHARTER OF DD3 acquisition corp. II The responsibilities and powers of the Nominating Committee (the “Nominating Committee”) of the Board of Directors (“Board”) of DD3 Acquisition Corp. II (the “Company”), as delegated by the Board, are set forth in this charter. Whenever the Nominating Committee takes an action, it shall exercise its independent judgment on an in

Power of Attorney (included on signature page of the initial Registration Statement).*

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 19, 2020 Registration No.

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Jason T. Simon, Esq. Tel 703.749.1386 Fax 703.714.8386 [email protected] November 19, 2020 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Irene Barberena-Meissner Re: DD3 Acquisition Corp. II Draft Registration Statement on Form S-1 Submitted October 21, 2020 CIK No. 0001828957 Dear Ms. Barberena-Meissner: On behal

Form of Subscription Agreement for Private Units between the Registrant and the forward purchase investors.

Exhibit 10.11 November , 2020 DD3 Acquisition Corp. II Pedregal 24, 3rd Floor, Interior 300 Colonia Molino del Rey, Del. Miguel Hidalgo 11040 Mexico City, Mexico Ladies and Gentlemen: DD3 Acquisition Corp. II (the “Company”), a blank check company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other s

This Draft Registration Statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains confidential. As confidentially submitted to the Securities and Exchange Commission on October 21,

TABLE OF CONTENTS This Draft Registration Statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains confidential.