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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/30/21 Codere Online Luxembourg, S.A. 8-A12B 1:20K Empire Filings/FA |
Document/Exhibit Description Pages Size 1: 8-A12B Registration Statement for a Class of Securities HTML 13K
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 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Codere Online Luxembourg, S.A.
(Exact Name of Registrant as Specified in Its Charter)
| Grand Duchy of Luxembourg | Not Applicable | |
| (Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
7 rue Robert Stümper
L-2557 Luxembourg,
Grand Duchy of Luxembourg
R.C.S. Luxembourg: B255798
(Address of Principal Executive Offices, including Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
|
Title of Each Class to be so Registered |
Name of Each Exchange on Which Each Class is to be Registered | |
| Ordinary Shares, with a nominal value of €1.00 per share | The Nasdaq Stock Market LLC | |
| Warrants, each exercisable for one Ordinary Share at an exercise price of $11.50 per share | The Nasdaq Stock Market LLC |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), please check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), please check the following box. ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement or Regulation A offering statement file number to which this form relates:
Securities to be registered pursuant to Section 12(g) of the Act:
None.
C:
| Item 1. | Description of Registrant’s Securities to be Registered. |
The securities to be registered hereby are the ordinary shares, with a nominal value of €1.00 per share (the “Ordinary Shares”) of Codere Online Luxembourg, S.A. (the “Company”), and the warrants of the Company, each entitling the holder thereof to purchase one Ordinary Share at an exercise price of $11.50 per share (the “Warrants”).
The description of the Ordinary Shares and Warrants contained in the section entitled “Description of Holdco’s Securities” and of the rights of holders of Ordinary Shares contained in the section entitled “Comparison of Stockholder Rights” in the proxy statement/prospectus included in the Company’s Registration Statement on Form F-4 (File No. 333-258759), as amended from time to time (the “Registration Statement”), to which this Form 8-A relates, is incorporated herein by reference. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that is subsequently filed is also incorporated by reference herein.
| Item 2. | Exhibits. |
Pursuant to the Instructions as to Exhibits for Form 8-A, no exhibits are required to be filed herewith or incorporated by reference, because no other securities of the Registrant are registered on The Nasdaq Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
C:
C: 1
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.
| Codere Online Luxembourg, S.A. | ||
| By: |
/s/ Moshe Edree | |
| Moshe Edree | ||
| Managing Director | ||
Dated: November 30, 2021
C:
2
| This ‘8-A12B’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 11/30/21 | 6-K, CERT | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/12/23 Codere Online Luxembourg, S.A. 424B3 1:2.2M Empire Filings/FA 1/12/23 Codere Online Luxembourg, S.A. 424B3 1:2.9M Empire Filings/FA 12/29/22 Codere Online Luxembourg, S.A. F-3 5:2.5M Empire Filings/FA 12/29/22 Codere Online Luxembourg, S.A. POS AM 3:3.1M Empire Filings/FA 12/05/22 Codere Online Luxembourg, S.A. POS AM 3:3M Empire Filings/FA |