Statistiche di base
CIK | 1818212 |
SEC Filings
SEC Filings (Chronological Order)
February 14, 2023 |
CRHC / Cohn Robbins Holdings Corp / CITADEL ADVISORS LLC - SC 13G/A Passive Investment SC 13G/A 1 tm233066d34sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* Cohn Robbins Holdings Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share |
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February 6, 2023 |
CRHC / Cohn Robbins Holdings Corp / BANK OF MONTREAL /CAN/ - BANK OF MONTREAL Passive Investment SC 13G/A 1 crhca120123.htm BANK OF MONTREAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cohn Robbins Holdings Corp (Name of Issuer) Class A (Title of Class of Securities) G23726105 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to |
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February 2, 2023 |
CRHC / Cohn Robbins Holdings Corp / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 3) COHN ROBBINS HOLDINGS CORP. (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G23726105 (CUSIP Number) DECEMBER 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box t |
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December 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-39454 Cohn Robbins Holdings Corp. (Exact name of registrant as specified |
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December 14, 2022 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 12, 2022 Cohn Robbins Holdings Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39454 98-1547852 (State or other jurisdiction of incorporation) |
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November 28, 2022 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant, Class A ordinary shares, par value $0. |
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November 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39454 COHN ROBBINS HOLD |
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November 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 14, 2022 (November 10, 2022) Cohn Robbins Holdings Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39454 98-1547852 (State or other jurisdicti |
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November 15, 2022 |
Exhibit 99.1 Cohn Robbins Holdings Corp. Receives Notice from the NYSE Regarding Immediate Suspension in Trading of Securities and Commencement of Delisting Proceedings WILMINGTON, Del., November 14, 2022 - On November 10, 2022, the New York Stock Exchange (“NYSE”) issued a press release announcing that the staff of NYSE Regulation determined to suspend trading immediately and commence proceedings |
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November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 001-39454 NOTIFICATION OF LATE FILING CUSIP Number G23726 105 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: September 30, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? T |
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September 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 26, 2022 (September 23, 2022) Cohn Robbins Holdings Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39454 98-1547852 (State or other jurisdic |
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September 27, 2022 |
Allwyn and Cohn Robbins announce decision on proposed business combination Exhibit 99.1 Allwyn and Cohn Robbins announce decision on proposed business combination LUCERNE, Switzerland and WILMINGTON, Delaware, United States ? September 24, 2022 ? Allwyn AG (?Allwyn? or the ?Company?), a leading multinational lottery operator, and Cohn Robbins Holdings Corp. (NYSE:CRHC) ("CRHC" or ?Cohn Robbins?), a special purpose acquisition company, today announced that they have mutua |
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September 27, 2022 |
Exhibit 2.1 Execution Version TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (this ?Agreement?) is made as of September 23, 2022, by and between Cohn Robbins Holdings Corp., a Cayman Islands exempted company limited by shares (?Acquiror?), and Allwyn AG (f/k/a SAZKA Entertainment AG), a Swiss stock corporation (Aktiengesellschaft) (the ?Company?). Capitalized terms used but not otherwise defined |
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September 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 21, 2022 Cohn Robbins Holdings Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39454 98-1547852 (State or other jurisdiction (Commission?File |
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September 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 7, 2022 Cohn Robbins Holdings Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39454 98-1547852 (State or other jurisdiction of incorporation) |
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September 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 7, 2022 Cohn Robbins Holdings Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39454 98-1547852 (State or other jurisdiction of incorporation) |
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September 7, 2022 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Cohn Robbins Holdings Corp. Shareholders Approve Business Combination with Allwyn Entertainment AG and SPAC Extension Proposal WILMINGTON, DE? September 7, 2022 ? Cohn Robbins Holdings Corp. (NYSE:CRHC) (?CRHC?) today announced that its shareholders of record as of August 15, 2022 have approved the previously announced business combination with Allwyn Entertainme |
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September 7, 2022 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Cohn Robbins Holdings Corp. Shareholders Approve Business Combination with Allwyn Entertainment AG and SPAC Extension Proposal WILMINGTON, DE? September 7, 2022 ? Cohn Robbins Holdings Corp. (NYSE:CRHC) (?CRHC?) today announced that its shareholders of record as of August 15, 2022 have approved the previously announced business combination with Allwyn Entertainme |
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September 7, 2022 |
Second Amended and Restated Memorandum and Articles of Association of the Company Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF COHN ROBBINS HOLDINGS CORP. (adopted by special resolution dated SEPTEMBER 7, 2022 and effective on SEPTEMBER 7, 2022) THE COMPANIES LAW (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM |
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September 7, 2022 |
Second Amended and Restated Memorandum and Articles of Association of the Company Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF COHN ROBBINS HOLDINGS CORP. (adopted by special resolution dated SEPTEMBER 7, 2022 and effective on SEPTEMBER 7, 2022) THE COMPANIES LAW (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM |
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September 6, 2022 |
425 1 d358770d425.htm 425 Filed by Allwyn Entertainment AG Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Companies: Cohn Robbins Holdings Corp. Allwyn Entertainment AG Commission File No. 001-39454 Date: September 6, 2022 Allwyn Entertainment Announces Withdrawal by Camelot Entities of Legal Challenge t |
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September 6, 2022 |
Cohn Robbins Shares Allwyn’s Excitement For UK National Lottery After Camelot Withdraws Legal Appeal Filed by Cohn Robbins Holdings Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Cohn Robbins Holdings Corp. Commission File No. 001-39454 FOR IMMEDIATE RELEASE Cohn Robbins Shares Allwyn?s Excitement For UK National Lottery After Camelot Withdraws Legal Appeal WILMINGTON, Del., September 6, |
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September 2, 2022 |
Filed by Cohn Robbins Holdings Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Allwyn Entertainment AG Commission File No. 001-39454 FOR IMMEDIATE RELEASE Cohn Robbins Holdings Corp. Reminds Shareholders All Redeemed Shares Forfeit Their Bonus Shares to Those Remaining in Transaction ? CRHC |
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September 1, 2022 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Filed by Allwyn Entertainment AG Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Companies: Cohn Robbins Holdings Corp. |
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August 29, 2022 |
Backstop Agreement, dated as of August 29, 2022 Exhibit 10.1 BACKSTOP AGREEMENT This BACKSTOP AGREEMENT (this ?Backstop Agreement?) is entered into on August 29, 2022, by and between Cohn Robbins Holdings Corp., a Cayman Islands exempted company limited by shares (?SPAC?), Allwyn Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) with registered office at c/o Allwyn AG, Weinmarkt 9, 6004 Lucerne, Switzerland and registered in the |
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August 29, 2022 |
Amendment to the Sponsor Agreement, dated as of August 29, 2022 Exhibit 10.2 EXECUTION VERSION AMENDMENT TO SPONSOR AGREEMENT This Amendment to the Sponsor Agreement (this ?Amendment?), dated as of August 29, 2022, is by and among Cohn Robbins Sponsor LLC, a Delaware limited liability company (the ?Sponsor?), Cohn Robbins Holdings Corp., a Cayman Islands exempted company (?Acquiror?), Allwyn Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) (?Sw |
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August 29, 2022 |
Amendment to Subscription Agreement, dated as of August 29, 2022 Exhibit 10.3 AMENDMENT TO SUBSCRIPTION AGREEMENT This Amendment to the Subscription Agreement (this ?Amendment?) is entered into as of August 29, 2022, by and between Cohn Robbins Holdings Corp., a Cayman Islands exempted company limited by shares (?SPAC?), Allwyn Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) with registered office at c/o SAZKA Entertainment AG, Weinmarkt 9, 600 |
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August 29, 2022 |
Exhibit 4.1 Agreed Form ALLWYN ENTERTAINMENT AG as the Company AND Kroll Trustee Services Limited as Trustee AND KROLL AGENCY SERVICES LIMITED as Paying Agent, Note Registrar and Transfer Agent INDENTURE Dated as of [ ], 2022 6.50% Convertible Senior Notes due 2025 TABLE OF CONTENTS Article 1 Definitions 1 Section 1.01 Definitions 1 Section 1.02 References to Interest 20 Article 2 Issue, Descripti |
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August 29, 2022 |
Exhibit 99.1 Allwyn Entertainment AG and Cohn Robbins Holdings Corp. Announce $260 Million Backstop Financing Commitment from PPF Group - The CRHC Board of Directors Recommends that all CRHC Shareholders Vote "FOR" the Business Combination Proposal at or before the September 7, 2022 Extraordinary General Meeting ? -CRHC Shareholders of Record as of August 15, 2022 are Eligible to Vote at Extraordi |
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August 29, 2022 |
Backstop Agreement, dated as of August 29, 2022 Exhibit 10.1 BACKSTOP AGREEMENT This BACKSTOP AGREEMENT (this ?Backstop Agreement?) is entered into on August 29, 2022, by and between Cohn Robbins Holdings Corp., a Cayman Islands exempted company limited by shares (?SPAC?), Allwyn Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) with registered office at c/o Allwyn AG, Weinmarkt 9, 6004 Lucerne, Switzerland and registered in the |
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August 29, 2022 |
Exhibit 4.1 Agreed Form ALLWYN ENTERTAINMENT AG as the Company AND Kroll Trustee Services Limited as Trustee AND KROLL AGENCY SERVICES LIMITED as Paying Agent, Note Registrar and Transfer Agent INDENTURE Dated as of [ ], 2022 6.50% Convertible Senior Notes due 2025 TABLE OF CONTENTS Article 1 Definitions 1 Section 1.01 Definitions 1 Section 1.02 References to Interest 20 Article 2 Issue, Descripti |
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August 29, 2022 |
Amendment to the Business Combination Agreement, dated as of August 29, 2022 Exhibit 2.1 EXECUTION VERSION AMENDMENT TO BUSINESS COMBINATION AGREEMENT This Amendment to the Business Combination Agreement (this ?Amendment?), dated as of August 29, 2022, is by and among Cohn Robbins Holdings Corp., a Cayman Islands exempted company limited by shares (?Acquiror?), Allwyn Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) (?Swiss NewCo?), Allwyn US Holdco LLC, a |
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August 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 29, 2022 Cohn Robbins Holdings Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39454 98-1547852 (State or other jurisdiction of incorporation) ( |
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August 29, 2022 |
Filed by Allwyn Entertainment AG Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Companies: Cohn Robbins Holdings Corp. |
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August 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 29, 2022 Cohn Robbins Holdings Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39454 98-1547852 (State or other jurisdiction of incorporation) ( |
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August 29, 2022 |
Amendment to the Business Combination Agreement, dated as of August 29, 2022 Exhibit 2.1 EXECUTION VERSION AMENDMENT TO BUSINESS COMBINATION AGREEMENT This Amendment to the Business Combination Agreement (this ?Amendment?), dated as of August 29, 2022, is by and among Cohn Robbins Holdings Corp., a Cayman Islands exempted company limited by shares (?Acquiror?), Allwyn Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) (?Swiss NewCo?), Allwyn US Holdco LLC, a |
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August 29, 2022 |
Exhibit 99.1 Allwyn Entertainment AG and Cohn Robbins Holdings Corp. Announce $260 Million Backstop Financing Commitment from PPF Group - The CRHC Board of Directors Recommends that all CRHC Shareholders Vote "FOR" the Business Combination Proposal at or before the September 7, 2022 Extraordinary General Meeting ? -CRHC Shareholders of Record as of August 15, 2022 are Eligible to Vote at Extraordi |
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August 29, 2022 |
Amendment to Subscription Agreement, dated as of August 29, 2022 Exhibit 10.3 AMENDMENT TO SUBSCRIPTION AGREEMENT This Amendment to the Subscription Agreement (this ?Amendment?) is entered into as of August 29, 2022, by and between Cohn Robbins Holdings Corp., a Cayman Islands exempted company limited by shares (?SPAC?), Allwyn Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) with registered office at c/o SAZKA Entertainment AG, Weinmarkt 9, 600 |
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August 29, 2022 |
Amendment to the Sponsor Agreement, dated as of August 29, 2022 Exhibit 10.2 EXECUTION VERSION AMENDMENT TO SPONSOR AGREEMENT This Amendment to the Sponsor Agreement (this ?Amendment?), dated as of August 29, 2022, is by and among Cohn Robbins Sponsor LLC, a Delaware limited liability company (the ?Sponsor?), Cohn Robbins Holdings Corp., a Cayman Islands exempted company (?Acquiror?), Allwyn Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) (?Sw |
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August 22, 2022 |
Filed by Allwyn Entertainment AG Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Companies: Cohn Robbins Holdings Corp. |
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August 19, 2022 |
DEFM14A 1 d311340ddefm14a.htm DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary P |
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August 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39454 COHN ROBBINS HOLDINGS |
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August 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission |
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July 12, 2022 |
Skadden, Arps, Slate, Meagher & Flom llp ONE MANHATTAN WEST NEW YORK 10001 Skadden, Arps, Slate, Meagher & Flom llp ONE MANHATTAN WEST NEW YORK 10001 Direct dial (212) 735-2072 Direct fax (917) 777-2072 Email address June. |
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July 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission |
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June 14, 2022 |
Filed by Allwyn Entertainment AG 425 1 d352500d425.htm 425 Filed by Allwyn Entertainment AG Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Companies: Cohn Robbins Holdings Corp. Allwyn Entertainment AG Commission File No. 001-39454 Date: June 14, 2022 Analyst Day Presentation June 2022 For further information on our company, please visi |
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June 14, 2022 |
Filed by Allwyn Entertainment AG Filed by Allwyn Entertainment AG Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Companies: Cohn Robbins Holdings Corp. |
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June 8, 2022 |
Exhibit 99.1 HIGHLY CONFIDENTIAL June 2022 Analyst Day Presentation For further information on our company, please visit our website: allwynentertainment.com General This presentation (the "Presentation") is for informational purposes only. The information provided in this Presentation pertaining to Allwyn AG and its subsidiaries, joint ventures and associates ("Allwyn" or the "Company? or ?we?), |
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June 8, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 8, 2022 Cohn Robbins Holdings Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39454 98-1547852 (State or other jurisdiction of incorporation) (Com |
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June 8, 2022 |
425 1 ea161258-8k425cohnrob.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 8, 2022 Cohn Robbins Holdings Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39454 98-1547852 (Sta |
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June 8, 2022 |
Exhibit 99.1 HIGHLY CONFIDENTIAL June 2022 Analyst Day Presentation For further information on our company, please visit our website: allwynentertainment.com General This presentation (the "Presentation") is for informational purposes only. The information provided in this Presentation pertaining to Allwyn AG and its subsidiaries, joint ventures and associates ("Allwyn" or the "Company? or ?we?), |
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June 6, 2022 |
Filed by Cohn Robbins Holdings Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: SAZKA Entertainment AG Commission File No. 001-39454 HIGHLY CONFIDENTIAL June 2022 Maximizing Returns to Good Causes For further information on our company, please visit our website: allwynentertainment.com Gener |
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May 23, 2022 |
425 1 ea160456-425cohnrobbins.htm FORM 425 Filed by Cohn Robbins Holdings Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: SAZKA Entertainment AG Commission File No. 001-39454 HIGHLY CONFIDENTIAL May 2022 Maximizing Returns to Good Causes For further information on our company, please visit |
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May 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39454 COH |
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May 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39454 COHN ROBBINS HOLDINGS |
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April 4, 2022 |
Filed by Cohn Robbins Holdings Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: SAZKA Entertainment AG Commission File No. 001-39454 April 2022 For further information on our company, please visit our website: allwynentertainment.com 2 General This presentation (the ?Presentation?) is for in |
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March 25, 2022 |
EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Shares of Cohn Robbins Holdings Corp., a Cayman Islands exempted company, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of each |
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March 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. )* Cohn Robbins Holdings Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (the “Shares”) (Title of Class of Securiti |
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March 23, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 23, 2022 (March 23, 2022) Cohn Robbins Holdings Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39454 98-1547852 (State or other jurisdiction (Co |
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March 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 23, 2022 (March 23, 2022) Cohn Robbins Holdings Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39454 98-1547852 (State or other jurisdiction (Co |
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March 23, 2022 |
Exhibit 99.1 March 2022 For further information on our company, please visit our website: allwynentertainment.com 2 General This presentation (the "Presentation") is for informational purposes only. The information provided in this Presentation pertaining to Sazka Entertainment AG and its subsidiaries, joint ventures and associates ("Allwyn" or the "Company"), its business assets, strategy and ope |
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March 23, 2022 |
Exhibit 99.1 March 2022 For further information on our company, please visit our website: allwynentertainment.com 2 General This presentation (the "Presentation") is for informational purposes only. The information provided in this Presentation pertaining to Sazka Entertainment AG and its subsidiaries, joint ventures and associates ("Allwyn" or the "Company"), its business assets, strategy and ope |
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March 23, 2022 |
Filed by Allwyn Entertainment AG Filed by Allwyn Entertainment AG Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Companies: Cohn Robbins Holdings Corp. |
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March 16, 2022 |
Filed by Cohn Robbins Holdings Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: SAZKA Entertainment AG Commission File No. 001-39454 Cohn Robbins Holdings Corp. Comments on Allwyn Entertainment Being Named the Preferred Applicant for the UK?s Fourth National Lottery License WILMINGTON, Del., |
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March 16, 2022 |
Filed by Allwyn Entertainment AG Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Companies: Cohn Robbins Holdings Corp. |
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March 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39454 Cohn Robbins Holdi |
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February 18, 2022 |
Filed by Allwyn Entertainment AG Filed by Allwyn Entertainment AG Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Companies: Cohn Robbins Holdings Corp. |
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February 15, 2022 |
CRHC / Cohn Robbins Holdings Corp / BANK OF MONTREAL /CAN/ - BANK OF MONTREAL Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Cohn Robbins Holdings Corp (Name of Issuer) Class A (Title of Class of Securities) G23726105 (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: [ |
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February 7, 2022 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 7, 2022 (February 2, 2022) Cohn Robbins Holdings Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39454 98-1547852 (State or other jurisdiction |
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February 7, 2022 |
Exhibit 99.1 SAZKA GROUP ANNOUNCES PRICING OF ITS SENIOR SECURED NOTES DUE 2027 AND SENIOR SECURED FLOATING RATE NOTES DUE 2028 IN A COMBINED AGGREGATE PRINCIPAL AMOUNT OF ?600 MILLION February 2, 2022: SAZKA Group a.s. today announced that it has priced an offering of ?600 million in combined aggregate principal amount of notes (the ?Offering?) comprising ?200 million in aggregate principal amoun |
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February 7, 2022 |
Exhibit 99.1 SAZKA GROUP ANNOUNCES PRICING OF ITS SENIOR SECURED NOTES DUE 2027 AND SENIOR SECURED FLOATING RATE NOTES DUE 2028 IN A COMBINED AGGREGATE PRINCIPAL AMOUNT OF ?600 MILLION February 2, 2022: SAZKA Group a.s. today announced that it has priced an offering of ?600 million in combined aggregate principal amount of notes (the ?Offering?) comprising ?200 million in aggregate principal amoun |
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February 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 7, 2022 (February 2, 2022) Cohn Robbins Holdings Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39454 98-1547852 (State or other jurisdiction |
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February 4, 2022 |
Filed by Cohn Robbins Holdings Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: SAZKA Entertainment AG Commission File No. 001-39454 CNBC ?Closing Bell? Interview ? Cohn Robbins co-founders announce Allwyn SPAC deal by Closing Bell | January 26, 2022 Gary Cohn and Cliff Robbins, Cohn Robbins |
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February 4, 2022 |
425 1 ea154955-425cohnrobbins.htm FORM 425 Filed by Cohn Robbins Holdings Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: SAZKA Entertainment AG Commission File No. 001-39454 Link: https://twitter.com/CNBCClosingBell/status/1486079430162321414 Link: https://twitter.com/CNBCClosingBell/statu |
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February 3, 2022 |
Exhibit 99.1 |
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February 3, 2022 |
Exhibit 99.1 |
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February 3, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 2, 2022 Cohn Robbins Holdings Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39454 98-1547852 (State or other jurisdiction of incorporation) |
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February 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 2, 2022 Cohn Robbins Holdings Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39454 98-1547852 (State or other jurisdiction of incorporation) |
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February 2, 2022 |
CRHC / Cohn Robbins Holdings Corp / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 2) COHN ROBBINS HOLDINGS CORP. (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G23726105 (CUSIP Number) DECEMBER 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box t |
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January 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 24, 2022 (January 20, 2022) Cohn Robbins Holdings Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39454 98-1547852 (State or other jurisdiction |
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January 25, 2022 |
Shareholder Support Agreement, dated as of January 20, 2022 Exhibit 10.4 SHAREHOLDER SUPPORT AGREEMENT This Shareholder Support Agreement (this ?Agreement?) is dated as of January 20, 2022, by and among Cohn Robbins Holdings Corp., a Cayman Islands exempted company limited by shares (?Acquiror?), KKCG AG, a Swiss stock corporation (Aktiengesellschaft) (the ?Company Shareholder?), Allwyn Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) (?Swi |
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January 25, 2022 |
Form of Insider Subscription Agreement Exhibit 10.5 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into on January 20, 2022, by and between Cohn Robbins Holdings Corp., a Cayman Islands exempted company limited by shares (?SPAC?), Allwyn Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) with registered office at c/o SAZKA Entertainment AG, Weinmarkt 9, 6004 Lucerne, Switzerl |
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January 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 24, 2022 (January 20, 2022) Cohn Robbins Holdings Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39454 98-1547852 (State or other jurisdiction |
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January 25, 2022 |
Form of Insider Subscription Agreement EX-10.5 7 ea154388ex10-5cohnrobbins.htm FORM OF INSIDER SUBSCRIPTION AGREEMENT Exhibit 10.5 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on January 20, 2022, by and between Cohn Robbins Holdings Corp., a Cayman Islands exempted company limited by shares (“SPAC”), Allwyn Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) with regis |
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January 25, 2022 |
Form of PIPE Subscription Agreement Exhibit 10.1 EXECUTION VERSION SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into on January 20, 2022, by and between Cohn Robbins Holdings Corp., a Cayman Islands exempted company limited by shares (?SPAC?), Allwyn Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) with registered office at c/o SAZKA Entertainment AG, Weinmarkt 9, 6004 |
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January 25, 2022 |
Form of PIPE Subscription Agreement Exhibit 10.1 EXECUTION VERSION SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into on January 20, 2022, by and between Cohn Robbins Holdings Corp., a Cayman Islands exempted company limited by shares (?SPAC?), Allwyn Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) with registered office at c/o SAZKA Entertainment AG, Weinmarkt 9, 6004 |
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January 25, 2022 |
Sponsor Agreement, dated as of January 20, 2022 Exhibit 10.2 SPONSOR AGREEMENT This SPONSOR AGREEMENT (this ?Agreement?), dated as of January 20, 2022, is made by and among Cohn Robbins Sponsor LLC, a Delaware limited liability company (the ?Sponsor?), Cohn Robbins Holdings Corp., a Cayman Islands exempted company (?Acquiror?), Allwyn Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) (?Swiss NewCo?), Clifton S. Robbins, Gary D. C |
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January 25, 2022 |
Shareholder Support Agreement, dated as of January 20, 2022 Exhibit 10.4 SHAREHOLDER SUPPORT AGREEMENT This Shareholder Support Agreement (this ?Agreement?) is dated as of January 20, 2022, by and among Cohn Robbins Holdings Corp., a Cayman Islands exempted company limited by shares (?Acquiror?), KKCG AG, a Swiss stock corporation (Aktiengesellschaft) (the ?Company Shareholder?), Allwyn Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) (?Swi |
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January 25, 2022 |
Sponsor Agreement, dated as of January 20, 2022 Exhibit 10.2 SPONSOR AGREEMENT This SPONSOR AGREEMENT (this ?Agreement?), dated as of January 20, 2022, is made by and among Cohn Robbins Sponsor LLC, a Delaware limited liability company (the ?Sponsor?), Cohn Robbins Holdings Corp., a Cayman Islands exempted company (?Acquiror?), Allwyn Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) (?Swiss NewCo?), Clifton S. Robbins, Gary D. C |
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January 25, 2022 |
Sponsor Support Agreement, dated as of January 20, 2022 EX-10.3 5 ea154388ex10-3cohnrobbins.htm SPONSOR SUPPORT AGREEMENT, DATED AS OF JANUARY 20, 2022 Exhibit 10.3 SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of January 20, 2022, is made by and among Cohn Robbins Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Cohn Robbins Holdings Corp., a Cayman Islands exempted company (“Acquiror”), Allwyn |
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January 25, 2022 |
Business Combination Agreement, dated as of January 20, 2022 EX-2.1 2 ea154388ex2-1cohnrobbins.htm BUSINESS COMBINATION AGREEMENT, DATED AS OF JANUARY 20, 2022 Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among COHN ROBBINS HOLDINGS CORP., Allwyn Entertainment AG, ALLWYN US HOLDCO LLC, ALLWYN SUB LLC and SAZKA ENTERTAINMENT AG dated as of January 20, 2022 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 4 Section 1.1 Definitions 4 Section 1.2 Const |
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January 25, 2022 |
Business Combination Agreement, dated as of January 20, 2022 Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among COHN ROBBINS HOLDINGS CORP., Allwyn Entertainment AG, ALLWYN US HOLDCO LLC, ALLWYN SUB LLC and SAZKA ENTERTAINMENT AG dated as of January 20, 2022 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 4 Section 1.1 Definitions 4 Section 1.2 Construction 23 Section 1.3 Knowledge 24 Article II CONTRIBUTION; THE ACQUISITION TRANSACTIONS; CLOSING |
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January 25, 2022 |
Sponsor Support Agreement, dated as of January 20, 2022 Exhibit 10.3 SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this ?Agreement?), dated as of January 20, 2022, is made by and among Cohn Robbins Sponsor LLC, a Delaware limited liability company (the ?Sponsor?), Cohn Robbins Holdings Corp., a Cayman Islands exempted company (?Acquiror?), Allwyn Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) (?Swiss NewCo?), SAZKA Enterta |
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January 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 21, 2022 (January 20, 2022) Cohn Robbins Holdings Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39454 98-1547852 (State or other jurisdiction |
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January 21, 2022 |
Exhibit 99.3 C O R P O R A T E P A R T I C I P A N T S Gary Cohn, Co-Chairman and Director, Cohn Robbins Holdings Corp. Robert Chvatal, Group Chief Executive Officer, Allwyn Ken Morton, Group Chief Financial Officer, Allwyn Cliff Robbins, Co-Chairman and Director, Cohn Robbins Holdings Corp. P R E S E N T A T I O N Operator Hello everyone and thank you for standing by. Welcome to the Allwyn and Co |
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January 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 21, 2022 (January 20, 2022) Cohn Robbins Holdings Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39454 98-1547852 (State or other jurisdiction |
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January 21, 2022 |
Exhibit 99.1 PRESS RELEASE Allwyn Entertainment, a Leading Multinational Lottery Operator, to Support Growth with New York Stock Exchange Listing in Partnership with Publicly-Traded Cohn Robbins Holdings Corp. -Allwyn?s Total Enterprise Value in Proposed Transaction Expected to be Approximately $9.3 Billion; Transaction Provides CRHC Shareholders Discount to Enterprise Value- -CRHC?s Sponsor Entit |
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January 21, 2022 |
Exhibit 99.2 January 2022 For further information on our company, please visit our website: allwynentertainment.com 2 General This presentation (the "Presentation") is for informational purposes only. The information provided in this Presentation pertaining to Sazka Entertainment AG and its subsidiaries, joint ventures and associates ("Allwyn" or the "Company"), its business assets, strategy and o |
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January 21, 2022 |
425 1 ea154336-425cohnrob.htm FORM 425 Filed by Cohn Robbins Holdings Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: SAZKA Entertainment AG Commission File No. 001-39454 *Link: https://www.prnewswire.com/news-releases/allwyn-entertainment-a-leading-multinational-lottery-operator-to-support |
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January 21, 2022 |
Exhibit 99.3 C O R P O R A T E P A R T I C I P A N T S Gary Cohn, Co-Chairman and Director, Cohn Robbins Holdings Corp. Robert Chvatal, Group Chief Executive Officer, Allwyn Ken Morton, Group Chief Financial Officer, Allwyn Cliff Robbins, Co-Chairman and Director, Cohn Robbins Holdings Corp. P R E S E N T A T I O N Operator Hello everyone and thank you for standing by. Welcome to the Allwyn and Co |
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January 21, 2022 |
Filed by Cohn Robbins Holdings Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: SAZKA Entertainment AG Commission File No. 001-39454 January 21, 2022 To Employees of KKCG Investment Group and Allwyn Entertainment: Dear Colleagues, Today, Allwyn Entertainment AG (?Allwyn?) issued a press rele |
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January 21, 2022 |
Exhibit 99.1 PRESS RELEASE Allwyn Entertainment, a Leading Multinational Lottery Operator, to Support Growth with New York Stock Exchange Listing in Partnership with Publicly-Traded Cohn Robbins Holdings Corp. -Allwyn?s Total Enterprise Value in Proposed Transaction Expected to be Approximately $9.3 Billion; Transaction Provides CRHC Shareholders Discount to Enterprise Value- -CRHC?s Sponsor Entit |
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January 21, 2022 |
425 1 ea154338-425cohnrob.htm FORM 425 Filed by Cohn Robbins Holdings Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: SAZKA Entertainment AG Commission File No. 001-39454 Hello everyone, I am very pleased that Allwyn – a leading multi-national lottery operator – today announced its intentio |
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January 21, 2022 |
EX-99.2 3 ea154250ex99-2cohnrobbins.htm INVESTOR PRESENTATION, DATED AS OF JANUARY 21, 2022 Exhibit 99.2 January 2022 For further information on our company, please visit our website: allwynentertainment.com 2 General This presentation (the "Presentation") is for informational purposes only. The information provided in this Presentation pertaining to Sazka Entertainment AG and its subsidiaries, jo |
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December 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 16, 2021 Cohn Robbins Holdings Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39454 98-1547852 (State or other jurisdiction of incorporation) |
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December 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-3945 |
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December 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39454 |
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November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39454 COHN ROBBINS HOLD |
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August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39454 COHN ROBBINS HOLDINGS |
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July 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39454 COHN ROBBINS HOLDINGS |
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July 2, 2021 |
10-K/A 1 f10k2020a1cohnrobbins.htm AMENDMENT NO.1 TO FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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July 2, 2021 |
8-K 1 ea143359-8kcohnrobbin.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 2, 2021 Cohn Robbins Holdings Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39454 98-1547852 (Sta |
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May 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 001-39454 NOTIFICATION OF LATE FILING CUSIP Number G23726 105 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Trans |
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March 31, 2021 |
Code of Ethics and Business Conduct of Cohn Robbins Holdings Corp. EX-14 3 f10k2020ex14-01cohn.htm CODE OF ETHICS AND BUSINESS CONDUCT OF COHN ROBBINS HOLDINGS CORP Exhibit 14.01 CODE OF ETHICS AND BUSINESS CONDUCT OF COHN ROBBINS HOLDINGS CORP. 1. Introduction The Board of Directors (the “Board”) of Cohn Robbins Holdings Corp., a Cayman Islands exempted company (the “Company”), has adopted this code of ethics (this “Code”), as amended from time to time by the Bo |
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March 31, 2021 |
Description of the Company’s securities. Exhibit 4.2 DESCRIPTION OF SECURITIES As of December 31, 2020, Cohn Robbins Holdings Corp (?we,? ?our,? ?us? or the ?company?) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (i) its units, each consisting of one Class A ordinary share and one-third of one redeemable warrant, (ii) Class A ordinary sh |
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March 31, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39454 Cohn Robbins Holdi |
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February 12, 2021 |
Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act. EX-1 2 ea135347ex99-1cohnrobbins.htm AGREEMENT OF JOINT FILING AS REQUIRED BY RULE 13D-1(K)(1) UNDER THE ACT Exhibit 1 AGREEMENT OF JOINT FILING This joint filing agreement (this “Agreement”) is made and entered into as of this 12th day of February 2021, by and among Cohn Robbins Sponsor LLC, Clifton S. Robbins and Gary D. Cohn. The parties to this Agreement hereby acknowledge and agree that the f |
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February 12, 2021 |
SC 13G 1 ea135347-13gcohnsponsorcohn.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Cohn Robbins Holdings Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Titles of Class of Securities) G23726105 (CUSIP Number) December 31, 2020 (Date of Event Which Require |
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February 8, 2021 |
SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) COHN ROBBINS HOLDINGS CORP. (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G23726105 (CUSIP Number) DECEMBER 31, 2020 (Date of event which requires filing of this statement) Check the appr |
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November 16, 2020 |
Quarterly Report - QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39454 COHN ROBBINS HOLD |
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October 29, 2020 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Cohn Robbins Holdings Corp. Announces the Separate Trading of its Class A Ordinary Shares and Redeemable Warrants Commencing October 30, 2020 WILMINGTON, DE, October 29, 2020 — Cohn Robbins Holdings Corp. (NYSE: CRHC.U) (the “Company”) today announced that, commencing October 30, 2020, holders of the units sold in the Company’s initial public offering of 72,000,0 |
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October 29, 2020 |
Financial Statements and Exhibits, Other Events 8-K 1 ea129112-8kcohnrobbins.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 29, 2020 Cohn Robbins Holdings Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39454 98-1547852 |
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October 9, 2020 |
POWER OF ATTORNEY For Executing Forms 3, 4 and 5 EX-24.1 2 ea127964ex24-1csracquis.htm POWER OF ATTORNEY Exhibit 24.1 POWER OF ATTORNEY For Executing Forms 3, 4 and 5 KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Clifton S. Robbins, Charles S. Kwon, Gary D. Cohn, Cohn Robbins Sponsor LLC, or any of them, each acting alone, his or her true and lawful attorney-in-fact to: (1) execute for and on behalf of |
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September 17, 2020 |
Financial Statements and Exhibits, Other Events 8-K 1 ea126895-8kcohnrobbins.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 11, 2020 Cohn Robbins Holdings Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39454 98-15478 |
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September 17, 2020 |
COHN ROBBINS HOLDINGS CORP. INDEX TO FINANCIAL STATEMENT Exhibit 99.1 COHN ROBBINS HOLDINGS CORP. INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of September 11, 2020 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Cohn Robbins Holdings Corp. Opinion on the Financial Statement We have audited |
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September 14, 2020 |
CRHC.U / Cohn Robbins Holdings Corp. / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 COHN ROBBINS HOLDINGS CORP. (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G23726121** (CUSIP Number) SEPTEMBER 9, 2020 (Date of event which requires filing of this statement) Check the appropriate box to d |
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September 11, 2020 |
Indemnity Agreement, dated September 8, 2020, between the Company and Charles S. Kwon. Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of September 8, 2020. Between: (1) Cohn Robbins Holdings Corp., an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) Charles S. Kwon (“Indemnitee”). Whereas: (A) Highly competent |
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September 11, 2020 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 11, 2020 Cohn Robbins Holdings Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39454 98-1547852 (State or other jurisdiction (Commission (I.R |
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September 11, 2020 |
Exhibit 1.1 72,000,000 Units Cohn Robbins Holdings Corp. UNDERWRITING AGREEMENT September 8, 2020 CREDIT SUISSE SECURITIES (USA) LLC Eleven Madison Avenue New York, New York 10010-3629 As Representative of the several Underwriters listed in Schedule I to the Agreement Ladies and Gentlemen: 1. Introductory. Cohn Robbins Holdings Corp., a Cayman Islands exempted company (the “Company”), agrees with |
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September 11, 2020 |
Indemnity Agreement, dated September 8, 2020, between the Company and Clifton S. Robbins. Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of September 8, 2020. Between: (1) Cohn Robbins Holdings Corp., an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) Clifton S. Robbins (“Indemnitee”). Whereas: (A) Highly compete |
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September 11, 2020 |
Administrative Services Agreement, dated September 11, 2020, between the Company and the Sponsor. Exhibit 10.4 Cohn Robbins Holdings Corp. 1000 N. West Street, Suite 1200 Wilmington, DE 19801 September 11, 2020 Cohn Robbins Sponsor LLC 1000 N. West Street, Suite 1200 Wilmington, DE 19801 Re: Administrative Services Agreement Ladies and Gentlemen: This Administrative Services Agreement (this “Agreement”) by and between Cohn Robbins Holdings Corp. (the “Company”) and Cohn Robbins Sponsor LLC (th |
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September 11, 2020 |
Indemnity Agreement, dated September 8, 2020, between the Company and Anne Sheehan. Exhibit 10.12 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of September 8, 2020. Between: (1) Cohn Robbins Holdings Corp., an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) Anne Sheehan (“Indemnitee”). Whereas: (A) Highly competent pe |
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September 11, 2020 |
Indemnity Agreement, dated September 8, 2020, between the Company and C. Robert Kidder. xhibit 10.10 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of September 8, 2020. Between: (1) Cohn Robbins Holdings Corp., an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) C. Robert Kidder (“Indemnitee”). Whereas: (A) Highly competent |
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September 11, 2020 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 11, 2020, is made and entered into by and among Cohn Robbins Holdings Corp., a Cayman Islands exempted company (the “Company”), and Cohn Robbins Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and any other parties listed on the signature page hereto (together |
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September 11, 2020 |
Cohn Robbins Holdings Corp. Announces Pricing of Upsized $720 Million Initial Public Offering Exhibit 99.1 FOR IMMEDIATE RELEASE Cohn Robbins Holdings Corp. Announces Pricing of Upsized $720 Million Initial Public Offering WILMINGTON, DE, September 8, 2020 — Cohn Robbins Holdings Corp. (the “Company”) announced today that it priced its initial public offering of 72,000,000 units at $10.00 per unit. The units will be listed on the New York Stock Exchange (the “NYSE”) and trade under the tic |
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September 11, 2020 |
Amended and Restated Memorandum and Articles of Association of the Company. Exhibit 3.1 THE COMPANIES LAW (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF COHN ROBBINS HOLDINGS CORP. (adopted by special resolution dated 8 September 2020 and effective on 8 SEPTEMBER 2020) THE COMPANIES LAW (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATI |
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September 11, 2020 |
Indemnity Agreement, dated September 8, 2020, between the Company and Gary D. Cohn. Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of September 8, 2020. Between: (1) Cohn Robbins Holdings Corp., an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) Gary D. Cohen (“Indemnitee”). Whereas: (A) Highly competent pe |
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September 11, 2020 |
EX-10.2 6 ea126655ex10-2cohnrobbins.htm INVESTMENT MANAGEMENT TRUST AGREEMENT, DATED SEPTEMBER 11, 2020, BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS TRUSTEE Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 11, 2020, by and between Cohn Robbins Holdings Corp., a Cayman Island |
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September 11, 2020 |
Indemnity Agreement, dated September 8, 2020, between the Company and Alexander T. Robertson Exhibit 10.11 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of September 8, 2020. Between: (1) Cohn Robbins Holdings Corp., an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) Alexander T. Robertson (“Indemnitee”). Whereas: (A) Highly co |
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September 11, 2020 |
EX-10.1 5 ea126655ex10-1cohnrobbins.htm LETTER AGREEMENT, DATED SEPTEMBER 8, 2020, AMONG THE COMPANY, THE SPONSOR AND THE COMPANY'S OFFICERS AND DIRECTORS Exhibit 10.1 September 8, 2020 Cohn Robbins Holdings Corp. 1000 N. West Street, Suite 1200 Wilmington, DE 19801 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with |
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September 11, 2020 |
Sponsor Warrants Purchase Agreement, dated September 8, 2020, between the Company and the Sponsor. Exhibit 10.5 SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of September 8, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Cohn Robbins Holdings Corp., a Cayman Islands exempted company (the “Company”), and Cohn Robbins Sponsor LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS: The Company i |
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September 11, 2020 |
EX-4.1 4 ea126655ex4-1cohnrobbins.htm WARRANT AGREEMENT, DATED SEPTEMBER 11, 2020, BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT Exhibit 4.1 WARRANT AGREEMENT COHN ROBBINS HOLDINGS CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated September 11, 2020 THIS WARRANT AGREEMENT (this “Agreement”), dated September 11, 2020, is by and between Cohn Robbins Ho |
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September 11, 2020 |
Indemnity Agreement, dated September 8, 2020, between the Company and Kathryn A. Hall. EX-10.9 13 ea126655ex10-9cohnrobbins.htm INDEMNITY AGREEMENT, DATED SEPTEMBER 8, 2020, BETWEEN THE COMPANY AND KATHRYN A. HALL Exhibit 10.9 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of September 8, 2020. Between: (1) Cohn Robbins Holdings Corp., an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, |
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September 10, 2020 |
$720,000,000 Cohn Robbins Holdings Corp. 72,000,000 Units Pursuant to Rule 424(b)(4) Registration Nos.: 333-240277 and 333-248671 PROSPECTUS $720,000,000 Cohn Robbins Holdings Corp. 72,000,000 Units Cohn Robbins Holdings Corp. is a newly incorporated blank check company, incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination |
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September 8, 2020 |
As filed with the U.S. Securities and Exchange Commission on September 8, 2020. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Cohn Robbins Holdings Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1547852 (State or other jurisdiction of incorporation o |
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September 8, 2020 |
8-A12B/A 1 ea126483-8a12ba1cohnrobbins.htm AMENDMENT NO 1. TO FORM 8-A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A (Amendment No. 1) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Cohn Robbins Holdings Corp. (formerly CSR Acquisition Corp.) (Exact Name of Registrant as Specified in Its |
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September 4, 2020 |
September 4, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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September 4, 2020 |
COHN ROBBINS HOLDINGS CORP. 1000 N. West Street, Suite 1200 Wilmington, Delaware 19801 September 4, 2020 VIA EMAIL & EDGAR Kevin Dougherty Special Counsel Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Cohn Robbins Holdings Corp. (the “Company”) Registration Statement on Form S-1 (Registration No. 333-240277) Dear Mr. Dougherty: |
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August 25, 2020 |
Amended and Restated Memorandum and Articles of Association EX-3.1 3 fs12020a2ex3-1cohnrobbins.htm FORM OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION Exhibit 3.1 THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF COHN ROBBINS HOLDINGS CORP. (ADOPTED BY SPECIAL RESOLUTIONS DATED 24 AUGUST 2020) THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLAND |
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August 25, 2020 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant Exhibit 4.4 WARRANT AGREEMENT COHN ROBBINS HOLDINGS CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [·], 2020 THIS WARRANT AGREEMENT (this “Agreement”), dated [·], 2020, is by and between Cohn Robbins Holdings Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant |
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August 25, 2020 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [·], 2020, by and between Cohn Robbins Holdings Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 3 |
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August 25, 2020 |
Form of Underwriting Agreement Exhibit 1.1 60,000,000 Units Cohn Robbins Holdings Corp. UNDERWRITING AGREEMENT August [ ], 2020 CREDIT SUISSE SECURITIES (USA) LLC Eleven Madison Avenue New York, New York 10010-3629 As Representative of the several Underwriters listed in Schedule I to the Agreement Ladies and Gentlemen: 1. Introductory. Cohn Robbins Holdings Corp., a Cayman Islands exempted company (the “Company”), agrees with t |
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August 25, 2020 |
Specimen Class A Ordinary Share Certificate Exhibit 4.2 NUMBER NUMBER C SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP Cohn Robbins Holdings Corp. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF U.S.$0.0001 EACH OF Cohn Robbins Holdings Corp. (THE “COMPANY”) transferable on the register of members of the |
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August 25, 2020 |
Exhibit 10.2 SASM&F DRAFT 8/06/20 [●], 2020 Cohn Robbins Holdings Corp. 1000 N. West Street, Suite 1200 Wilmington, DE 19801 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Cohn Robbins Holdings Cor |
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August 25, 2020 |
Form of Sponsor Warrants Purchase Agreement between the Registrant and Cohn Robbins Sponsor LLC Exhibit 10.6 SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [●], 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Cohn Robbins Holdings Corp., a Cayman Islands exempted company (the “Company”), and Cohn Robbins Sponsor LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS: The Company intends t |
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August 25, 2020 |
As filed with the U.S. Securities and Exchange Commission on August 25, 2020. Registration No. 333-240277 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Cohn Robbins Holdings Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1547852 (State or other jurisdic |
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August 25, 2020 |
Exhibit 10.8 Cohn Robbins Holdings Corp. 1000 N. West Street, Suite 1200 Wilmington, DE 19801 [●], 2020 Cohn Robbins Sponsor LLC 1000 N. West Street, Suite 1200 Wilmington, DE 19801 Re: Administrative Services Agreement Ladies and Gentlemen: This Administrative Services Agreement (this “Agreement”) by and between Cohn Robbins Holdings Corp. (the “Company”) and Cohn Robbins Sponsor LLC (the “Provid |
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August 25, 2020 |
Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020. Between: (1) Cohn Robbins Holdings Corp., an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) [●] (“Indemnitee”). Whereas: (A) Highly competent persons have become |
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August 25, 2020 |
Form of Amended and Restated Memorandum and Articles of Association Exhibit 3.1 THE COMPANIES LAW (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF COHN ROBBINS HOLDINGS CORP. (adopted by special resolution dated [Date] and effective on [date]) THE COMPANIES LAW (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF COHN ROBBINS H |
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August 25, 2020 |
Form of Registration Rights Agreement between the Registrant and certain security holders Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [·], 2020, is made and entered into by and among Cohn Robbins Holdings Corp., a Cayman Islands exempted company (the “Company”), and Cohn Robbins Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and any other parties listed on the signature page hereto (together with the |
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August 25, 2020 |
Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP Cohn Robbins Holdings Corp. UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A Ordinary Share, par value $0.0001 per share ( |
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August 25, 2020 |
Form of Code of Ethics and Business Conduct EX-14 16 fs12020a2ex14cohnrobbins.htm FORM OF CODE OF ETHICS AND BUSINESS CONDUCT Exhibit 14 FORM OF CODE OF ETHICS AND BUSINESS CONDUCT OF COHN ROBBINS HOLDINGS CORP. 1. Introduction The Board of Directors (the “Board”) of Cohn Robbins Holdings Corp., a Cayman Islands exempted company (the “Company”), has adopted this code of ethics (this “Code”), as amended from time to time by the Board and whi |
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August 19, 2020 |
CSR ACQUISITION CORP. 1000 N. West Street, Suite 1200 Wilmington, Delaware 19801 August 19, 2020 VIA EMAIL & EDGAR Kevin Dougherty Special Counsel Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: CSR Acquisition Corp. (the “Company”) Registration Statement on Form S-1 (Registration No. 333-240277) Dear Mr. Dougherty: The Company he |
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August 19, 2020 |
August 19, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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August 17, 2020 |
CORRESP 1 filename1.htm August 17, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: CSR Acquisition Corp. Registration Statement on Form S-1 Filed July 31, 2020, as amended File No. 333-240277 Dear Sir or Madam: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as |
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August 17, 2020 |
CSR ACQUISITION CORP. 1000 N. West Street, Suite 1200 Wilmington, Delaware 19801 August 17, 2020 VIA EMAIL & EDGAR Timothy S. Levenberg Special Counsel Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: CSR Acquisition Corp. (the “Company”) Registration Statement on Form S-1 (Registration No. 333-240277) Dear Mr. Levenberg: Pursuant |
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August 17, 2020 |
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 (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CSR Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1547852 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification |
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August 13, 2020 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant EX-4.4 3 fs12020ex4-4csracquisition.htm FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT Exhibit 4.4 WARRANT AGREEMENT CSR ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated August [●], 2020 THIS WARRANT AGREEMENT (this “Agreement”), dated August [●], 2020, is by and between CSR Acquisition Corp., a Cayman Islands exempted company |
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August 13, 2020 |
Form of Underwriting Agreement Exhibit 1.1 30,000,000 Units CSR Acquisition Corp. UNDERWRITING AGREEMENT August [ ], 2020 CREDIT SUISSE SECURITIES (USA) LLC Eleven Madison Avenue New York, New York 10010-3629 As Representative of the several Underwriters listed in Schedule I to the Agreement Ladies and Gentlemen: 1. Introductory. CSR Acquisition Corp., a Cayman Islands exempted company (the “Company”), agrees with the several u |
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August 13, 2020 |
Skadden, Arps, Slate, Meagher & Flom llp DIRECT DIAL (650) 470-4540 DIRECT FAX (213) 621-5234 EMAIL ADDRESS Gregg. |
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August 13, 2020 |
- AMENDMENT NO. 1 TO REGISTERATION STATEMENT As filed with the U.S. Securities and Exchange Commission on August 13, 2020. Registration No. 333-240277 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CSR Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1547852 (State or other jurisdiction o |
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July 31, 2020 |
EX-99.1 18 fs12020ex99-1csracqu.htm CONSENT OF KATHRYN A. HALL Exhibit 99.1 Consent of KATHRYN A. HALL In connection with the filing by CSR Acquisition Corp. (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 o |
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July 31, 2020 |
Form of Letter Agreement among the Registrant and its directors and officers and CSR Sponsor LLC Exhibit 10.2 [●], 2020 CSR Acquisition Corp. 1000 N. West Street, Suite 1200 Wilmington, DE 19801 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between CSR Acquisition Corp., a Cayman Islands exempted com |
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July 31, 2020 |
Form of Registration Rights Agreement between the Registrant and certain security holders Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2020, is made and entered into by and among CSR Acquisition Corp., a Cayman Islands exempted company (the “Company”), and CSR Sponsor LLC, a Cayman Islands exempted limited liability company (the “Sponsor”), and any other parties listed on the signature page hereto (together with the |
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July 31, 2020 |
EX-10.7 14 fs12020ex10-7csracqu.htm FORM OF INDEMNITY AGREEMENT Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020. Between: (1) CSR ACQUISITION CORP., an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) [●] (“Indemn |
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July 31, 2020 |
Form of Code of Ethics and Business Conduct Exhibit 14 FORM OF CODE OF ETHICS AND BUSINESS CONDUCT OF CSR ACQUISITION CORP. 1. Introduction The Board of Directors (the “Board”) of CSR Acquisition Corp., a Cayman Islands exempted company (the “Company”), has adopted this code of ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees (to the extent that |
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July 31, 2020 |
Consent of Alexander T. Robertson Exhibit 99.3 Consent of ALEXANDER T. ROBERTSON In connection with the filing by CSR Acquisition Corp. (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the |
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July 31, 2020 |
EX-99.2 19 fs12020ex99-2csracqu.htm CONSENT OF C. ROBERT KIDDER Exhibit 99.2 Consent of c. rOBERT kIDDER In connection with the filing by CSR Acquisition Corp. (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 |
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July 31, 2020 |
Registration Statement - REGISTRATION STATEMENT As filed with the U.S. Securities and Exchange Commission on July 31, 2020. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CSR Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1547852 (State or other jurisdiction of incorporation or organiza |
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July 31, 2020 |
Form of Amended and Restated Memorandum and Articles of Association EX-3.2 3 fs12020ex3-2csracqu.htm FORM OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION Exhibit 3.2 THE COMPANIES LAW (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF CSR ACQUISITION CORP. (adopted by special resolution dated [Date] and effective on [date]) THE COMPANIES LAW (2020 Revision) OF THE CAYMAN ISL |
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July 31, 2020 |
Exhibit 99.4 Consent of ANNE SHEEHAN In connection with the filing by CSR Acquisition Corp. (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of |
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July 31, 2020 |
Form of Sponsor Warrants Purchase Agreement between the Registrant and CSR Sponsor LLC EX-10.6 13 fs12020ex10-6csracqu.htm FORM OF SPONSOR WARRANTS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND CSR SPONSOR LLC Exhibit 10.6 SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [●], 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between CSR Acquisition Corp., a Cayman Islands exempted company (the “Company”), |
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July 31, 2020 |
EX-10.8 15 fs12020ex10-8csracqu.htm FORM OF ADMINISTRATIVE SERVICES AGREEMENT, BY AND BETWEEN THE REGISTRANT AND AN AFFILIATE OF THE REGISTRANT Exhibit 10.8 CSR Acquisition Corp. 1000 N. West Street, Suite 1200 Wilmington, DE 19801 [●], 2020 CSR Sponsor LLC 1000 N. West Street, Suite 1200 Wilmington, DE 19801 Re: Administrative Services Agreement Ladies and Gentlemen: This Administrative Services |
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July 31, 2020 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant Exhibit 4.4 WARRANT AGREEMENT CSR ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2020 THIS WARRANT AGREEMENT (this “Agreement”), dated [•], 2020, is by and between CSR Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”). WHE |
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July 31, 2020 |
Securities Subscription Agreement, dated July 14, 2020, between the Registrant and CSR Sponsor LLC Exhibit 10.5 CSR ACQUISITION CORP. 1000 N. West Street, Suite 1200 Wilmington, DE 19801 CSR Sponsor LLC July 14, 2020 1000 N. West Street, Suite 1200 Wilmington, DE 19801 RE: Securities Subscription Agreement Ladies and Gentlemen: CSR Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer CSR Sponsor LLC, a Cayman Islands exempted company (the “Subscri |
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July 31, 2020 |
Specimen Class A Ordinary Share Certificate Exhibit 4.2 NUMBER NUMBER C SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP CSR Acquisition Corp. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF U.S.$0.0001 EACH OF CSR Acquisition Corp. (THE “COMPANY”) transferable on the register of members of the Company in p |
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July 31, 2020 |
Memorandum and Articles of Association EX-3.1 2 fs12020ex3-1csracqu.htm MEMORANDUM AND ARTICLES OF ASSOCIATION Exhibit 3.1 THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF CSR Acquisition Corp. THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF CSR Acquisition Corp. 1 The name of the Company is CSR Acqu |
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July 31, 2020 |
Promissory Note, dated July 14, 2020, issued to CSR Sponsor LLC Exhibit 10.1 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COM |
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July 31, 2020 |
EX-10.3 10 fs12020ex10-3csracqu.htm FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2020, by and between CSR Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Contine |
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July 31, 2020 |
EX-4.1 4 fs12020ex4-1csracqu.htm SPECIMEN UNIT CERTIFICATE Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP CSR Acquisition Corp. UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) |
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July 17, 2020 |
As submitted confidentially with the U.S. Securities and Exchange Commission on July 17, 2020. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE |