Item
8.01. Other Events.
On
November 19, 2021, DD3 issued a press release announcing the results of the Special Meeting, a copy of which is attached as Exhibit 99.1
hereto and incorporated herein by reference.
Forward
Looking Statements
This
Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor”
provisions of the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical
fact contained in this 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
and the trading of Holdco’s securities on Nasdaq. 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 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; and (11) 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 Holdco’s and
DD3’s most recent filings with the SEC, including a registration statement on Form F-4 filed by Holdco with the SEC on August
12, 2021, as amended, and the final prospectus and definitive proxy statement, filed by Holdco and DD3, respectively, with the SEC
on October 27, 2021. 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.
