Codere Online Luxembourg SA美股招股说明书(2026-06-10版)

Codere Online Luxembourg, S.A.40,310,757 Ordinary Shares185,000 Codere Online Warrants This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus, or theirpermitted transferees (collectively, the “Selling Securityholders”), of up to (i) 33,875,757 of our Ordinary Shares (as defined herein),which includes (a) an aggregate of 30,000,000 Ordinary Shares issued to Codere Newco (as defined herein) in connection withconsummation of the Business Combination (as defined herein) and (b) an aggregate of 3,875,757 Ordinary Shares issued to certainformer private placement investors on the Closing Date; and (ii) 185,000 Codere Online Private Warrants (as defined herein). In addition, this prospectus relates to the issuance by us of up to (i) 6,250,000 Ordinary Shares that are issuable by us uponthe exercise of the Codere Online Public Warrants (as defined herein), which were previously registered, and (ii) 185,000 OrdinaryShares that are issuable by us upon the exercise of the Codere Online Private Warrants held by the Sponsor and its transferees. The Selling Securityholders may offer, sell or distribute all or a portion of the securities hereby registered publicly or throughprivate transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales of theOrdinary Shares or Codere Online Private Warrants, except with respect to amounts received by us upon the exercise of the CodereOnline Private Warrants. We will bear all costs, expenses and fees in connection with the registration of these securities, including withregard to compliance with state securities or “blue sky” laws. The Selling Securityholders will bear all commissions and discounts, ifany, attributable to their sale of Ordinary Shares or Codere Online Private Warrants. See “Plan of Distribution.” The Ordinary Shares and Codere Online Warrants are listed on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbols“CDRO” and “CDROW,” respectively. On June9, 2026, the last reported sales price of the Ordinary Shares was $9.70 per OrdinaryShare and the last reported sales price of the Codere Online Warrants was $0.78 per Codere Online Warrant. Codere Newco, our majority shareholder, owns approximately 66.0% of the issued and outstanding Ordinary Shares as ofMay29, 2026, which are included among the securities registered for resale hereby. Pursuant to the Nomination Agreement (as definedherein), Codere Newco has the right to propose for appointment five directors of the Codere Online Board (as defined herein), at leasttwo of whom must qualify as independent directors. The Nomination Agreement has an initial term that expires on November30,2026, subject to mandatory renewal for an additional five-year term if Codere Newco and its affiliates beneficially own at least 30% ofthe issued and outstanding Ordinary Shares at that time, and will automatically terminate with respect to Codere Newco if CodereNewco and its affiliates cease to beneficially own at least 30% of the issued and outstanding Ordinary Shares. As long as CodereNewco owns more than 50% of the voting power for the election of directors, we are a “controlled company” under Nasdaq corporategovernance rules and are eligible for certain exemptions from these rules. We are a “foreign private issuer” under applicable U.S.Securities and Exchange Commission (“SEC”) rules and an “emerging growth company” as that term is defined in the Jumpstart OurBusiness Startups Act of 2012 (the “JOBS Act”) and are eligible for reduced public company disclosure requirements. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertaintiesdescribed under the heading “Risk Factors” beginning on page 4 of this prospectus, and under similar headings in anyamendment or supplement to this prospectus and in our U.S. Securities and Exchange Commission filings that areincorporated by reference in this prospectus. NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OFTHESESECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS.ANYREPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this prospectus is June10, 2026. TABLE OF CONTENTS PageSelected DefinitionsiiCautionary Note Regarding Forward-Looking StatementsivSummary of the Prospectus1The Offering3Risk Factors4Use of Proceeds5Description of Securities6Selling Securityholders11U.S. Federal Income Tax Considerations13Material Luxembourg Income Tax Considerations20Plan of Distribution23Legal Matters25Experts25Where You Can Find More Information25Information Incorporated By Reference26 No one has been authorized to provide you with information that is different from that contained in this prospectus.The information contained in this prospectus, any applicable prospectus supplement or any document incorporated byreference in this prospectus is accurate only as o