SEC Form SC 13G filed by Codere Online Luxembourg S.A.
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
CODERE ONLINE LUXEMBOURG, S.A.
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
L18268109
(CUSIP Number)
December 31, 2021
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 2 of 5
| CUSIP No. L18268109 |
| 1 | NAMES
OF REPORTING PERSONS
Codere New Topco S.A. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Grand Duchy of Luxembourg |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
30,000,000 |
| 6 | SHARED VOTING POWER
NONE | |
| 7 | SOLE DISPOSITIVE POWER
30,000,000 | |
| 8 | SHARED DISPOSITIVE POWER
NONE |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,000,000 |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
66.5% |
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO |
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Item 1(a). Name of Issuer:
Codere Online Luxembourg, S.A.
Item 1(b). Address of Issuer’s Principal Executive Offices:
7 rue Robert Stümper
L-2557 Luxembourg,
Grand Duchy of Luxembourg
R.C.S. Luxembourg: B255798
Item 2(a). Name of Person Filing:
Codere New Topco S.A.
Codere New Topco S.A. holds the ordinary shares of Codere Online Luxembourg, S.A. indirectly through its subsidiary Codere Newco, S.A.U.
Item 2(b). Address of Principal Business Office or, if none, Residence:
6 Rue Eugène Ruppert
L-2453 Luxemburg,
Grand Duchy of Luxembourg
Item 2(c). Citizenship:
Luxembourgish
Item 2(d). Title of Class of Securities:
Ordinary Shares
Item 2(e). CUSIP Number:
The CUSIP Number of the Ordinary Shares is L18268109.
Item 3. Filing Pursuant to Rule 240.13d-1(b) or 240.13.d-2(b) or (c).
Not Applicable
Item 4. Ownership.
All of the following amounts are as of December 31, 2021.
| (a) | Amount of securities beneficially owned: |
30,000,000
| (b) | Percent of class: |
66.5%
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 30,000,000 |
| (ii) | Shared power to vote or to direct the vote: None |
| (iii) | Sole power to dispose or to direct the disposition of: 30,000,000 |
| (iv) | Shared power to dispose or to direct the disposition of: None |
Page 4 of 5
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
Codere New Topco S.A. holds the ordinary shares of Codere Online Luxembourg, S.A. indirectly through its subsidiary Codere Newco, S.A.U.
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certifications.
Not Applicable
Page 5 of 5
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Codere New Topco S.A. | ||||
| Date: | February 8, 2022 | By: | /s/ Vicente di Loreto | |
| Name: | Vicente di Loreto | |||
| Title: | Director class A | |||
| By: | /s/ Isabelle Lambert | |||
| Name: | Isabelle Lambert | |||
| Title: | Director class B | |||