SEC Comment Letter 0000000000-22-013740 to Codere Online Luxembourg, S.A. (CDRO, CDROW) (CIK 0001866782) (CDRO)
Codere Online Luxembourg, S.A. (CDRO, CDROW) (CIK 0001866782)
Date: Dec. 20, 2022 · CIK: 0001866782 · Accession: 0000000000-22-013740
AI Filing Summary & Sentiment
File numbers found in text: 333-262940
Letter
United States securities and exchange commission logo December 20, 2022 Moshe Edree Chief Executive Officer Codere Online Luxembourg, S.A. 7 rue Robert Stümper L-2557 Luxembourg, Grand Duchy of Luxembourg R.C.S. Luxembourg: B255798 Re:Codere Online Luxembourg, S.A. Post-Effective Amendment No. 3 to Form F-1 on Form F-3 Filed December 5, 2022 File No. 333-262940 Dear Moshe Edree: We have reviewed your post-effective amendment and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this comment, we may have additional comments. Post-Effective Amendment No. 3 to Form F-1 on Form F-3 General 1.We note the Form F-1 declared effective March 11, 2022 registered the resale of 8,034,500 Ordinary Shares and 37,000 Parent Warrants and that you seek to now register the resale of 40,391,000 Ordinary Shares and 185,000 Parent Warrants via post-effective amendment. Please explain why you believe you are able to do so in light of the general prohibition against adding securities by means of a post-effective amendment contained in Securities Act Rule 413(a). Refer also to Securities Act Rules Compliance and Disclosure Interpretation Question 210.01.
FirstName LastNameMoshe Edree Comapany NameCodere Online Luxembourg, S.A. December 20, 2022 Page 2 FirstName LastName Moshe Edree Codere Online Luxembourg, S.A. December 20, 2022 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Kate Beukenkamp at 202-551-3861 or Jennifer López Molina at 202-551- 3792 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Michael Willisch
Show Raw Text
United States securities and exchange commission logo
December 20, 2022
Moshe Edree
Chief Executive Officer
Codere Online Luxembourg, S.A.
7 rue Robert Stümper
L-2557 Luxembourg, Grand Duchy of Luxembourg
R.C.S. Luxembourg: B255798
Re:Codere Online Luxembourg, S.A.
Post-Effective Amendment No. 3 to Form F-1 on Form F-3
Filed December 5, 2022
File No. 333-262940
Dear Moshe Edree:
We have reviewed your post-effective amendment and have the following comment. In
our comment, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Post-Effective Amendment No. 3 to Form F-1 on Form F-3
General
1.We note the Form F-1 declared effective March 11, 2022 registered the resale of
8,034,500 Ordinary Shares and 37,000 Parent Warrants and that you seek to now register
the resale of 40,391,000 Ordinary Shares and 185,000 Parent Warrants via post-effective
amendment. Please explain why you believe you are able to do so in light of the general
prohibition against adding securities by means of a post-effective amendment contained in
Securities Act Rule 413(a). Refer also to Securities Act Rules Compliance and Disclosure
Interpretation Question 210.01.
FirstName LastNameMoshe Edree
Comapany NameCodere Online Luxembourg, S.A.
December 20, 2022 Page 2
FirstName LastName
Moshe Edree
Codere Online Luxembourg, S.A.
December 20, 2022
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Kate Beukenkamp at 202-551-3861 or Jennifer López Molina at 202-551-
3792 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Michael Willisch