SecProbe.io

CORRESP
 1
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 Codere
Online Luxembourg, S.A.

 7
rue Robert Stümper

 L-2557
Luxembourg,

 Grand
Duchy of Luxembourg

 June
8, 2026

 VIA
EDGAR
United States Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, NE

 Washington,
D.C. 20549

 Attention:
Christopher Dunham

 RE: Codere
Online Luxembourg, S.A. (the "Company")

 Registration
Statement on Form F-3 (the "Registration Statement")

 Filed
June 2, 2026

 File
No. 333-296418

 Dear
Mr. Dunham:

 The
Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness
of the Registration Statement so that such Registration Statement will become effective as of 4:00 p.m. on June 10, 2026, or as soon
thereafter as practicable.

 [Signature
page follows]

 Very truly yours,

 Codere
 Online Luxembourg, S.A.

 By:
 /s/
 Aviv Sher

 Name:
 Aviv Sher

 Title:
 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 5, 2026

Aviv Sher
Chief Executive Officer
Codere Online Luxembourg, S.A.
7 rue Robert St mper
L-2557 Luxembourg,
Grand Duchy of Luxembourg
R.C.S. Luxembourg: B255798

 Re: Codere Online Luxembourg, S.A.
 Registration Statement on Form F-3
 Filed June 02, 2026
 File No. 333-296418
Dear Aviv Sher:
 This is to advise you that we have not reviewed and will not review your
registration
statement.
 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 Christopher Dunham at 202-551-3783 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Sami Ghneim, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
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Codere Online Luxembourg, S.A.

7 rue Robert Stümper

L-2557 Luxembourg,

Grand Duchy of Luxembourg

    January 9, 2023

    VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, DC 20549-3628

Attn: Kate Beukenkamp

    Re:

    Codere Online Luxembourg, S.A.

    Registration Statement on Form F-3

    File No. 333-269065

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Codere
Online Luxembourg, S.A. (the “Company”), hereby requests that the effective date of the Company’s Registration Statement
on Form F-3 (File No. 333-269065) (the “Registration Statement”), be accelerated by the U.S. Securities and Exchange Commission
so that the Registration Statement will become effective at 4:00 p.m., Washington, D.C. time, on January 11, 2023, or as soon as practicable
thereafter. The Company hereby authorizes Michael J. Willisch of Davis Polk & Wardwell LLP, counsel to the Company, to modify or withdraw
this request for acceleration orally.

The Company requests that we be notified of such effectiveness by a
telephone call to Mr. Willisch and that such effectiveness also be confirmed in writing. Please do not hesitate to contact Mr. Willisch
at +34 91 768 9610 or michael.willisch@davispolk.com with any questions or comments with respect to this letter.

Very truly yours,

    Codere Online Luxembourg, S.A.

    By:
    /s/ Oscar Iglesias Sánchez

    Name:
    Oscar Iglesias Sánchez

    Title:
    Chief Financial Officer

    By:
    /s/ Yaiza Rodriguez

    Name:
    Yaiza María Rodríguez Robles

    Title:
    General Counsel

 cc: Michael J. Willisch, Esq.
Davis Polk & Wardwell LLP

United States securities and exchange commission logo
January 5, 2023
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.
Registration Statement on Form F-3
Filed December 29, 2022
File No. 333-269065
Dear Moshe Edree:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Michael J. Willisch

CORRESP
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    Michael
                                            J. Willisch

    +34
    91 768 9610

    michael.willisch@davispolk.com

    davispolk.com

    Davis
                                            Polk & Wardwell llp

    Paseo
    de la Castellana, 41

    28046 Madrid

December 29, 2022

    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

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100
F Street, N.E.

Washington,
DC 20549-3628

 Attn: Kate
                                            Beukenkamp

Jennifer
López Molina

Dear
Ms. Beukenkamp and Ms. López Molina:

On
behalf of Codere Online Luxembourg, S.A., a limited liability company (société anonyme) governed by the laws of
the Grand Duchy of Luxembourg (the “Company”), we are responding to the comment from the Staff (the “Staff”)
of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”) relating
to the Company’s Post-Effective Amendment No. 3 to the Registration Statement on Form F-1 on Form F-3 (File No. 333-262940) filed
on December 5, 2022 (“Post-Effective Amendment No. 3”) contained in the Staff’s letter dated December 20, 2022
(the “Comment Letter”).

Set
forth below is the Company’s response to the Staff’s comment. For convenience, the Staff’s comment is repeated below
in italics, followed by the Company’s response to the comment as well as a summary of the responsive action taken.

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.

Response:
The Company respectfully advises the Staff that, on the date hereof, the Company has filed with the Commission (i) Post-Effective Amendment
No. 4 to the Registration Statement on Form F-1 on Form F-3 (File No. 333-262940) (“Post-Effective Amendment No. 4”)
to revise the disclosure to relate to the 8,034,500 Ordinary Shares and 37,000 Parent Warrants originally registered pursuant to the
Registration Statement on Form F-1 declared effective on March 11, 2022 (File No. 333-262940), and (ii) a separate Registration Statement
on Form F-3 relating to 38,606,500 Ordinary Shares and 148,000 Parent Warrants.

The
Company is sending, under separate cover, a marked copy of Post-Effective Amendment No. 3 against Post-Effective Amendment No. 4.

Capitalized
terms used but not defined within this letter have the meanings ascribed to them in Post-Effective Amendment No. 4.

Please
do not hesitate to contact me at +34 91 768 9610 or michael.willisch@davispolk.com if you have any questions regarding the foregoing
or if I can provide any additional information.

Very
truly yours,

/s/
Michael J. Willisch

Michael
J. Willisch

 cc: Moshe
                                            Edree, Chief Executive Officer

Codere
Online Luxembourg, S.A.

    2

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

CORRESP
1
filename1.htm

Codere
Online Luxembourg, S.A.

7
rue Robert Stümper

L-2557
Luxembourg,

Grand
Duchy of Luxembourg

March
9, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100
F Street, N.E.

Washington,
DC 20549-3628

Attn:	       Jennie
Beysolow

    Re:
    Codere
                                            Online Luxembourg, S.A.

    Registration
    Statement on Form F-1

    File
    No. 333-262940

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Codere Online Luxembourg, S.A. (the “Company”), hereby requests
that the effective date of the Company’s Registration Statement on Form F-1 (File No. 333-262940) (the “Registration Statement”)
be accelerated by the U.S. Securities and Exchange Commission so that the Registration Statement will become effective at 4:00 p.m.,
Washington, D.C. time, on March 11, 2022, or as soon as practicable thereafter. The Company hereby authorizes Michael J. Willisch of
Davis Polk & Wardwell LLP, counsel to the Company, to modify or withdraw this request for acceleration orally.

The
Company requests that we be notified of such effectiveness by a telephone call to Mr. Willisch and that such effectiveness also be confirmed
in writing. Please do not hesitate to contact Mr. Willisch at +34 91 768 9610 or michael.willisch@davispolk.com with any questions or
comments with respect to this letter.

Very
truly yours,

    Codere
    Online Luxembourg, S.A.

    By:
    /s/
    Moshe Edree

    Name:
    Moshe
    Edree

    Title:
    Chief
    Executive Officer

    By:
    /s/
    Oscar Iglesias

    Name:
    Oscar
    Iglesias

    Title:
    Chief
    Financial Officer

    cc:

    Michael
    J. Willisch, Esq.

    Davis
    Polk & Wardwell LLP

United States securities and exchange commission logo
March 4, 2022
Oscar Iglesias
Chief Financial Office
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.
Registration Statement on Form F-1
Filed February 24, 2022
File No. 333-262940
Dear Mr. Iglesias:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Jennie Beysolow at 202-551-8108 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Michael J. Willisch, Esq.

CORRESP
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Codere
Online Luxembourg, S.A.

7
rue Robert Stümper

L-2557
Luxembourg,

Grand
Duchy of Luxembourg

October
25, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100
F Street, N.E.

Washington,
DC 20549-3628

 Attn: Jacqueline
Kaufman

Dietrich
King

    Re:
    Codere
    Online Luxembourg, S.A.

    Registration
    Statement on Form F-4

    File
    No. 333-258759

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Codere Online Luxembourg, S.A. (the “Company”), hereby requests
that the effective date of the Company’s Registration Statement on Form F-4 (File No. 333-258759) (the “Registration Statement”)
be accelerated by the U.S. Securities and Exchange Commission so that the Registration Statement will become effective at 4:00 p.m.,
Washington, D.C. time, on October 27, 2021, or as soon as practicable thereafter. The Company hereby authorizes Michael J. Willisch of
Davis Polk & Wardwell LLP, counsel to the Company, to modify or withdraw this request for acceleration orally.

The
Company requests that we be notified of such effectiveness by a telephone call to Mr. Willisch and that such effectiveness also be confirmed
in writing. Please do not hesitate to contact Mr. Willisch at +34 91 768 9610 or michael.willisch@davispolk.com with any questions or
comments with respect to this letter.

Very
truly yours,

    Codere
    Online Luxembourg, S.A.

    By:
    /s/
    Moshe Edree

    Name:
    Moshe Edree

    Title:
    Director

    By:
    /s/
    Oscar Iglesias

    Name:
    Oscar Iglesias

    Title:
    Director

 cc: Michael
J. Willisch, Esq.

Davis
Polk & Wardwell LLP

Alan
I. Annex, Esq.

Greenberg
Traurig, P.A.

CORRESP
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    Michael J. Willisch

    +34 91 768 9610

    michael.willisch@davispolk.com

    davispolk.com

    Davis Polk & Wardwell llp

    Paseo de la Castellana, 41

    28046 Madrid

    October 8, 2021

    Re:

    Codere Online Luxembourg, S.A.

    Registration Statement on Form F-4

    Filed August 12, 2021

    File No. 333-258759

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, DC 20549-3628

 Attn: Jacqueline Kaufman

Dietrich King

Ladies and Gentlemen:

On behalf of Codere Online Luxembourg, S.A., a limited liability company
(société anonyme) governed by the laws of the Grand Duchy of Luxembourg (the “Company”), we are
responding to the comments from the Staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities
and Exchange Commission (the “Commission”) relating to the Company’s Registration Statement on Form F-4 (the
“Registration Statement”) contained in the Staff’s letter dated September 10, 2021 (the “Comment Letter”).
In response to the comments set forth in the Comment Letter, the Company has amended the Registration Statement and is submitting it together
with this response letter (“Amendment No. 1”).

Set forth below are the Company’s responses to the Staff’s
comments. For convenience, the Staff’s comments are repeated below in italics, followed by the Company’s response to the comments
as well as a summary of the responsive actions taken. All references to page numbers and captions (other than those in the Staff’s
comments) correspond to pages and captions in Amendment No. 1. The Company is also sending, under separate cover, a marked copy of Amendment
No. 1 showing changes to the Registration Statement. Capitalized terms used but not defined within this letter have the meanings ascribed
to them in Amendment No. 1.

Registration Statement on Form F-4 filed August 12, 2021

Risk Factors, page 62

 1. Please disclose the material risks to unaffiliated investors presented by taking the company public through a merger rather than
an underwritten offering. These risks could include, for example, the absence of due diligence conducted by an underwriter that would
be subject to liability for any material misstatements or omissions in a registration statement.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on pages 109 and 110 of Amendment No. 1.

The ability to successfully effect the Business Combination,
and the Combined Company's ability to…, page 86

 2. We note your references to the profitability of the Combined Company here and elsewhere in the prospectus. Please revise your disclosure
to reflect that the company has not achieved profitability, but has sustained net losses in 2019, 2020 and the most recent interim period.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on pages 65 and 214 of Amendment No. 1.

Following the consummation of the Business Combination, Holdco
may redeem your unexpired Holdco Warrants…, page 91

 3. Please clarify whether recent common stock trading prices exceed the threshold that would allow the company to redeem public warrants.
Please clearly explain the steps, if any, the company will take to notify all shareholders, including beneficial owners, regarding when
the warrants become eligible for redemption.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on page 95 of Amendment No. 1.

The Sponsor and certain of DD3s directors and officers have potential
conflicts of interest…, page 101

 4. We note DD3’s charter waived the corporate opportunities doctrine. Please address this potential conflict of interest and
whether it impacted DD3's search for an acquisition target.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on page 138 of Amendment No. 1.

The nominal purchase price paid by the Sponsor for the shares
of DD3 Class B Common Stock may significantly dilute…, page 102

 5. Here or in another appropriate place in the prospectus, please revise to disclose all possible sources and extent of dilution that
shareholders who elect not to redeem their shares may experience in connection with the business combination. Please provide disclosure
of the impact of each significant source of dilution, including the amount of equity held by founders, convertible securities, including
warrants retained by redeeming shareholders, at each of the redemption levels detailed in your sensitivity analysis, including any needed
assumptions.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on pages 15, 43 and 44 of Amendment No. 1.

 6. Here or in another appropriate place in the prospectus, please revise to quantify the value of warrants, based on recent trading
prices, that may be retained by redeeming stockholders assuming maximum redemptions and identify any material resulting risks.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on pages 15, 43 and 44 of Amendment No. 1.

    2

Unaudited Pro Forma Combined Financial Information, page 109

 7. We note your disclosure in Note 2 to the unaudited interim financial statements for the quarterly period ended March 31, 2021 that
you have "revised" your financial statements to reclassify warrants from equity to liabilities. In this regard, it appears that
the column "DD3 US GAAP Historical in USD" should be these revised financial statements. Please advise. Additionally, please
explain the following, or revise as appropriate:

 ● With regard to footnotes (2) and (13) to the unaudited pro forma interim financial statements for the quarterly period ended March
31, 2021 and annual period ended December 31, 2020, it is unclear why reference is made to reclassifying warrants from equity to liabilities
as this adjustment is not related to IFRS conversion.

 ● It is unclear how the adjustments discussed in footnotes (2) and (13) to conform to IFRS were determined for the quarterly period
ended March 31, 2021, and why no change in warrant liability was included in the quarterly period ended December 31, 2020.

 ● It is unclear how the pro forma adjustment of $209,000 for the change in fair value of the warrant liability for the year ended
December 31, 2020 relates to the carrying value of the warrant liability of $183,150 at December 31, 2020 and change in fair value in
that quarterly period of $74,000 as stated in Note 2 on page F-10.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised the column "DD3 (U.S. GAAP Historical) in USD" and the related column “DD3 (U.S.
GAAP Historical) converted into Euros” in the unaudited pro forma combined income statement for the twelve months ended December
31, 2020 to reflect the change in fair value of warrant liability resulting from the adjustment of the Private Warrants (as defined) to
fair value for the quarterly period ended December 31, 2020 (per Note 2 to DD3’s unaudited interim financial statements for the
quarterly period ended March 31, 2021). The Company also notes for the Staff that the pro forma information as of and for the three months
ended March 31, 2021, originally included in the Registration Statement, has been replaced with pro forma information as of and for the
six months ended June 30, 2021 in Amendment No. 1. The column "DD3 (US GAAP Historical) in USD" and the related column “DD3
(US GAAP Historical) converted into Euros” in the unaudited pro forma combined statement financial position as of June 30, 2021
and in the unaudited pro forma combined income statement for the six months ended June 30, 2021 in Amendment No. 1 reflect the change
in fair value of warrant liability resulting from the adjustment of the Private Warrants to fair value.

In response to the first bullet in the Staff’s comment,
the Company respectfully notes for the Staff that DD3 classifies the Private Warrants (as defined) as liabilities at their fair value
and adjusts the Private Warrants to fair value at each reporting period, while the Public Warrants (as defined) are classified as equity,
as set forth in Note 2 to DD3’s unaudited interim financial statements under U.S. GAAP for the quarterly periods ended March 31,
2021 and June 30, 2021. Footnotes (2) and (13) to the unaudited pro forma interim financial statements, which relate exclusively to the
Public Warrants, reflect the effect of the reclassification of the Public Warrants from equity under U.S. GAAP to warrant liabilities
under IFRS.

    3

In response to the second bullet in the Staff’s comment,
as the Company respectfully noted for the Staff in the first paragraph above, the Company has revised the column "DD3 (US GAAP Historical)
in USD" and the related column “DD3 (US GAAP Historical) converted into Euros” in the unaudited pro forma combined income
statement for the twelve months ended December 31, 2020 to reflect the change in fair value of warrant liability resulting from the adjustment
of the Private Warrants to fair value for the quarterly period ended December 31, 2020. With respect to the adjustments discussed in footnotes
(2) and (13), which relate exclusively to the Public Warrants, the Company notes for the Staff that (i) for each of the relevant periods,
the fair value change was calculated as the difference between the fair value of the Public Warrants at the beginning of the relevant
period and the fair value of the Public Warrants at the end of the relevant period and (ii) the fair value as of March 31, 2021 of the
Public Warrants, which amounted to €5,487 thousand, was calculated based on the closing price reported for the Public Warrants on
the Nasdaq as of March 31, 2021 ($1.03) converted into euros at a rate of €0.85237 per $1.00. As the Company noted for the Staff
in the first paragraph above, the pro forma information as of and for the three months ended March 31, 2021 has been replaced with pro
forma information as of and for the six months ended June 30, 2021 in Amendment No. 1. The Company notes for the Staff that the fair value
as of June 30, 2021 of the Public Warrants, which amounted to €8,047 thousand, was calculated based on the closing price reported
for the Public Warrants on the Nasdaq as of June 30, 2021 ($1.53) converted into euros at a rate of €0.84147 per $1.00.

In response to the third bullet in the Staff’s comment,
the Company respectfully notes for the Staff that the carrying value of the warrant liability of $183,150 as of December 31, 2020 and
the change in fair value of $74,000 for the period ended December 31, 2020 reported in Note 2 to DD3’s unaudited interim financial
statements for the quarterly period ended March 31, 2021, relate exclusively to the Private Warrants. The pro forma adjustment of $209,000
for the change in fair value of the warrant liability for the twelve months ended December 31, 2020 relates exclusively to the Public
Warrants and reflects the reclassification of the Public Warrants from equity under U.S. GAAP to warrant liabilities under IFRS.

The Background of the Business Combination, page 127

 8. We note DD3 retained EarlyBirdCapital as its financial advisor pursuant to a business combination marketing agreement, but EarlyBirdCapital
has not rendered a fairness opinion. In an appropriate place in the prospectus, please describe the level of diligence the financial advisor
performed in connection with the transaction. In addition, please quantify the aggregate fees payable to the financial advisor that are
contingent on completion of the business combination.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on pages 136 and 137 of Amendment No. 1.

The Business Combination

Transaction Timeline, page 129

 9. Please revise the various discussions to discuss in greater detail all negotiations related to price, valuation or consideration
to be received by Codere Group. Additionally, please discuss in greater detail any negotiations related to the Sponsor or current DD3
shareholders equity position in the post-combination company.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on pages 138 through 141 of Amendment No. 1.

Interests of DD3's Directors and Officers in the Business Combination
, page 137

 10. Please revise the conflicts of interest discussion so that it highlights all material interests in the transaction held by the
Sponsor and the company’s officers and directors. This could include fiduciary or contractual obligations to other entities as well
as any interest in, or affiliation with, the target company. In addition, please clarify how the board considered those conflicts in negotiating
and recommending the business combination.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on pages 18, 41, 107, 131 and 147 of Amendment No. 1 to clarify that, in addition to DD3 Capital
being an affiliate of the Sponsor, DD3 Capital is an affiliate of Dr. Werner and Mr. Combe, and Mr. Valdez is employed by an affiliate
of MG, which has an interest in private units sold in the IPO and shares of DD3 Class A Common Stock that are expected to be issued pursuant
to the Forward Purchase Agreements as described in the Registration Statement.

    4

Certain Unaudited Codere Online Prospective Financial Information,
page 139

 11. Please describe the material assumptions underlying the projections and the limitations of the projections.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on pages 149 and 197 of Amendment No. 1.

Contribution and Exchange Agreement, page 155

 12. We note the valuation of “30,000,000 Holdco Ordinary Shares valued at $300,000,000, on a cash-free and debt-free basis, and
subject to a normalized level of working capital of Holdco, SEJO and SEJO’s subsidiaries,… shall be confirmed in a valuation
report to be prepared and issued at the Exchange Effective Time by a Luxembourg independent auditor (réviseur d’entreprises).”
Please provide disclosure under Item 1015(b) of Regulation M-A for the report, or tell us why it is not applicable. Please include a detailed
summary of the report, with a particular emphasis on the bases for and methods used in arriving at the valuation findings and any instructions
or limitations imposed by the SPAC or target company.

Response: In response to the Staff’s comment,
the Company respectfully advises the Staff that the valuation report to be prepared and issued at the Exchange Effective Time by a Luxembourg
independent auditor does not constitute a report, opinion or appraisal materially related to the transaction for purposes of Item 1015
of Regulation M-A.

The Company expects to engage a Luxembourg independent auditor
to issue a report confirming that the value of the SEJO shares to be contributed to the Company in the framework of the Exchange corresponds
at least to the nominal value (plus any share premium, if relevant) of the Company's shares to be issued in exchange, pursuant to articles
420-10 and 420-23 of the Luxembourg law of 10 August 1915 on commercial companies, as amended from time to time. Such report is not expected
to be issued until on or about the Exchange Effective Time. The Luxembourg independent auditor’s report will not be used by the
respective boards of directors of Codere Newco and DD3, the other parties to the Business Combination Agreement or any of their respective
shareholders in any capacity or for any purpose, other than to comply with the technical requirements of articles 420-10 and 420-23 of
the Luxembourg law of 10 August 1915 on commercial companies, as amended from time to time. Additionally, the Luxembourg independent auditor’s
report (i) was not available and, therefore, was not material to nor considered at the time when the respectiv

United States securities and exchange commission logo
September 10, 2021
Moshe Edree
Director
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.
Registration Statement on Form F-4
Filed August 12, 2021
File No. 333-258759
Dear Mr. Edree:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, 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 comments apply 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 these comments, we may have additional comments.
Registration Statement on Form F-4 filed August 12, 2021
Risk Factors, page 62
1.Please disclose the material risks to unaffiliated investors presented by taking the
company public through a merger rather than an underwritten offering.  These risks could
include, for example, the absence of due diligence conducted by an underwriter that would
be subject to liability for any material misstatements or omissions in a registration
statement.

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September 10, 2021
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The ability to successfully effect the Business Combination, and the Combined Company's
ability to . . . ., page 86
2.We note your references to the profitability of the Combined Company here and
elsewhere in the prospectus.  Please revise your disclosure to reflect that the company has
not achieved profitability, but has sustained net losses in 2019, 2020 and the most recent
interim period.
Following the consummation of the Business Combination, Holdco may redeem your unexpired
Holdco Warrants . . . ., page 91
3.Please clarify whether recent common stock trading prices exceed the threshold that
would allow the company to redeem public warrants.  Please clearly explain the steps, if
any, the company will take to notify all shareholders, including beneficial owners,
regarding when the warrants become eligible for redemption.
The Sponsor and certain of DD3s directors and officers have potential conflicts of interest . . . .,
page 101
4.We note DD3’s charter waived the corporate opportunities doctrine.  Please address this
potential conflict of interest and whether it impacted DD3's search for an acquisition
target.
The nominal purchase price paid by the Sponsor for the shares of DD3 Class B Common Stock
may significantly dilute . . . ., page 102
5.Here or in another appropriate place in the prospectus, please revise to disclose all
possible sources and extent of dilution that shareholders who elect not to redeem their
shares may experience in connection with the business combination.  Please provide
disclosure of the impact of each significant source of dilution, including the amount of
equity held by founders, convertible securities, including warrants retained by redeeming
shareholders, at each of the redemption levels detailed in your sensitivity analysis,
including any needed assumptions.
6.Here or in another appropriate place in the prospectus, please revise to quantify the value
of warrants, based on recent trading prices, that may be retained by redeeming
stockholders assuming maximum redemptions and identify any material resulting risks.
Unaudited Pro Forma Combined Financial Information, page 109
7.We note your disclosure in Note 2 to the unaudited interim financial statements for the
quarterly period ended March 31, 2021 that you have "revised" your financial statements
to reclassify warrants from equity to liabilities.  In this regard, it appears that the
column "DD3 US GAAP Historical in USD" should be these revised financial statements.
Please advise.  Additionally, please explain the following, or revise as appropriate:
•With regard to footnotes (2) and (13) to the unaudited pro forma interim financial

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statements for the quarterly period ended March 31, 2021 and annual period ended
December 31, 2020, it is unclear why reference is made to reclassifying warrants
from equity to liabilities as this adjustment is not related to IFRS conversion.
•It is unclear how the adjustments discussed in footnotes (2) and (13) to conform to
IFRS were determined for the quarterly period ended March 31, 2021, and why no
change in warrant liability was included in the quarterly period ended December 31,
2020.
•It is unclear how the pro forma adjustment of $209,000 for the change in fair value of
the warrant liability for the year ended December 31, 2020 relates to the carrying
value of the warrant liability of $183,150 at December 31, 2020 and change in fair
value in that quarterly period of $74,000 as stated in Note 2 on page F-10.
The Background of the Business Combination , page 127
8.We note DD3 retained EarlyBirdCapital as its financial advisor pursuant to a business
combination marketing agreement, but EarlyBirdCapital has not rendered a fairness
opinion.  In an appropriate place in the prospectus, please describe the level of diligence
the financial advisor performed in connection with the transaction.  In addition, please
quantify the aggregate fees payable to the financial advisor that are contingent on
completion of the business combination.
The Business Combination
Transaction Timeline , page 129
9.Please revise the various discussions to discuss in greater detail all negotiations related to
price, valuation or consideration to be received by Codere Group.  Additionally, please
discuss in greater detail any negotiations related to the Sponsor or current DD3
shareholders equity position in the post-combination company.
Interests of DD3's Directors and Officers in the Business Combination , page 137
10.Please revise the conflicts of interest discussion so that it highlights all material interests
in the transaction held by the Sponsor and the company’s officers and directors.  This
could include fiduciary or contractual obligations to other entities as well as any interest
in, or affiliation with, the target company.  In addition, please clarify how the board
considered those conflicts in negotiating and recommending the business combination.
Certain Unaudited Codere Online Prospective Financial Information , page 139
11.Please describe the material assumptions underlying the projections and the limitations of
the projections.
Contribution and Exchange Agreement , page 155
12.We note the valuation of “30,000,000 Holdco Ordinary Shares valued at $300,000,000, on
a cash-free and debt-free basis, and subject to a normalized level of working capital of

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Holdco, SEJO and SEJO’s subsidiaries, . . . shall be confirmed in a valuation report to be
prepared and issued at the Exchange Effective Time by a Luxembourg independent
auditor (réviseur d’entreprises).”  Please provide disclosure under Item 1015(b) of
Regulation M-A for the report, or tell us why it is not applicable.  Please include a detailed
summary of the report, with a particular emphasis on the bases for and methods used in
arriving at the valuation findings and any instructions or limitations imposed by the SPAC
or target company.
.
Unaudited Condensed Balance Sheet as of March 31, 2021, page F-2
13.Please revise your presentation here to include comparative balance sheet information of
the latest year-end balance sheet. In this regard, we note that the latest DD3 Acquisition
Corp II balance sheet is as of October 13, 2020, as inception date of the registrant was
September 30, 2020. Similar changes should be made to the unaudited interim balance
sheet as of December 31, 2020.

DD3 Acquisition Corp. II
Unaudited Financial Statements
Note 2: Revision of Previously Issued Financial Statement, page F-10
14.We note you concluded the Private Warrants should have been classified as derivative
liabilities.  Please tell us and disclose how you account for your Public Warrants
and provide us with your analysis to support your accounting treatment for these
warrants.  As part of your analysis, please address whether there are any terms or
provisions in the warrant agreement that provide for potential changes to the settlement
amounts that are dependent upon the characteristics of the holder of the warrant, and if so,
how you analyzed those provisions in accordance with the guidance in ASC 815-40.
Unaudited Financial Statements for the Quarterly Period Ended December 31, 2020, page F-21
15.We note your disclosure in Note 2 to the unaudited interim financial statements for the
quarterly period ended March 31, 2021 that you have "revised" your unaudited interim
financial statements for the quarterly period ended December 31, 2020 to reclassify the
warrants from equity to liabilities.  Please explain the following, or revise as appropriate:
•You have presented interim financial statements for DD3 Acquisition Corp. II for the
quarterly period ended December 31, 2020, but these statements do not appear to
reflect the restatement. For example, there does not appear to be an income statement
impact of adjusting the warrants to fair value, and there does not appear to be a
corresponding liability on the balance sheet.
•There does not appear to be a restatement footnote in the December 31, 2020 interim
financial statements pursuant to ASC 250.
•Financial results for the period from inception through December 31, 2020 and
March 31, 2021 have not been labeled as restated.

 FirstName LastNameMoshe Edree
 Comapany NameCodere Online Luxembourg, S.A.
 September 10, 2021 Page 5
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Moshe Edree
Codere Online Luxembourg, S.A.
September 10, 2021
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Codere Online Business
Unaudited Combined Carve-Out Financial Statements as of and for the Quarterly Period Ended
March 31, 2021, page F-51
16.Please revise to include footnotes to the unaudited financial statements as of and for the
Quarterly Period Ended March 31, 2021.  Please refer to Item 8(A)(5) of the Instructions
to Form 20-F for guidance.
General
17.In an appropriate place in your prospectus, please disclose the Sponsor and its affiliates’
total potential ownership interest in the combined company, assuming exercise and
conversion of all securities.
18.In an appropriate place in your prospectus, please revise your disclosure to show the
potential impact of redemptions on the per share value of the shares owned by non-
redeeming shareholders by including a sensitivity analysis showing a range of redemption
scenarios, including minimum, maximum and interim redemption levels.
19.We note that certain shareholders agreed to waive their redemption rights.  In appropriate
place in your prospectus, please describe any consideration provided in exchange for this
agreement.
            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 refer to Rules 460 and 461 regarding requests for acceleration.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
            You may contact Amy Geddes at 202-551-3304 or Theresa Brillant at 202-551-3307 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jacqueline Kaufman at 202-551-3797 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services