You may also contact the Companys proxy solicitor at: Morrow Sodali LLC333 Ludlow Street5th Floor, South TowerStamford, CT06902Individuals (toll-free): (800)662-5200Banks and brokerage firms, please call collect: (203)658-9400Email: CRHC.info@investor.morrowsodali.com, For more information regarding the Business Combination and the Business Combination Agreement, please read the Companys Current Report on Form8-K relating to the Business Combination filed with the SEC on January21, 2022, including the complete text of the Business Combination Agreement provided as an exhibit thereto, and the FormF-4. These Questions and Answers are only summaries of the matters they discuss. If the Extension Proposal is approved, we plan to hold another extraordinary general meeting prior to the Extended Date in order to seek shareholder approval of the Business Combination and related proposals. September 08, 2020 21:39 ET ALL U.S.HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE APPLICATION OF THE PFIC RULES TO THE REDEMPTION OF COHN ROBBINS CLASS A SHARES, INCLUDING, WITHOUT LIMITATION, WHETHER A QEF ELECTION, A PURGING ELECTION, A MARK-TO-MARKET ELECTION, OR ANY OTHER ELECTION IS AVAILABLE AND THE CONSEQUENCES TO THEM OF MAKING OR HAVING MADE ANY SUCH ELECTION, AND THE IMPACT OF ANY PROPOSED OR FINAL PFIC TREASURY REGULATIONS. Going public positions Allwyn to expand its shared success to more markets, while enhancing capital access to fund opportunities for accelerated growth. 2 The Adjournment Proposal as an ordinary resolution, to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal (the Adjournment Proposal), which will only be presented at the Extraordinary General Meeting if, based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting to approve the Extension Proposal, in which case the Adjournment Proposal will be the only proposal presented at the Extraordinary General Meeting. Registration statements relating to the securities became effective on September 8, 2020. For purposes of such tests, a U.S.Holder takes into account not only ordinary shares actually owned by such U.S.Holder, but also ordinary shares that are constructively owned by such U.S.Holder. Each whole Warrant entitles the holder to purchase one (1) Class A Ordinary Share (subject to adjustment) for $11.50 per share (subject to adjustment). If the Extension is implemented and you do not elect to redeem your public shares in connection with the Extension, you will retain the right to vote on an initial business combination (including the Business Combination with SAZKA Entertainment) when it is submitted to shareholders and the right to redeem your public shares for cash from the Trust Account in the event the proposed initial business combination is approved and completed or the Company has not consummated an initial business combination by the Extended Date. Those filings are also available free of charge to the public on, or accessible through, the Companys corporate website under the heading Investor Relations at www.cohnrobbins.com. The Working Capital Loan is non-interest-bearing and due to be repaid upon the consummation of an initial business combination. CRHC, a special purpose acquisition company, holds approximately $828 million of cash in trust. Our Board is asking for your proxy. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Companys preliminary prospectus for the Companys offering filed with the U.S. Securities and Exchange Commission (the SEC). If you are a holder of record of Cohn Robbins Shares on July11, 2022, the Record Date for the Extraordinary General Meeting, you may vote in person or by virtual attendance at the Extraordinary General Meeting or by submitting a proxy for the Extraordinary General Meeting. Once the securities comprising the units begin separate trading, the Class A ordinary shares and redeemable warrants are expected to be listed on the NYSE under the symbols CRHC and CRHC WS, respectively. If a shareholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on non-discretionary matters. While shareholders are encouraged to attend the meeting virtually, you will be permitted to attend the Extraordinary General Meeting in person at the offices of Skadden, Arps, Slate, Meagher& Flom LLP only to the extent consistent with, or permitted by, applicable law and directives of public health authorities. CRHC is Co-Chaired by its Co-Founders, Gary D. Cohn and Clifton S. Robbins, Karel Komrek, Chairman of the Board of Allwyn and Founder of KKCG Investment Group, Allwyn's majority owner, stated, "Listing on the NYSE is the next chapter in Allwyn's history and track record of shared success benefitting players, communities, governments and investors. In order to obtain a physical share certificate, a shareholders broker and/or clearing broker, The Depository Trust Company and the Companys transfer agent will need to act together to facilitate this request. 1 The Extension Proposalas a special resolution, to amend the Companys Amended and Restated Memorandum and Articles of Association (the Charter) pursuant to an amendment to the Charter in the form set forth in AnnexA of the accompanying proxy statement to extend the date by which the Company must (i)consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, which we refer to as our initial business combination, (ii)cease its operations except for the purpose of winding up if it fails to complete such initial business combination and (iii)redeem all of the ClassA ordinary shares, par value $0.0001 per share, of the Company (Cohn Robbins ClassA Shares), included as part of the units sold in the Companys initial public offering that was consummated on September11, 2020 (the IPO), from September11, 2022, to December11, 2022 (the Extension, such date, the Extended Date and such proposal the Extension Proposal); and. | Source: Instead, the closing of the Business Combination is expected to take place as soon as practicable after such extraordinary general meeting, which is expected to be held sometime before the Extended Date, subject to the satisfaction or waiver of the closing conditions in the Business Combination Agreement. What vote is required to approve the Extension Proposal? An investor presentation also will be available on the CRHC and Allwyn websites. This proxy statement and the enclosed proxy card are being sent to you in connection with the solicitation of proxies by our Board for use at the Extraordinary General Meeting to be held virtually and in person or by proxy on September7, 2022, or at any adjournments or postponements thereof. Any remaining excess will be treated as gain realized on the sale or other disposition of the Cohn Robbins ClassA Shares and will be treated as described below under the section entitled Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Cohn Robbins ClassA Shares.. Instead, the closing of the Business Combination is expected to take place as soon as practicable after such extraordinary general meeting, which is expected to be held sometime before the Extended Date, subject to the satisfaction or waiver of the closing conditions in the Business Combination Agreement. Liquidation of the Trust Account is a fundamental obligation of the Company to the public shareholders and the Company is not proposing, and will not propose, to change that obligation to the public shareholders. OUR BOARD EXPRESSES NO OPINION AS TO WHETHER YOU SHOULD REDEEM YOUR PUBLIC SHARES. (b)prior to 5:00p.m., NewYork City time, on September2, 2022 (two (2)business days prior to the vote at the Extraordinary General Meeting), (i)submit a written request to Continental, the Companys transfer agent, that the Company redeem your public shares for cash and (ii)tender or deliver your shares (and share certificates (if any) and other redemption forms) to the transfer agent, physically or electronically through The Depository Trust Company. Many factors could cause actual future events to differ from the forward-looking statements in this document, including but not limited to: (1) the outcome of any legal proceedings that may be instituted against CRHC or Allwyn following the announcement of the Business Combination; (2) the inability to complete the Business Combination, including due to the inability to concurrently close the Business Combination and the private placement of common stock or due to failure to obtain approval of CRHCs shareholders; (3) the risk that the Business Combination may not be completed by CRHCs business combination deadline and the potential failure to obtain an extension of such deadline sought by CRHC; (4) the failure to satisfy the conditions to the consummation of the Business Combination, including the approval by CRHCs shareholders and the satisfaction of the minimum trust account amount following any redemptions by CRHCs public shareholders; (5) the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement; (6) the risk that the Business Combination disrupts current plans and operations as a result of the consummation of the Business Combination; (7) the inability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain key employees; (8) costs related to the Business Combination; (9) changes in the applicable laws or regulations; (10) the possibility that the combined company may be adversely affected by other economic, business, and/or competitive factors; (11) the risk of downturns and a changing regulatory landscape in the industry in which Allwyn operates; (12) Allwyns ability to obtain or maintain rights or licenses to operate in any market in which Allwyn operates or seeks to operate in the future; (13) the potential inability of Allwyn to raise additional capital needed to pursue its business objectives or to achieve efficiencies regarding other costs; (14) the enforceability of Allwyns intellectual property, including its patents, and the potential infringement on the intellectual property rights of others, cyber security risks or potential breaches of data security; and (15) other risks and uncertainties described in CRHCs registration statement on Form S-1 and Annual Report on Form 10-K, as amended from time to time, for the fiscal year ended December 31, 2020 and its subsequent Quarterly Reports on Form 10-Q, and the Registration Statement. The transaction is expected to close in 2Q22. Our Board recommends that you vote in favor of the Extension Proposal, but expresses no opinion as to whether you should redeem your public shares. Cohn Robbins Holdings Corp. Shareholders Approve Business - GlobeNewswire Cohn Robbins engaged Grant Thornton LLP to provide financial, accounting and tax advisory services on the potential business combination. About Cohn Robbins Holdings Corp.Founded and listed on the NYSE in 2020, Cohn Robbins Holdings Corp. is Co-Chaired by Gary D. Cohn and Clifton S. Robbins. NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the Company, will be held on September7, 2022, at 10:00AM NewYork City time, at the offices of Skadden, Arps, Slate, Meagher& Flom LLP, located at One Manhattan West, NewYork, NewYork 10001, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned, and will be available to attend virtually via the Internet. A high-level overview of Cohn Robbins Holdings Corp. (CRRCF) stock. The Company cannot assure shareholders that they will be able to sell their Cohn Robbins ClassA Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. Approval of the Extension Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of a majority of the holders of at least two-thirds of the Cohn Robbins Shares issued and outstanding, represented in person or by proxy and entitled to vote thereon and who do so in person or by proxy at the Extraordinary General Meeting.