Allwyn Entertainment (ALWN) F-4/ARegistration of securities (foreign) (amended)

As filed with the U.S. Securities and Exchange Commission on August 9, 2022.

Registration No. 333-266244

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2

to

FORM F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Allwyn Entertainment AG

(Exact name of registrant as specified in its charter)

Weinmarkt 9

6004 Lucerne

Switzerland

Tel.: +41 41 266 09 43

(Address, including zip code, and telephone number, including area code, of principal executive offices)

Puglisi & Associates

850 Library Avenue, Suite 204

Newark, DE 19715

(302) 738-6680

(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement and all other conditions to the proposed Business Combination described herein have been satisfied or waived.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)   ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)   ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company   ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.   ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, pursuant to said Section 8(a), may determine.

The information contained in this document is subject to completion or amendment. A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document is not an offer to sell these securities and it is not soliciting an offer to buy these securities, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PRELIMINARY — SUBJECT TO COMPLETION, DATED AUGUST 9, 2022

LETTER TO SHAREHOLDERS OF COHN ROBBINS HOLDINGS CORP.

Cohn Robbins Holdings Corp.

1000 N. West Street, Suite 1200

Wilmington, DE 19801

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF COHN ROBBINS HOLDINGS CORP.

AND

PROSPECTUS FOR 106,837,600 CLASS B ORDINARY SHARES, 39,056,790 WARRANTS AND 51,013,333 CLASS B ORDINARY SHARES UNDERLYING WARRANTS, IN EACH CASE, OF ALLWYN ENTERTAINMENT AG

Dear Cohn Robbins Shareholder:

You are cordially invited to attend an extraordinary general meeting, in lieu of the 2022 annual meeting of Cohn Robbins’ shareholders, (the “General Meeting”) of the shareholders of Cohn Robbins Holdings Corp., a Cayman Islands exempted company (“Cohn Robbins”), which will be held on [●], 2022 at [●] a.m., New York City time, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”), located at One Manhattan West, New York, New York 10001, and via a live webcast at www.cstproxy.com/cohnrobbins/2022, or at such other time, on such other date and at such other place to which the meeting may be adjourned. To attend the meeting virtually please visit www.cstproxy.com/cohnrobbins/2022 and use a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the virtual meeting, registered stockholders and beneficial stockholders (i.e., those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement/prospectus.

On January 20, 2022, Cohn Robbins, SAZKA Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) (“SAZKA Entertainment” or the “Company”), Allwyn Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) (“Swiss NewCo”), Allwyn US HoldCo, a Delaware limited liability company and a direct, wholly owned subsidiary of Swiss NewCo (“US HoldCo”), and Allwyn Sub LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of US HoldCo (“DE Merger Sub”), entered into a Business Combination Agreement (as it may be amended from time to time, the “Business Combination Agreement”), attached hereto as Annex A, pursuant to which, among other things, shareholders of each of Cohn Robbins and SAZKA Entertainment will exchange their securities in those entities for securities of Swiss NewCo. To effectuate the Business Combination and related transactions contemplated by the Business Combination Agreement (and described therein), among other things and subject to the terms and conditions therein, the Business Combination Agreement provides that:

At or substantially concurrently with the Closing Date (as defined below), Swiss NewCo will distribute the Available Cohn Robbins Cash (as defined below) in the following order of priority: (i) first, to pay certain transaction expenses of Cohn Robbins and SAZKA Entertainment (the “Transaction Expenses”), (ii) second, paid to Primrose Holdings (Lux) S.à r.l (“Primrose”) the Primrose Cash Distribution (as defined below), (iii) third, paid to KKCG, as the KKCG Cash Consideration, up to and until the sum of distributions made pursuant to clauses (i), (ii) and (iii) is equal to $850 million, (iv) fourth, to be retained on the balance sheet of Swiss NewCo as primary proceeds up to and until the amount retained pursuant to this clause (iv) is equal to the product of (a) $850 million less the Transaction Expenses payable in clause (i) (the “Net Minimum Cash”), multiplied by (b) the fraction 3/2, (c) less the Net Minimum Cash and (v) fifth, one-third of any remaining amount shall be retained on the balance sheet of Swiss NewCo as additional primary proceeds and two-thirds shall be distributed to KKCG (the aggregate amount of the payments made to KKCG pursuant to clauses (iii) and (v), the “KKCG Cash Consideration”). For illustrative purposes, if the Closing Date occurred on [●] and Transaction Expenses were equal to $100,000,000, the KKCG Cash Consideration would be equal to approximately $[●] (assuming no Cohn Robbins Class A Shares are redeemed) and $[●] (assuming 33,125,487 Cohn Robbins Class A Shares are redeemed, the maximum amount of redemptions such that the Available Cohn Robbins Cash Condition is still met).

In connection with the foregoing and concurrently with the execution of the Business Combination Agreement, Cohn Robbins and Swiss NewCo entered into subscription agreements (the “Subscription Agreements”) with certain third-party investors (each, a “Third-Party PIPE Investor”) and Cohn Robbins Sponsor LLC, a Delaware limited liability company (the “Cohn Robbins Sponsor”) (together with the Third-Party PIPE Investors, the “PIPE Investors”), pursuant to which such PIPE Investors agreed to purchase from Swiss NewCo, severally and not jointly, and Swiss NewCo agreed to issue and sell to such PIPE Investors, a number of Swiss NewCo Class B Shares (the “PIPE Subscribed Shares”) equal to (x) an aggregate amount of Base Shares (as defined in the Subscription Agreements) purchased at $10.00 per share, multiplied by (y)(i) in the case of the Third-Party PIPE Investors, the Class B Exchange Ratio (between 1.08 and 1.40 depending on the number of redemptions) and (ii) in the case of the Cohn Robbins Sponsor, 1.08, for aggregate gross proceeds of $353 million, in private placements to be issued substantially concurrently with the closing of the Business Combination (the “PIPE Financing”). The Swiss NewCo Class B Shares to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act, in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act (as defined below). Swiss NewCo will grant the Third-Party PIPE Investors certain customary registration rights in connection with the PIPE Financing, including demand and piggyback rights for any large Third-Party PIPE Investors that satisfy the ownership thresholds set forth in their respective Subscription Agreements. The PIPE Financing is contingent upon, among other things, the Closing (as defined below) of the Business Combination.

In connection with their entry into the Business Combination Agreement, SAZKA Entertainment, Cohn Robbins and Swiss NewCo entered into an agreement (the “Sponsor Agreement”), attached hereto as Annex C, with the Cohn Robbins Sponsor and the directors of Cohn Robbins holding Founder Shares (as defined below) (the “Cohn Robbins Initial Shareholders”), pursuant to which, among other things, the Cohn Robbins Sponsor and each Cohn Robbins Initial Shareholder has agreed that, immediately prior to the consummation of the SPAC Merger, the Cohn Robbins Sponsor and the Cohn Robbins Initial Shareholders shall contribute, transfer, assign, convey and deliver to Cohn Robbins all of such Cohn Robbins Sponsor’s or Cohn Robbins Initial Shareholders’ right, title and interest in, to and under such Cohn Robbins Sponsor’s or Cohn Robbins Initial Shareholders’ Cohn Robbins Class B common stock, par value $0.0001 per share (“Cohn Robbins Class B Shares”), in exchange for Cohn Robbins Class A Shares (the “Founder Recapitalization”). In connection with the Founder Recapitalization, (i) all 20,540,000 outstanding Cohn Robbins Class B Shares held by the Cohn Robbins Sponsor shall be exchanged and converted into the number of Cohn Robbins Class A Shares equal to (x) 17,253,600, divided by (y) the Class B Exchange Ratio and (ii) all 160,000 outstanding Cohn Robbins Class B Shares held by Anne Sheehan, C. Robert Kidder, Alexander T. Robertson and Kathryn A. Hall (the “Independent Directors”) shall be exchanged and converted into the number of Cohn Robbins Class A Shares equal to (x) 160,000, divided by (y) the Class B Exchange Ratio. Under the Sponsor Agreement, the Cohn Robbins Sponsor has agreed, among other things, that, (i) immediately prior to the consummation of the SPAC Merger, the Cohn Robbins Sponsor shall automatically irrevocably surrender and forfeit to Cohn Robbins for no consideration, as a contribution to capital, a certain number of Cohn Robbins Warrants, (as defined below) as set forth therein and (ii) the Swiss NewCo Class B Shares held by the Cohn Robbins Sponsor will be subject to certain vesting and lock-up terms as set forth therein.

Additionally, in connection with their entry into the Business Combination Agreement, SAZKA Entertainment, Cohn Robbins, the Cohn Robbins Sponsor, Clifton S. Robbins, Gary D. Cohn, Charles S. Kwon, Anne Sheehan, C. Robert Kidder, Alexander T. Robertson and Kathryn A. Hall (such individuals, together with the Cohn Robbins Sponsor, the “Sponsor Parties”), and Swiss NewCo entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”), attached hereto as Annex B, pursuant to which, among other things, the Cohn Robbins Initial Shareholders each agreed (i) to vote in favor of the Business Combination Agreement and the transactions contemplated thereby, subject to the terms and conditions contemplated by the Sponsor Support Agreement and (ii) to be bound by certain transfer restrictions with respect to the Cohn Robbins Ordinary Shares held by them.

At the General Meeting, Cohn Robbins’ shareholders will be asked to consider and vote upon a proposal, as a special resolution, to approve the Business Combination Agreement, and the transactions contemplated thereby (including, for the avoidance of doubt, Cohn Robbins’ merger with DE Merger Sub pursuant to a plan of merger,

attached hereto as Annex I, by and between Cohn Robbins and DE Merger Sub required to be filed with the Cayman Registrar of Companies by the Companies Act (the “Plan of Merger”)) (the “Business Combination Proposal” or “Proposal No. 1”).

Cohn Robbins’ shareholders are also being asked to consider and vote upon a proposal, as an ordinary resolution, to adjourn the General Meeting to a later date or dates to the extent reasonable (i) to ensure that any supplement or amendment to this proxy statement/prospectus is provided to Cohn Robbins’ shareholders, (ii) in order to solicit additional proxies from Cohn Robbins’ shareholders in favor of the Business Combination Proposal, (iii) if Cohn Robbins’ shareholders redeem an amount of Cohn Robbins Class A Shares such that the Available Cohn Robbins Cash Condition would not be satisfied or (iv) in order to solicit additional proxies in order to consummate the transactions contemplated by, or for any other reason in connection with, the Business Combination Agreement (the “Adjournment Proposal” or “Proposal No. 2”).

Each of Proposal No. 1 and Proposal No. 2 is more fully described in this proxy statement/prospectus, which each shareholder is encouraged to read carefully.

The Cohn Robbins Class A Shares, Cohn Robbins Public Units (as defined below) and Cohn Robbins Public Warrants are currently listed on the NYSE under the symbols “CRHC,” “CRHC.U” and “CRHC.WS,” respectively. Upon the Closing of the Business Combination, Cohn Robbins’ securities will be delisted from the NYSE (as defined below). Swiss NewCo intends to apply to list the Swiss NewCo Class B Shares and Swiss NewCo Public Warrants (as defined below) on the NYSE under the symbols “ALWN” and “ALWN.WS,” respectively, upon the Closing of the Business Combination.

With respect to Cohn Robbins and the holders of the Cohn Robbins Ordinary Shares, this proxy statement/prospectus serves as a:

Pursuant to the Cohn Robbins amended and restated memorandum and articles of association, Cohn Robbins is providing its public shareholders with the opportunity to redeem, upon the Closing of the Business Combination, any Cohn Robbins Class A Shares then held by them for cash equal to each Cohn Robbins shareholder’s respective pro rata share of the aggregate amount on deposit (as of two (2) business days prior to the Closing of the Business Combination) in the Trust Account (as defined below) that holds the proceeds (including interest accrued thereon, which shall be net of taxes payable) of Cohn Robbins’ initial public offering and certain of the proceeds of the sale of the Private Placement Warrants (as defined below). Redemptions referred to herein shall take effect as repurchases under the Cohn Robbins amended and restated memorandum and articles of association. The per-share amount Cohn Robbins will distribute to shareholders who properly redeem their Cohn Robbins Class A Shares will not be reduced by the aggregate deferred underwriting fee of approximately $29.0 million that Cohn Robbins will pay to the underwriters of Cohn Robbins’ initial public offering or the Transaction Expenses (as defined below). For illustrative purposes, based on the fair value of marketable securities held in the Trust Account of approximately $829.1 million as of June 30, 2022, the estimated per Cohn Robbins Class A Share redemption price would have been approximately $10.01. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to the Transfer Agent in order to validly redeem its shares. Public shareholders may elect to redeem their shares even if they vote for the Business Combination Proposal. A public shareholder, together with any of its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act (as defined below)), will be restricted from redeeming in the aggregate its shares or, if part of such a group, the group’s shares, in excess of 15% of the outstanding Cohn Robbins Class A Shares (i.e., in excess of 12,420,000 Cohn Robbins Class A Shares). Cohn Robbins has no specified maximum

redemption threshold under its amended and restated memorandum and articles of association, other than the aforementioned 15% threshold. Each redemption of Cohn Robbins Class A Shares by Cohn Robbins’ public shareholders will reduce the amount in the Trust Account.

The conditions to Closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties. The Business Combination Agreement provides that SAZKA Entertainment’s obligation to consummate the Business Combination is conditioned on the amount of cash in the Trust Account (net of the Cash Redemption Amount (as defined below)) together with the proceeds from the PIPE Financing (or other financing in connection with the SPAC Merger and the Acquisition Transfer) (prior to any payment of any deferred underwriting commissions being held in the Trust Account or any unpaid transaction expenses of SAZKA Entertainment and Cohn Robbins) being equal to or greater than $850 million (such amount, the “Available Cohn Robbins Cash,” and such condition, the “Available Cohn Robbins Cash Condition”). If, as a result of redemptions of Cohn Robbins Class A Shares by Cohn Robbins’ public shareholders, the Available Cohn Robbins Cash Condition is not met or is not waived by SAZKA Entertainment, then SAZKA Entertainment may elect not to consummate the Business Combination. In addition, in no event will Cohn Robbins redeem its Cohn Robbins Class A Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as provided in Cohn Robbins’ amended and restated memorandum and articles of association. Unless otherwise specified, the information in this proxy statement/prospectus assumes that (i) none of Cohn Robbins’ public shareholders exercise their redemption rights with respect to their Cohn Robbins Class A Shares and (ii)(1) KKCG, who holds 100% of the ordinary shares of SAZKA Entertainment and (2) Primrose, who holds 100% of the preferred shares of SAZKA Entertainment (collectively, the “SAZKA Shareholders”) represent collectively 100% of the issued and outstanding shares of SAZKA Entertainment.

The Cohn Robbins Initial Shareholders and the other officers and directors of Cohn Robbins have agreed, for no consideration in return, to waive their redemption rights with respect to any Founder Shares they may hold in connection with the consummation of the Business Combination, and the Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. The Cohn Robbins Initial Shareholders and other directors and officers of Cohn Robbins have agreed to vote any Cohn Robbins Ordinary Shares (including Founder Shares and any other public shares of Cohn Robbins as of the record date) owned by them in favor of the Business Combination and the transactions contemplated thereby (including by voting in favor of the Business Combination Proposal and for any other proposal presented to Cohn Robbins’ shareholders in this proxy statement/prospectus). The Founder Shares are subject to transfer restrictions. The Cohn Robbins amended and restated memorandum and articles of association includes a conversion adjustment which provides that the Founder Shares will automatically convert, at the time of the Business Combination, into the number of Cohn Robbins Class A Shares one (1) day after the Closing of the Business Combination, at a one-to-one conversion rate that entitles the holders of such Founder Shares to own an additional 20,700,000 Cohn Robbins Class A Shares. However, the Cohn Robbins Sponsor has agreed to waive such conversion adjustment pursuant to the Sponsor Agreement and the 20,540,000 Founder Shares held by the Cohn Robbins Sponsor prior to the Closing of the Business Combination will be exchanged for (i) 17,253,600 Cohn Robbins Class A Shares divided by (y) the Class B Exchange Ratio, immediately prior to the SPAC Merger, and the remaining 160,000 Founder Shares held by certain of Cohn Robbins’ directors shall be converted a number of Cohn Robbins Class A Shares equal to (x) 160,000, divided by (y) the Class B Exchange Ratio, such that the Cohn Robbins Initial Shareholders will hold approximately 1.5% of the total number of Swiss NewCo Shares outstanding after the consummation of the Business Combination (assuming (i) no exercise of the Private Placement Warrants and (ii) no Cohn Robbins Class A Shares are redeemed).

Cohn Robbins is providing this proxy statement/prospectus and accompanying proxy card to its shareholders in connection with the solicitation of proxies to be voted at the General Meeting and at any adjournments or postponements of the General Meeting. Information about the General Meeting, the Business Combination and other related business to be considered by Cohn Robbins’ shareholders at the General Meeting is included in this proxy statement/prospectus. Whether or not you plan to attend the General Meeting, all Cohn Robbins’ shareholders are urged to read carefully this proxy statement/prospectus, including the Annexes and the accompanying financial statements of Swiss NewCo, Cohn Robbins and SAZKA Entertainment, carefully and in their entirety. In particular, you are urged to read carefully the section entitled “Risk Factors.”

After careful consideration, the Cohn Robbins Board has approved the Business Combination Agreement and the Business Combination, and recommends that Cohn Robbins’ shareholders vote “FOR” adoption of the Business Combination Agreement and approval of the Business Combination and “FOR” any other proposal presented to Cohn Robbins’ shareholders in this proxy statement/prospectus. When considering the Cohn Robbins Board’s recommendation of these proposals, you should keep in mind that certain Cohn Robbins directors and officers have interests in the Business Combination that may conflict with your interests as shareholders. Please see the section entitled “Proposal No. 1— The Business Combination Proposal— Interests of Certain Persons in the Business Combination” for additional information.

Approval of the Business Combination Proposal requires the affirmative vote of holders of at least two-thirds of the Cohn Robbins Ordinary Shares that are entitled to vote and are voted at the General Meeting. Approval of the Adjournment Proposal requires the affirmative vote of holders of a majority of the Cohn Robbins Ordinary Shares that are entitled to vote and are voted at the General Meeting.

Your vote is very important. Whether or not you plan to attend the General Meeting, please vote as soon as possible by following the instructions in this proxy statement/prospectus to ensure that your shares are represented at the General Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the General Meeting. The transactions contemplated by the Business Combination Agreement will be consummated only if the Business Combination Proposal is approved at the General Meeting. The Closing of the Business Combination is conditioned upon the approval of the Business Combination Proposal. If the Business Combination Proposal is not approved by the shareholders of Cohn Robbins, the Business Combination will not be consummated. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and you do not attend the General Meeting in person, your shares will not be counted for purposes of determining whether a quorum is present at the General Meeting. If you are a shareholder of record and you attend the General Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND THAT COHN ROBBINS REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO THE TRANSFER AGENT AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED VOTE AT THE GENERAL MEETING. YOUR REDEMPTION RIGHTS INCLUDE THE REQUIREMENT THAT A HOLDER MUST IDENTIFY ITSELF IN WRITING AS A BENEFICIAL HOLDER AND PROVIDE ITS LEGAL NAME, PHONE NUMBER AND ADDRESS TO THE TRANSFER AGENT IN ORDER TO VALIDLY REDEEM ITS SHARES. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING DEPOSITORY TRUST COMPANY’S (“DTC”) DEPOSIT WITHDRAWAL AT CUSTODIAN (“DWAC”) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN YOUR SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD YOUR SHARES IN “STREET NAME,” YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of the Cohn Robbins Board, I would like to thank you for your support of Cohn Robbins and look forward to a successful completion of the Business Combination.

, 2022

Important Notice Regarding the Availability of Proxy Materials for the General Meeting to be held on [●], 2022.

The notice of the General Meeting and the related proxy statement will be available at www.cstproxy.com/cohnrobbins/2022.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES OR REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED PARTY TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURES IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated [●], 2022, and is expected to be first mailed or otherwise delivered to Cohn Robbins’ shareholders on or about [●], 2022.

EXPLANATORY NOTE

On May 12, 2022, SAZKA Entertainment’s general meeting of shareholders resolved to change the legal name of SAZKA Entertainment AG to Allwyn AG, and the SAZKA Board changed the legal names of SAZKA Group a.s., SAZKA Group CZ a.s. and SAZKA Group UK Limited to Allwyn International a.s., Allwyn Services Czech Republic a.s. and Allwyn Services UK Ltd, respectively. Unless otherwise indicated or the context otherwise requires, all references in this proxy statement/prospectus to the terms “SAZKA Entertainment AG” or “SAZKA Entertainment”, “SAZKA Group a.s.” or “SAZKA Group”, SAZKA Group CZ a.s. and SAZKA Group UK Limited refer to Allwyn AG, Allwyn International a.s., Allwyn Services Czech Republic a.s. and Allwyn Services UK Ltd, respectively.

ADDITIONAL INFORMATION

No person is authorized to give any information or to make any representation with respect to the matters that this proxy statement/prospectus describes other than those contained in this proxy statement/prospectus, and, if given or made, such information or representation must not be relied upon as having been authorized by Cohn Robbins, SAZKA Entertainment or Swiss NewCo. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of this proxy statement/prospectus nor any distribution of securities under this proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of Cohn Robbins, SAZKA Entertainment or Swiss NewCo since the date of this proxy statement/prospectus or that any information contained herein is correct as of any time subsequent to such date.

NOTICE OF THE EXTRAORDINARY GENERAL MEETING OF STOCKHOLDERS

OF COHN ROBBINS HOLDINGS CORP.

TO BE HELD ON [●], 2022

To the Shareholders of Cohn Robbins:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting, in lieu of the 2022 annual meeting of Cohn Robbins’ shareholders, of Cohn Robbins, will be held on [●], 2022 at [●] a.m., New York City time, at the offices of Skadden, located at One Manhattan West, New York, New York 10001, and via a live webcast at www.cstproxy.com/cohnrobbins/2022, or at such other time, on such other date and at such other place to which the meeting may be adjourned. You are cordially invited to attend the General Meeting to conduct the following items of business and/or consider, and if thought fit, approve the following items:

To attend the meeting virtually please visit www.cstproxy.com/cohnrobbins/2022 and use a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the virtual meeting, registered shareholders and beneficial shareholders (i.e., those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement/prospectus.

The record date for the General Meeting for Cohn Robbins’ shareholders that hold their shares in “street name” is July 11, 2022. For Cohn Robbins’ shareholders holding their shares in “street name,” only shareholders holding such shares at the close of business on that date may vote at the General Meeting or any adjournment thereof. For the avoidance of doubt, the record date does not apply to Cohn Robbins’ shareholders that hold their shares in registered form and are registered as shareholders in Cohn Robbins’ register of members. Cohn Robbins’ shareholders that hold their shares in registered form are entitled to one (1) vote on each proposal presented at the General Meeting for each Cohn Robbins Ordinary Share held on the record date of the General Meeting.

As further described in this proxy statement/prospectus, subject to the terms and conditions of the Business Combination Agreement, upon consummation of the Business Combination, among other things, shareholders of each of Cohn Robbins and SAZKA Entertainment will exchange their securities in those entities, as applicable, for securities of Swiss NewCo. To effectuate the Business Combination and related transactions contemplated by the Business Combination Agreement (and described therein), among other things and subject to the terms and conditions therein, the Business Combination Agreement provides that:

At or substantially concurrently with the Closing Date, Swiss NewCo will distribute the Available Cohn Robbins Cash in the following order of priority: (i) first, to pay certain Transaction Expenses, (ii) second, paid to Primrose the Primrose Cash Distribution (as defined in the Business Combination Agreement), (iii) third, paid as KKCG Cash Consideration, to KKCG up to and until the sum of distributions made pursuant to clauses (i), (ii) and (iii) is equal to $850 million, (iv) fourth, to be retained on the balance sheet of Swiss NewCo as primary proceeds up to and until the amount retained pursuant to this clause (iv) is equal to the product of (a) the Net Minimum Cash, multiplied by (b) the fraction 3/2 (c) less the Net Minimum Cash and (v) fifth, one-third of any remaining amount shall be retained on the balance sheet of Swiss NewCo as additional primary proceeds and two-thirds shall be distributed to KKCG.

In connection with the foregoing and concurrently with the execution of the Business Combination Agreement, Cohn Robbins and Swiss NewCo entered into the Subscription Agreements with the PIPE Investors pursuant to which such PIPE Investors agreed to purchase from Swiss NewCo, severally and not jointly, and Swiss NewCo agreed to issue and sell to such PIPE Investors, a number of Swiss NewCo Class B Shares equal to (x) an aggregate amount of Base Shares (as defined in the Subscription Agreements) purchased at $10.00 per share, multiplied by (y)(i) in the case of the Third-Party PIPE Investors, the Class B Exchange Ratio (between 1.08 and 1.40, depending on the number of redemptions) and (ii) in the case of Cohn Robbins Sponsor, 1.08, for aggregate gross proceeds of $353 million, in private placements to be issued substantially concurrently with the closing of the Business Combination. The Swiss NewCo Class B Shares to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act, in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. Swiss NewCo will grant the Third-Party PIPE Investors certain customary registration rights in connection with the PIPE Financing, including demand and piggyback rights for any large Third-Party PIPE Investors that satisfy the ownership thresholds set forth in their applicable Subscription Agreements. The PIPE Financing is contingent upon, among other things, the Closing of the Business Combination.

In connection with their entry into the Business Combination Agreement, Cohn Robbins and Swiss NewCo entered into the Sponsor Agreement with the Cohn Robbins Initial Shareholders and the Cohn Robbins Sponsor, pursuant to which, among other things, the Cohn Robbins Sponsor and each Cohn Robbins Initial Shareholder have agreed that, immediately prior to the consummation of the SPAC Merger, the Cohn Robbins Sponsor and the Cohn Robbins Initial Shareholders shall contribute, transfer, assign, convey and deliver to Cohn Robbins all of such Cohn Robbins Sponsor’s or Cohn Robbins Initial Shareholders’ right, title and interest in, to and under such Cohn Robbins Sponsor’s or Cohn Robbins Initial Shareholders’ Cohn Robbins Class B Shares, par value $0.0001 per share in exchange for Cohn Robbins Class A Shares. In connection with the Founder Recapitalization, (i) all 20,540,000 outstanding Cohn Robbins Class B Shares held by the Cohn Robbins Sponsor shall be exchanged and converted into the number of Cohn Robbins Class A Shares equal to (x) 17,253,600, divided by (y) the Class B Exchange Ratio and (ii) all 160,000 outstanding Cohn Robbins Class B Shares held by the Independent Directors shall be exchanged and converted into the number of Cohn Robbins Class A Shares equal to (x) 160,000, divided by (y) the Class B Exchange Ratio.

Additionally, in connection with their entry into the Business Combination Agreement, SAZKA Entertainment, Cohn Robbins, the Sponsor Parties and Swiss NewCo entered into the Sponsor Support Agreement, pursuant to which, among other things, the Cohn Robbins Sponsor and each Cohn Robbins Initial Shareholder agreed (i) to vote in favor of the Business Combination Agreement and the transactions contemplated thereby, subject to the terms and conditions contemplated by the Sponsor Support Agreement and (ii) to be bound by certain transfer restrictions with respect to Cohn Robbins Ordinary Shares held by them.

The above matters are more fully described in this proxy statement/prospectus, which also includes, as Annex A, a copy of the Business Combination Agreement. You are urged to read carefully this proxy statement/prospectus in its entirety, including each of the Annexes hereto and the accompanying financial statements provided herein.

Pursuant to the Cohn Robbins amended and restated memorandum and articles of association, Cohn Robbins is providing its public shareholders with the opportunity to redeem, upon the Closing of the Business Combination, Cohn Robbins Class A Shares then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two (2) business days prior to the Closing of the Business Combination) in the Trust Account that holds the proceeds (including interest accrued thereon, which shall be net of taxes payable) of Cohn Robbins’ initial public offering and certain of the proceeds of the sale of the Private Placement Warrants. Redemptions referred to herein shall take effect as repurchases under the Cohn Robbins amended and restated memorandum and articles of association. The per-share amount Cohn Robbins will distribute to its shareholders who properly redeem their Cohn Robbins Class A Shares will not be reduced by the aggregate deferred underwriting fee of approximately $29.0 million that Cohn Robbins will pay to the underwriters of Cohn Robbins’ initial public offering or transaction expenses of SAZKA Entertainment and Cohn Robbins incurred in connection with the Business Combination. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account of approximately $829.1 million as of June 30, 2022, the estimated per Cohn Robbins Class A Share redemption price would have been approximately $10.01. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to the Transfer Agent in order to validly redeem its shares. Public shareholders may elect to redeem their shares even if they vote for the Business Combination Proposal. A public shareholder, together with any of its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the outstanding Cohn Robbins Class A Shares (i.e., in excess of 12,420,000 Cohn Robbins Class A Shares). Cohn Robbins has no specified maximum redemption threshold under its amended and restated memorandum and articles of association, other than the aforementioned 15% threshold. Each redemption of Cohn Robbins Class A Shares by Cohn Robbins’ public shareholders will reduce the amount in the Trust Account.

The conditions to Closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties. The Business Combination Agreement provides that SAZKA Entertainment’s obligation to consummate the Business Combination is conditioned on the Available Cohn Robbins Cash Condition. If, as a result of redemptions of Cohn Robbins Class A Shares by Cohn Robbins’ public shareholders, the Available Cohn Robbins Cash Condition is not met or is not waived by SAZKA Entertainment, then SAZKA Entertainment may elect not to consummate the Business Combination. In addition, in no event will Cohn Robbins redeem its Cohn Robbins Class A Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as provided in Cohn Robbins’ amended and restated memorandum and articles of association. Unless otherwise specified, the information in this proxy statement/prospectus assumes that (i) none of Cohn Robbins’ public shareholders exercise their redemption rights with respect to their Cohn Robbins Class A Shares and (ii) the SAZKA Shareholders represent 100% of the issued and outstanding shares of SAZKA Entertainment.

It is anticipated that, upon completion of the Business Combination: (i) Cohn Robbins’ public shareholders will own approximately 11.2% of Swiss NewCo; (ii) the Cohn Robbins Initial Shareholders will own approximately 1.5% of Swiss NewCo (as a result of the Business Combination and the PIPE Financing); (iii) the PIPE Investors

(excluding the Cohn Robbins Initial Shareholders) will own approximately 4.8% of Swiss NewCo; and (iv) KKCG will own approximately 82.6% of Swiss NewCo. These levels of ownership interests assume that (A) no Cohn Robbins Class A Shares are elected to be redeemed by Cohn Robbins’ public shareholders, (B) 38,124,000 Swiss NewCo Class B Shares are issued to the PIPE Investors in connection with the PIPE Financing and (C) the SAZKA Shareholders represent 100% of the issued and outstanding shares of SAZKA Entertainment.

The ownership percentages with respect to Swiss NewCo following the Business Combination do not take into account the warrants to purchase Swiss NewCo Shares that will be outstanding immediately following the Business Combination, but do include (i) Founder Shares, which will be exchanged for and converted into the number of Cohn Robbins Class A Shares equal to (A) 17,253,600 divided by (B) the Class B Exchange Ratio, and (ii) the 160,000 Founder Shares held by other directors and officers of Cohn Robbins which will be exchanged and converted into the number of Cohn Robbins Class A Shares equal to (1) 160,000, divided by (2) the Class B Exchange Ratio, in each case immediately prior to the SPAC Merger. If the actual facts are different than these assumptions (which they are likely to be), the ownership percentages in Swiss NewCo will be different. For more information, please see the sections entitled “Proposal No. 1–The Business Combination Proposal—The Business Combination Agreement—Ownership of Swiss NewCo” and “Unaudited Pro Forma Condensed Combined Financial Information—Redemption Scenarios.”

Assuming (i) 50% of the maximum number of redemptions by Cohn Robbins’ public shareholders such that the Available Cohn Robbins Cash Condition will still be satisfied, (ii) that 38,730,126 Swiss NewCo Class B Shares are issued to the PIPE Investors in connection with the PIPE Financing, and (iii) the SAZKA Shareholders represent 100% of the issued and outstanding shares of SAZKA Entertainment, the levels of ownership will be as follows: (A) the Cohn Robbins public shareholders will own approximately 9.3% of Swiss NewCo; (B) the Cohn Robbins Initial Shareholders will own approximately 1.5% of Swiss NewCo (as a result of the Business Combination and the PIPE Financing); (C) the PIPE Investors (excluding the Cohn Robbins Initial Shareholders) will own approximately 4.9% of Swiss NewCo; and (D) KKCG will own approximately 84.3% of Swiss NewCo, resulting in an amount of 784,829,157 total Swiss NewCo Shares outstanding, of which 506,267,275 will be Swiss NewCo Class A Shares and 155,000,000 will be Swiss NewCo Class B Shares.

Alternatively, assuming (i) the maximum number of redemptions by Cohn Robbins’ public shareholders such that the Available Cohn Robbins Cash Condition will still be satisfied, (ii) that 39,740,446 Swiss NewCo Shares are issued to the PIPE Investors in connection with the PIPE Financing and (iii) the SAZKA Shareholders represent 100% of the issued and outstanding shares of SAZKA Entertainment, the levels of ownership will be as follows: (A) Cohn Robbins’ public shareholders will own approximately 7.3% of Swiss NewCo; (B) the Cohn Robbins Initial Shareholders will own approximately 1.6% of Swiss NewCo (as a result of the Business Combination and the PIPE Financing); (C) the PIPE Investors (excluding the Cohn Robbins Initial Shareholders) will own approximately 5.2% of Swiss NewCo; and (D) KKCG will own approximately 86.0% of Swiss NewCo. If the actual facts are different than these above assumptions (which they are likely to be), the relative ownership percentages in Swiss NewCo will be different.

The Closing of the Business Combination is conditioned upon the approval of the Business Combination Proposal. If the Business Combination Proposal is not approved by the shareholders of Cohn Robbins, the Business Combination shall not be consummated. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

Approval of the Business Combination Proposal requires the affirmative vote of holders of at least two-thirds of the Cohn Robbins Ordinary Shares that are entitled to vote and are voted at the General Meeting. Approval of the Adjournment Proposal requires the affirmative vote of holders of a majority of the Cohn Robbins Ordinary Shares that are entitled to vote and are voted at the General Meeting. The Cohn Robbins Board recommends that you vote “FOR” each of these proposals.

TABLE OF CONTENTS

CONVENTIONS WHICH APPLY TO THIS PROXY STATEMENT/PROSPECTUS

In this proxy statement/prospectus, unless otherwise specified or the context otherwise requires:

Certain amounts described herein have been expressed in U.S. dollars for convenience, and when expressed in U.S. dollars in the future, such amounts may be different from those set forth herein due to intervening exchange rate fluctuations. The exchange rate used for conversion between U.S. dollars and pounds is based on the historical exchange rate of the pound released by the Federal Reserve, the central bank of the United States. The exchange rate used for conversion between U.S. dollars and Euros is based on the European Central Bank euro reference exchange rate published by the European Central Bank.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by Swiss NewCo constitutes a prospectus of Swiss NewCo under Section 5 of the Securities Act (as defined below) with respect to the shares of Swiss NewCo to be issued to Cohn Robbins’ shareholders if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act (as defined below) with respect to the General Meeting of Cohn Robbins’ shareholders, at which such shareholders will be asked to consider and vote upon a proposal to consider and vote upon the Business Combination Proposal, among other matters and proposals.

This proxy statement/prospectus incorporates important business and financial information that is not included in or delivered with this proxy statement/prospectus. This information is available for you to review through the SEC’s website at www.\sec.gov.

You may request copies of this proxy statement/prospectus and any of the documents incorporated by reference into this proxy statement/prospectus or other publicly available information concerning Cohn Robbins, free of charge, by written request to 1000 N. West Street, Suite 1200 Wilmington, DE 19801.

In order for Cohn Robbins’ shareholders to receive timely delivery of the documents in advance of the General Meeting, you must request the information no later than [●], 2022, or five (5) business days prior to the date of the General Meeting.

IMPORTANT INFORMATION ABOUT IFRS AND NON-IFRS FINANCIAL MEASURES

This proxy statement/prospectus contains non-IFRS measures that are not required by, or presented in accordance with, IFRS. SAZKA Entertainment presents non-IFRS measures because they are used by SAZKA Entertainment’s management in monitoring SAZKA Entertainment’s business and because SAZKA Entertainment believes that they and similar measures are frequently used by securities analysts, investors and other interested parties in evaluating companies in its industry.

Presentation of Financial Information

This proxy statement/prospectus contains:

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Unless indicated otherwise, financial data presented in this proxy statement/prospectus has been taken from the audited consolidated financial statements of Cohn Robbins and SAZKA Entertainment (or its predecessor entity, as applicable). Where information is identified as “unaudited,” it has not been subject to an audit.

Presentation of financial information in accordance with IFRS requires SAZKA Entertainment’s management to make various estimates and assumptions which may impact the values shown in the Historical Financial Information and the respective notes thereto. The actual values may differ from such assumptions.

Correction of comparative period

The Group corrected the following classification errors:

Correction of disclosure note for the fair value hierarchy of current financials assets at fair value through profit or loss (“FVTPL”) (as described in detail in Note 1.g included in the Historical Financial Information)

Correction of disclosure note “Fair value measurement – contingent consideration and lease liabilities” (as described in detail in Note 1.g included in the Historical Financial Information)

Taking into account the above changes, financial data in this proxy statement/prospectus is provided on a revised presentation basis.

IFRS

Unless otherwise stated, the financial information in this proxy statement/prospectus has been prepared in accordance with IFRS as issued by the IASB (as defined below).

Factors Affecting the Comparability of Results of Operations

The comparability of SAZKA Entertainment’s results of operations have been affected by a number of factors, such as acquisitions and divestments, the consolidation of CASAG and Stoiximan and the impact of the respiratory virus SARS-COV-2 (“COVID-19”). See the section entitled “SAZKA Entertainment’s Management’s Discussion and Analysis of Financial Condition and Results of Operations—Significant Factors Affecting Our Results of Operations.”

Summary of Key Segmental Metrics

We have the following operating and reportable segments:

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The geographical segmentation corresponds with the major operating entities of the Group, which are CASAG, SAZKA a.s., OPAP and LottoItalia (an equity method investee), although some of these operating entities do include limited operations in countries other than the geographical segmentations.

Our financial information that is not attributable to the reportable segments is attributable to our holding companies and other immaterial operations and are classified as “corporate.”

We present a summary of operating performance of our reportable segments as if they have been fully consolidated for all periods presented. In particular:

Given that our reportable segments have non-controlling interests (with the exception of the Czech Republic), and we account for certain reportable segments as equity method investees during the periods presented, we believe that presenting each reportable segment as if they have been consolidated for all periods presented aids in the understanding of the business performance of each operating segment in the same manner that our management assesses the reportable segments.

The unaudited financial information derived from the financial reporting of CASAG (for the period from January 1, 2020 to June 30, 2021 and for the year ended December 31, 2019) and LottoItalia (for the years ended December 31, 2021, 2020 and 2019) included in this proxy statement/prospectus has been prepared by, and is the responsibility of, the Company’s management. PricewaterhouseCoopers Slovensko, s.r.o. has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying unaudited financial information and, accordingly, PricewaterhouseCoopers Slovensko, s.r.o. does not express an opinion nor any other form of assurance with respect thereto. The PricewaterhouseCoopers Slovensko, s.r.o. report included in this proxy statement/prospectus relates to the Company’s previously issued financial statements. It does not extend to the unaudited financial information and should not be read to do so.

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Other Non-IFRS Financial Measures

This proxy statement/prospectus contains certain unaudited financial and operating measures that are not defined or recognized under IFRS that we use to assess the performance of our business. Explanations of these measures are set out below. For example, in this proxy statement/prospectus, we present non-IFRS financial measures such as Net Gaming Revenue, Adjusted EBITDA, Operating EBITDA (each as defined below), and capital expenditures, which we use to, among other things, evaluate the performance of our operations, develop budgets, and measure our performance against those budgets. As there are no generally accepted accounting principles governing the calculation of non-IFRS financial and operating measures, other companies may calculate such measures differently or may use such measures for different purposes than we do, and such measures should therefore not be used to compare us against another company.

We believe that the above non-IFRS financial measures assist in evaluating our trading performance, as these measures are regularly used by security analysts, institutional investors and other interested parties in analyzing operating performance and prospects. These non-IFRS measures are used by different companies for differing purposes and are often calculated in ways that reflect the particular circumstances of those companies. You should exercise caution in comparing these measures reported by us to such measures or other similar measures as reported by other companies. Investors should not consider these non-IFRS measures (a) as a substitute for operating results (as determined in accordance with IFRS) or as a measure of our operating performance, (b) as a substitute for cash flow from or used in operating, investing and financing activities (as determined in accordance with IFRS) or as a measure of our ability to meet cash needs or (c) as a substitute for any other measure of performance under IFRS. These measures may not be indicative of our historical operating results or financial condition, nor are such measures meant to be predictive of our future results or financial condition.

Rounding and Negative Amounts

Certain figures in this proxy statement/prospectus, including financial data, have been rounded. Accordingly, figures shown for the same category presented in different tables may vary slightly, and figures shown as totals in certain tables may not be an exact arithmetic aggregation of the figures which precede them.

In preparing the Historical Financial Information, most numerical figures are presented in millions of euro. For the convenience of the reader of this proxy statement/prospectus, certain numerical figures in this proxy statement/prospectus are rounded to the nearest one (1) million. As a result of this rounding, certain numerical figures presented herein may vary slightly from the corresponding numerical figures presented in our financial statements.

The percentages (as a percentage of revenues or costs and period-on-period percentage changes) presented in the textual financial disclosure in this proxy statement/prospectus are derived directly from the financial information contained in our financial statements. Such percentages may be computed using the numerical figures expressed in thousands of euro in our financial statements. Therefore, such percentages are not calculated on the basis of the financial information in the textual disclosure that has been subjected to rounding adjustments in this proxy statement/prospectus.

In tables, negative amounts are shown between brackets. Otherwise, negative amounts may also be shown by “–” or “negative” before the amount.

Currency Presentation

References to “Euro,” “Euros,” “euro,” “euros,” or “€” are to the lawful currency of the member states of the EU that adopted the Euro in Stage Three of the Treaty establishing the Economic and Monetary Union on January 1, 1999.

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The financial statements of each of our Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The presentation currency of our Group is euros, as the majority of our Group’s transactions representing its assets, liabilities and related profit & loss accounts are in euros.

References to “CZK” or “koruna” are to the lawful currency of the Czech Republic. The financial information for SAZKA a.s. (our Czech Republic operating entity) has been prepared in its functional currency, the koruna, which has been converted into euros, the reporting currency of SAZKA Entertainment using:

Roundings

Certain numerical information and other amounts and percentages presented in this proxy statement/prospectus have been subject to rounding adjustments. Accordingly, in certain instances, the sum of the numbers in a column or a row in tables may not conform exactly to the total figure given for that column or row or the sum of certain numbers presented as a percentage may not conform exactly to the total percentage given.

OPAP Shareholding

Percentage holdings in OPAP are calculated based on the total number of shares outstanding, without adjustment for the OPAP treasury shares held by OPAP. As of March 31, 2022, OPAP held 1,829,624 treasury shares, comprising 0.52% of OPAP’s total issued shares.

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TRADEMARKS, TRADE NAMES AND SERVICE MARKS

SAZKA Entertainment owns or has rights to certain trademarks or trade names that it uses in conjunction with the operation of its businesses. To SAZKA Entertainment’s knowledge, SAZKA Entertainment and/or its affiliates own or have the right to use the trade names “Allwyn,” “Allwyn International” and “Allwyn Entertainment” (or, where applicable, previously used trade names “SAZKA Entertainment” or “SAZKA International” or their relevant depictions), among others in the relevant jurisdictions in which they use such trade names. SAZKA Entertainment and/or its affiliates have registered certain of these trade names with the relevant authorities, and the registration of other trade names is currently pending.

SAZKA Entertainment and/or its affiliates have now finished registration of the Allwyn trademark in their name through WIPO in the following designated jurisdictions: Australia, Brazil, Canada, China, European Union, Japan, Philippines, Republic of South Korea, Russian Federation, Switzerland, Thailand, Turkey and the United States of America. Solely for convenience, the trademarks, trade names and copyrights referred to in this proxy statement/prospectus are often listed without the TM and ® symbols, but SAZKA Entertainment will assert, to the fullest extent under applicable law, its rights to these trademarks and trade names.

The Cohn Robbins logo and other trademarks or service marks of Cohn Robbins appearing in this proxy statement/prospectus are the property of Cohn Robbins. Solely for convenience, some of the trademarks, service marks, logos and trade names referred to in this prospectus are presented without the ® and ^™ symbols, but such references are not intended to indicate, in any way, that Cohn Robbins will not assert, to the fullest extent under applicable law, its rights or the rights of the applicable licensors to these trademarks, service marks and trade names. This proxy statement/prospectus contains additional trademarks, service marks and trade names of others. All trademarks, service marks and trade names appearing in this prospectus are, to Cohn Robbins’ knowledge, the property of their respective owners. Cohn Robbins does not intend to use or display of other companies’ trademarks, service marks, copyrights or trade names to imply a relationship with, or endorsement or sponsorship of Cohn Robbins by, any other companies.

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INDUSTRY AND MARKET DATA

This proxy statement/prospectus contains industry and market data which have been obtained from industry publications, market research and other publicly available information. Certain information regarding market size, market share, market position, growth rates and other industry data pertaining to SAZKA Entertainment and its businesses contained in this proxy statement/prospectus consists of estimates based on data compiled by independent professional organizations and on data from other external sources, including the H2 Gambling Capital (“H2GC”) Sector Independent Report – May 2021.

Such information is supplemented, where necessary, with SAZKA Entertainment’s own internal estimates, taking into account publicly available information about other industry participants and SAZKA Entertainment’s management’s judgment where information is not publicly available. This information appears in the sections entitled, among others, “Summary,” “Business of SAZKA Entertainment and Certain Information About SAZKA Entertainment” and “SAZKA Entertainment’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Industry publications and market research generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed and that the projections they contain are based on a number of significant assumptions. In some cases, the sources from which this data is derived is not expressly referred to. While SAZKA Entertainment compiled, extracted and reproduced industry data from these sources, and believes that the information used is reliable, SAZKA Entertainment did not independently verify the data that was extracted or derived from such industry publications or market reports, and cannot guarantee its accuracy or completeness.

The industry and market data that appears in this proxy statement/prospectus is inherently uncertain, involves a number of assumptions and limitations and may not necessarily be reflective of actual market conditions and you are cautioned not to give undue weight to such industry and market data because it may differ from current data, may that be due to material changes in market conditions or otherwise. Such statistics are based on market research, which itself is based on sampling and subjective judgements by both the researchers and the respondents, including judgements about what types of products and transactions should be included in the relevant market. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.

Neither Cohn Robbins, Swiss NewCo nor SAZKA Entertainment intends, and none of the foregoing assumes any obligation, to update industry or market data set forth in this proxy statement/prospectus. Because market behavior, preferences and trends are subject to change, prospective investors should be aware that market and industry information in this proxy statement/prospectus and estimates based on any data therein may not be reliable indicators of future market performance or SAZKA Entertainment’s future results of operations.

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SELECTED DEFINITIONS

In this proxy statement/prospectus unless stated otherwise or the context otherwise requires, a reference to:

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

AND THE GENERAL MEETING OF THE SHAREHOLDERS

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the proposals to be presented at the General Meeting, including the Business Combination Proposal. The following questions and answers do not include all the information that is important to Cohn Robbins’ shareholders. Shareholders are urged to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the General Meeting, which will be held on [●], 2022 at [●] a.m., New York City time, at the offices of Skadden, located at One Manhattan West, New York, New York 10001, or virtually via live webcast. To participate in the General Meeting, visit www.cstproxy.com/cohnrobbins/2022 and enter the 12 digit control number included on your proxy card. You may register for the meeting as early as 5:00 p.m., New York City time, on [●], 2022. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to take additional steps to participate in the General Meeting, as described in this proxy statement/prospectus.

The Business Combination Agreement provides, among other things, that: (i) Cohn Robbins will undergo the SPAC Merger, pursuant to which any Cohn Robbins Class A Shares issued and outstanding immediately prior to the Merger Effective Time will automatically be cancelled and cease to exist in exchange for the right to receive the Merger Consideration which, for the avoidance of doubt, includes the 6,624,000 bonus shares available to non-redeeming Cohn Robbins shareholders, and Swiss NewCo will issue to the Exchange Agent a right to acquire Swiss NewCo Class B Shares in exchange for each Cohn Robbins Warrant; (ii) immediately following the SPAC Merger, non-redeeming Cohn Robbins shareholders participating in the Business Combination will receive their applicable portion of the Merger Consideration from the Exchange Agent in the Merger Share Distribution; and (iii) following such Merger Share Distributions, the Exchange Agent will undertake the Acquisition Transfer and deliver (a) to KKCG, the Exchange Share Consideration and the KKCG Cash Consideration and (b) to the PIPE Investors, the PIPE Subscribed Shares.

Cohn Robbins will hold the General Meeting to consider and vote upon these proposals. This proxy statement/prospectus and its Annexes each contain important information about the proposed Business Combination and the other matters to be acted upon at the General Meeting. You should read this proxy statement/prospectus and its Annexes carefully and in their entirety.

The Cohn Robbins Board believes that each of the Business Combination Proposal and the Adjournment Proposal to be presented at the General Meeting is in the best interests of Cohn Robbins and its shareholders and recommends that its shareholders vote “FOR” each of the proposals.

When considering the Cohn Robbins Board’s recommendation that Cohn Robbins’ shareholders vote in favor of the approval of the Business Combination Proposal, Cohn Robbins’ shareholders should be aware

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that, aside from their interests as shareholders, the Cohn Robbins Initial Shareholders and Cohn Robbins’ other current officers and directors have interests in the Business Combination that are different from, or in addition to, those of other Cohn Robbins shareholders generally. The Cohn Robbins Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination, and in recommending to Cohn Robbins’ shareholders that they approve the Business Combination Proposal. Cohn Robbins’ shareholders should take these interests into account in deciding whether to approve the Business Combination Proposal. See the section entitled “Proposal No. 1–The Business Combination Proposal–Interests of Certain Persons in the Business Combination” for a further discussion of these interests.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its Annexes and the accompanying financial statements of Cohn Robbins and SAZKA Entertainment, in each case, carefully and in its entirety.

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More specifically, the Cohn Robbins Board considered, among others, the following factors (although not weighted or in any order of significance):

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See the section entitled “Proposal No. 1–The Business Combination Proposal—The Cohn Robbins Board’s Reasons for the Business Combination” for additional information.

Although the Cohn Robbins Board believes that the Business Combination presents a compelling business combination opportunity and is in the best interests of Cohn Robbins and its shareholders, the Cohn Robbins Board did consider certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail in the section entitled “Proposal No. 1–The Business Combination Proposal—The Cohn Robbins Board’s Reasons for the Business Combination” and in the section entitled “Risk Factors—Risks Related to SAZKA Entertainment’s Business.”

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Upon the consummation of the transactions contemplated by the Business Combination Agreement, Swiss NewCo will initially be governed through a single-tiered board of directors comprised of seven (7) members, with each director serving terms of one (1) year.

Please see the section entitled “Management of Swiss NewCo After the Business Combination” for additional information.

i.    KKCG will transfer all the Company Common Stock, and the PIPE Investors will transfer the PIPE Investment Amount, to the Exchange Agent;

ii.    Cohn Robbins will undergo the SPAC Merger;

iii.    at the Merger Effective Time, (a) each Cohn Robbins Class A Share issued and outstanding immediately prior to the Merger Effective Time will automatically be cancelled and cease to exist in exchange for the right to receive the number of newly issued Swiss NewCo Class B Shares equal to the Merger Consideration and (b) Swiss NewCo will issue a right to acquire Swiss NewCo Class B Shares in exchange for each Cohn Robbins Warrant, to be transferred immediately to holders of Cohn Robbins Warrants as may be adjusted pursuant to the Warrant Agreement;

iv.    in connection with the SPAC Merger, US HoldCo will issue membership interests to the Exchange Agent, acting in its own name but for the account of Cohn Robbins, and the Exchange Agent will contribute such membership interests of US HoldCo to Swiss NewCo in exchange for (a) the Merger Consideration, (b) the Exchange Share Consideration and (c) 35,700,000 Swiss NewCo Class B Shares, of which 30,300,000 are subject to adjustment upwards by the Class B Exchange Ratio;

v.    following its receipt of such shares (as described above), the Exchange Agent will distribute the Merger Share Distribution to non-redeeming Cohn Robbins shareholders participating in the Business Combination, after which the Liquidations will occur; and

vi.    following the Merger Share Distribution and the Liquidations, the Exchange Agent will (a) effectuate the Acquisition Transfer and deliver the PIPE Investment Amount to Swiss NewCo as an equity contribution into the capital contribution reserves of Swiss NewCo and (b) deliver (x) to KKCG, the Exchange Share Consideration (which does not include the 10,000,000 Swiss NewCo Class A Shares already held by KKCG) and the KKCG Cash Consideration and (y) to the PIPE Investors, the PIPE Subscribed Shares.

It is anticipated that, upon completion of the Business Combination: (i) Cohn Robbins’ public shareholders will own approximately 11.2% of Swiss NewCo; (ii) the Cohn Robbins Initial Shareholders will own approximately 1.5% of Swiss NewCo (as a result of the Business Combination and the PIPE Financing); (iii) the PIPE Investors (excluding the Cohn Robbins Initial Shareholders) will own approximately 4.8% of Swiss NewCo; and (iv) KKCG will own approximately 82.6% of Swiss NewCo. These levels of ownership interests assume that (A) no Cohn Robbins Class A Shares are elected to be redeemed by Cohn Robbins’ public shareholders, (B) 38,124,000 Swiss NewCo Class B Shares are issued to the PIPE Investors in connection with the PIPE Financing, and (C) the SAZKA Shareholders represent 100% of the issued and outstanding shares of SAZKA Entertainment.

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The ownership percentages with respect to Swiss NewCo following the Business Combination do not take into account the warrants to purchase Swiss NewCo Shares that will be outstanding immediately following the Business Combination, but do include (i) Founder Shares, which will be exchanged for and converted into the number of Cohn Robbins Class A Shares equal to (A) 17,253,600 divided by (B) the Class B Exchange Ratio, and (ii) the 160,000 Founder Shares held by other directors and officers of Cohn Robbins will be exchanged and converted into the number of Cohn Robbins Class A Shares equal to (1) 160,000, divided by (2) the Class B Exchange Ratio, in each case immediately prior to the SPAC Merger. If the actual facts are different than these assumptions (which they are likely to be), the ownership percentages in Swiss NewCo will be different. For more information, please see the sections entitled “Proposal No. 1–The Business Combination Proposal—The Business Combination Agreement—Ownership of Swiss NewCo” and “Unaudited Pro Forma Condensed Combined Financial Information—Redemption Scenarios.”

Assuming that (i) 50% of the maximum number of redemptions by Cohn Robbins’ public shareholders such that the Available Cohn Robbins Cash Condition will still be satisfied, (ii) 38,730,126 Swiss NewCo Shares are issued to the PIPE Investors in connection with the PIPE Financing, and (iii) the SAZKA Shareholders represent 100% of the issued and outstanding shares of SAZKA Entertainment, the levels of ownership will be as follows: (A) the Cohn Robbins’ public shareholders will own approximately 9.3% of Swiss NewCo; (B) the Cohn Robbins Initial Shareholders will own approximately 1.5% of Swiss NewCo (as a result of the Business Combination and the PIPE Financing); (C) the PIPE Investors (excluding the Cohn Robbins Initial Shareholders) will own approximately 4.9% of Swiss NewCo; and (D) KKCG will own approximately 84.3% of Swiss NewCo, resulting in an amount of 784,829,157 total Swiss NewCo Shares outstanding, of which 506,267,275 will be Swiss NewCo Class A Shares and 155,000,000 will be Swiss NewCo Class B Shares.

Assuming that (i) the maximum number of redemptions by Cohn Robbins’ public shareholders such that the Available Cohn Robbins Cash Condition will still be satisfied, (ii) 39,740,446 Swiss NewCo Shares are issued to the PIPE Investors in connection with the PIPE Financing and (iii) the SAZKA Shareholders represent 100% of the issued and outstanding shares of SAZKA Entertainment, the levels of ownership will be as follows: (A) Cohn Robbins’ public shareholders will own approximately 7.3% of Swiss NewCo; (B) the Cohn Robbins Initial Shareholders will own approximately 1.6% of Swiss NewCo (as a result of the Business Combination and the PIPE Financing); (C) the PIPE Investors (excluding Cohn Robbins Initial Shareholders) will own approximately 5.2% of Swiss NewCo; and (D) KKCG will own approximately 86.0% of Swiss NewCo. If the actual facts are different than these above assumptions (which they are likely to be), the relative ownership percentages in Swiss NewCo will be different.

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The following table illustrates varying ownership levels in Swiss NewCo immediately following the consummation of the Business Combination, assuming (i) no redemptions by Cohn Robbins’ public shareholders, (ii) the median number of redemptions by Cohn Robbins’ public shareholders such that the Available Cohn Robbins Cash Condition will be satisfied and (iii) the maximum number of redemptions by Cohn Robbins’ public shareholders such that the Available Cohn Robbins Cash Condition will still be satisfied.

Share Ownership in Swiss NewCo

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The ownership percentages with respect to Swiss NewCo following the Business Combination do not take into account the warrants to purchase Swiss NewCo Shares that will be outstanding immediately following the Business Combination, but do include (i) Founder Shares, which will be exchanged for and converted into the number of Cohn Robbins Class A Shares equal to (A) 17,253,600 divided by (B) the Class B Exchange Ratio, and (ii) the 160,000 Founder Shares held by other directors and officers of Cohn Robbins will be exchanged and converted into the number of Cohn Robbins Class A Shares equal to (1) 160,000, divided by (2) the Class B Exchange Ratio, in each case immediately prior to the SPAC Merger. If the actual facts are different than these assumptions (which they are likely to be), the ownership percentages in Swiss NewCo will be different. For more information, please see the sections entitled “Proposal No. 1–The Business Combination Proposal—The Business Combination Agreement—Ownership of Swiss NewCo” and “Unaudited Pro Forma Condensed Combined Financial Information—Redemption Scenarios.”

Assuming (i) 50% of the maximum number of redemptions by Cohn Robbins’ public shareholders such that the Available Cohn Robbins Cash Condition will still be satisfied, (ii) that 38,730,126 Swiss NewCo Shares are issued to the PIPE Investors in connection with the PIPE Financing and (iii) that the SAZKA Shareholders represent 100% of the issued and outstanding shares of SAZKA Entertainment, the levels of ownership will be as follows: (A) the Cohn Robbins public shareholders will own approximately 9.3% of Swiss NewCo; (B) the Cohn Robbins Initial Shareholders will own approximately 1.5% of Swiss NewCo (as a result of the Business Combination and the PIPE Financing); (C) the PIPE Investors (excluding the Cohn Robbins Initial Shareholders) will own approximately 4.9% of Swiss NewCo; and (D) KKCG will own approximately 84.3% of Swiss NewCo, resulting in an amount of 784,829,157 total Swiss NewCo Shares outstanding, of which 506,267,275 will be Swiss NewCo Class A Shares and 155,000,000 will be Swiss NewCo Class B Shares.

Alternatively, assuming (i) the maximum number of redemptions by Cohn Robbins’ public shareholders such that the Available Cohn Robbins Cash Condition will still be satisfied, (ii) that 39,740,446 Swiss NewCo Shares are issued to the PIPE Investors in connection with the PIPE Financing and (iii) that the SAZKA Shareholders represent 100% of the issued and outstanding shares of SAZKA Entertainment, the levels of ownership will be as follows: (A) Cohn Robbins’ public shareholders will own approximately 7.3% of Swiss NewCo; (B) the Cohn Robbins Initial Shareholders will own approximately 1.6% of Swiss NewCo (as a result of the Business Combination and the PIPE Financing); (C) the PIPE Investors (excluding Cohn Robbins Initial Shareholders) will own approximately 5.2% of Swiss NewCo; and (D) KKCG will own approximately 86.0% of Swiss NewCo. If the actual facts are different than these above assumptions (which they are likely to be), the relative ownership percentages in Swiss NewCo will be different.

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The following table illustrates varying ownership levels in Swiss NewCo immediately following the consummation of the Business Combination, assuming (i) no redemptions by Cohn Robbins’ public shareholders, (ii) the median number of redemptions by Cohn Robbins’ public shareholders such that the Available Cohn Robbins Cash Condition will be satisfied and (iii) the maximum number of redemptions by Cohn Robbins’ public shareholders such that the Available Cohn Robbins Cash Condition will still be satisfied.

Share Ownership in Swiss NewCo

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Unless waived by SAZKA Entertainment, the Business Combination Agreement provides that SAZKA Entertainment’s obligation to consummate the Business Combination is conditioned on the amount of cash in the Trust Account (net of the Cash Redemption Amount) together with the proceeds from the PIPE Financing (or other financing in connection with the SPAC Merger and the Acquisition Transfer) (prior to any payment of any deferred underwriting commissions being held in the Trust Account or any unpaid transaction expenses of SAZKA Entertainment and Cohn Robbins) being equal to or greater than $850 million. The conditions to Closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties.

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You should keep in mind that certain Cohn Robbins directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. Please see the section entitled “Proposal No. 1–The Business Combination Proposal—Interests of Certain Persons in the Business Combination” for additional information.

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These interests may influence Cohn Robbins’ directors in making their recommendation that Cohn Robbins’ shareholders vote in favor of the approval of the Business Combination. Please see the section entitled “Proposal No. 1–The Business Combination Proposal—Interests of Certain Persons in the Business Combination” for additional information.

Approval of the Business Combination Proposal requires the affirmative vote of holders of at least two-thirds of the Cohn Robbins Ordinary Shares that are entitled to vote and are voted at the General Meeting. Approval of the Adjournment Proposal requires the affirmative vote of holders of a majority of the Cohn Robbins Ordinary Shares that are entitled to vote and are voted at the General Meeting. Accordingly, a

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Cohn Robbins shareholder’s failure to vote by proxy or to vote in person (including virtually by visiting www.cstproxy.com/cohnrobbins/2022) at the General Meeting will not be counted towards the number of Cohn Robbins Ordinary Shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on any proposal. Broker non-votes and abstentions will be counted in connection with the determination of whether a valid quorum is established, but will have no effect on any proposal.

The Closing of the Business Combination is conditioned upon the approval of the Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

It is important for you to note that, in the event that the Business Combination Proposal does not receive the requisite vote for approval, Cohn Robbins will not consummate the Business Combination. If Cohn Robbins does not consummate the Business Combination and fails to complete an initial business combination by September 11, 2022 (unless such date is extended), Cohn Robbins will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such account to its public shareholders.

Notwithstanding the foregoing, a holder of Cohn Robbins public shares, together with any affiliate or any other person with whom it is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act) will be restricted from seeking redemption rights with respect to more than 15% of the outstanding Cohn Robbins Class A Shares (i.e., in excess of 12,420,000 Cohn Robbins Class A Shares). Accordingly, all public shares in excess of the 15% threshold beneficially owned by a public shareholder or group will not be redeemed for cash.

Cohn Robbins has no specified maximum redemption threshold under its amended and restated memorandum and articles of association, other than the aforementioned 15% threshold. Each redemption of Cohn Robbins Class A Shares by Cohn Robbins’ public shareholders will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $829.1 million as of June 30, 2022. The conditions to Closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties. If, as a result of redemptions of Cohn Robbins Class A Shares by Cohn Robbins’ public shareholders, the Available Cohn Robbins Cash Condition is not met or is not waived by SAZKA Entertainment, then SAZKA Entertainment may elect not to consummate the Business Combination. In addition, in no event will Cohn Robbins redeem its Cohn Robbins Class A Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as provided in the Cohn Robbins amended and restated memorandum and articles of association. Under these circumstances, Cohn Robbins’ shareholders may exercise their redemption rights with respect to a maximum of 33,125,487 redeemable Cohn Robbins Class A Shares upon consummation of the Business Combination at a redemption price of approximately $10.01 per share. The estimated per-share redemption value of $10.01 was calculated by dividing the Trust Account balance of approximately $829.1 million as of June 30, 2022, by 82,800,000 Cohn Robbins Class A Shares outstanding. See the section entitled “Unaudited Pro Forma

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Condensed Combined Financial Information—Redemption Scenarios.” Cohn Robbins’ shareholders who wish to redeem their public shares for cash must refer to and follow the procedures set forth in the section entitled “Extraordinary General Meeting of Cohn Robbins’ Shareholders—Redemption Rights” in order to properly redeem their public shares.

Holders of Cohn Robbins Public Warrants will not have redemption rights with respect to such warrants.

In addition, if a Cohn Robbins public shareholder does not redeem its Cohn Robbins Class A Shares, but other shareholders do elect to redeem their respective Cohn Robbins Class A Shares, the non-redeeming shareholders would own shares with a higher implied transaction value per share. The more redemptions of Cohn Robbins Class A Shares there are, the higher the Class B Exchange Ratio will be. As the number of redemptions of Cohn Robbins Class A Shares increases (subject to a cap of 80% redemptions), the Class B Exchange Ratio increases. As the Class B Exchange Ratio increases, the number of Swiss NewCo Class B Shares issuable per share of Cohn Robbins Class A Shares held by Cohn Robbins’ public shareholders after redemption will also increase. For informational purposes only, please see the table below for an illustration of the foregoing paragraph based on the approximately $829.1 million in the Trust Account as of June 30, 2022.

For illustrative purposes only, assuming a price of $10.00 per Cohn Robbins Class A Share at the Closing, non-redeeming shareholders would receive, in exchange for each Cohn Robbins Class A Share held, Swiss NewCo Class B Shares with a value equating to between $10.80 (assuming no redemptions) and $14.00 (assuming redemptions resulting in the maximum Class B Exchange Ratio).

Additionally, the Swiss NewCo Public Warrants are expected to be adjusted such that the number of Swiss NewCo Class B Shares underlying each Swiss NewCo Public Warrant is equal to the number of Cohn Robbins Class A Shares underlying the Cohn Robbins Warrants multiplied by the Class B Exchange Ratio. Such increase means that public shareholders’ holdings in Cohn Robbins will be diluted in comparison to those of the holders of Cohn Robbins Warrants at the Closing of the transactions contemplated by the Business Combination Agreement as no Cohn Robbins Warrants will be redeemed in connection with the Business Combination.

If a holder of Cohn Robbins public shares exercises its redemption rights, then such holder will be exchanging its Cohn Robbins Class A Shares for cash and will not own shares of Swiss NewCo following the closing of the transactions contemplated by the Business Combination Agreement, including the Business Combination. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to the Transfer Agent in accordance with the procedures described herein. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to the Transfer Agent in order to validly redeem its shares.

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The conditions to Closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties.

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You do not have to be a shareholder on the record date in order to exercise your redemption rights. Shareholders seeking to exercise their redemption rights, whether they are registered holders or hold their shares in “street name” are required to either tender their certificates to the Transfer Agent prior to the date set forth in this proxy statement/prospectus, or up to two (2) business days prior to the initially scheduled vote on the Business Combination Proposal at the General Meeting, or to deliver their shares to the Transfer Agent electronically using DTC’s DWAC system, at such shareholder’s option. The requirement for physical or electronic delivery prior to the General Meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the Business Combination is approved.

If you hold Cohn Robbins Public Units registered in your own name, you must deliver the certificate for such units to the Transfer Agent with written instructions to separate such units into Cohn Robbins Class A Shares and Cohn Robbins Public Warrants. This must be completed far enough in advance to permit the mailing of the public share certificates back to you so that you may then exercise your redemption rights upon the separation of the Cohn Robbins Class A Shares from the Cohn Robbins Public Units.

If a broker, dealer, commercial bank, trust company or other nominee holds your Cohn Robbins Public Units, you must instruct such nominee to separate your units. Your nominee must send written instructions by facsimile to the Transfer Agent. Such written instructions must include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant units and a deposit of an equal number of Cohn Robbins Class A Shares and Cohn Robbins Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the public shares from the Cohn Robbins Public Units. While this is typically done electronically on the same business day, you should allow at least one (1) full business day to accomplish the separation. If you fail to cause your Cohn Robbins Public Units to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Any demand for redemption, once made, may be withdrawn at any time until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to the Transfer Agent and decide within the required timeframe not to exercise your redemption rights, you may request that the Transfer Agent return the shares (physically or electronically).

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether or not to pass this cost on to the redeeming shareholder. However, this fee would be incurred regardless of whether or not shareholders seeking to exercise redemption rights are required to tender their shares, as the need to deliver shares is a requirement to exercising redemption rights, regardless of the timing of when such delivery must be effectuated.

If you exercise your redemption rights, your Cohn Robbins Class A Shares will cease to be outstanding immediately prior to the Business Combination and will only represent the right to

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receive a pro rata share of the aggregate amount then on deposit in the Trust Account. You will no longer own those shares and you will not receive any Swiss NewCo Shares in the Business Combination. You will have no right to participate in, or have any interest in, the future growth of Swiss NewCo, if any. You will be entitled to receive cash for your Cohn Robbins Class A Shares only if you properly and timely demand redemption.

All holders considering exercising redemption rights are urged to consult their tax advisors regarding the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws.

All holders are urged to consult their tax advisors regarding the potential tax consequences to them of the Business Combination, including the applicability and effect of U.S. federal, state and local and non-U.S. tax laws.

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As a result, following the Business Combination, Cohn Robbins may redeem your Cohn Robbins Public Warrants prior to their exercise at a time that is disadvantageous to you, thereby significantly impairing the value of such warrants. Cohn Robbins will have the ability to redeem outstanding Cohn Robbins Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of the Cohn Robbins Class A Shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which a notice of redemption is sent to the warrantholders. Cohn Robbins will not redeem the Cohn Robbins Public Warrants as described above unless a registration statement under the Securities Act covering the Cohn Robbins Class A Shares issuable upon exercise of such warrants is effective and a current prospectus relating to those Cohn Robbins Class A Shares is available throughout the 30-day redemption period. If and when the Cohn Robbins Public Warrants become redeemable by Cohn Robbins, it may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding Cohn Robbins Public Warrants could force you (i) to exercise your Cohn Robbins Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your Cohn Robbins Public Warrants at the then-current market price when you might otherwise wish to hold your Cohn Robbins Public Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding Cohn Robbins Public Warrants are called for redemption, is likely to be substantially less than the market value of your Cohn Robbins Public Warrants.

In addition, Cohn Robbins will have the ability to redeem the outstanding Cohn Robbins Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant if, among other things, the closing price of the Cohn Robbins Class A Shares equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) on the trading day prior to the date on which a notice of redemption is sent to the warrant holders. This redemption feature differs from the typical warrant redemption features used in many other blank check offerings, which typically only provide for a redemption of warrants for cash (other than the Private Placement Warrants) when the trading price for the Cohn Robbins Class A Shares exceeds $18.00 per share for a specified period of time. Recent trading prices for the Cohn Robbins Class A Shares have not exceeded the $10.00 per share threshold at which the Cohn Robbins Public Warrants would become redeemable. In such a case, the holders will be able to exercise their Cohn Robbins Public Warrants prior to redemption for a number of Cohn Robbins Class A Shares determined based on the redemption date and the fair market value of the Cohn Robbins Class A Shares. Please see the notes to Cohn Robbins’ financial statements included elsewhere in this proxy statement/prospectus for more information. The value received upon exercise of the Cohn Robbins Public Warrants (i) may be less than the value the holders would have received if they had exercised their Cohn Robbins Public Warrants at a later time where the underlying share price is higher and (ii) may not compensate the holders for the value of the Cohn Robbins Public Warrants.

In each case, Cohn Robbins may only call the Cohn Robbins Public Warrants for redemption upon a minimum of 30 days’ prior written notice of redemption to each holder, provided that holders will be able to exercise their Cohn Robbins Public Warrants prior to the time of redemption and, at Cohn Robbins’ election, any such exercise may be required to be on a cashless basis.

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Appraisal rights are not available to the SAZKA Shareholders in connection with the Business Combination.

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Cohn Robbins will have, unless extended pursuant to Cohn Robbins’ amended and restated memorandum and articles of association, only 24 months from the closing of its initial public offering to complete an initial business combination. If Cohn Robbins has not completed its initial business combination within such 24-month period, Cohn Robbins will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than 10 business days thereafter, redeem its public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Cohn Robbins’ remaining shareholders and the Cohn Robbins Board, liquidate and dissolve, subject, in each case, to Cohn Robbins’ obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to Cohn Robbins Public Warrants, which will expire worthless if Cohn Robbins fails to complete its initial business combination within the 24-month time period (unless such time period is extended).

The Cohn Robbins Initial Shareholders and the other current officers and directors of Cohn Robbins have entered into a letter agreement with Cohn Robbins, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if Cohn Robbins fails to complete its initial business combination within 24 months from the closing of its initial public offering, unless extended pursuant to Cohn Robbins’ amended and restated memorandum and articles of association. However, if the Cohn Robbins Initial Shareholders and the other current officers and directors of Cohn Robbins acquire public shares, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if Cohn Robbins fails to complete its initial business combination within the allotted 24-month time period (or such extended time period).

Whether or not you plan to attend the General Meeting, please vote as soon as possible by following the instructions in this proxy statement/prospectus to ensure that your shares are represented at the General Meeting. The transactions contemplated by the Business Combination Agreement will be consummated only if the Business Combination Proposal is approved at the General Meeting. The Closing of the Business Combination is conditioned upon the approval of the Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

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Voting by Mail. You can vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. By signing the proxy card and returning it in the enclosed pre-paid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the General Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the General Meeting so that your shares will be voted if you are unable to attend the General Meeting. If you receive more than one (1) proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the General Meeting. If you sign and return the proxy card but do not give instructions on how to vote your shares, your Cohn Robbins Ordinary Shares will be voted as recommended by the Cohn Robbins Board. The Cohn Robbins Board recommends voting “FOR” the Business Combination Proposal and “FOR” the Adjournment Proposal. Votes submitted by mail must be received by [●] a.m., New York City time, on [●], 2022.

Voting in Person at the Meeting. If you attend the General Meeting and plan to vote in person, you will be provided with a ballot at the General Meeting. If your shares are registered directly in your name, you are considered the shareholder of record and you have the right to vote in person at the General Meeting. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the General Meeting and vote in person, you will need to bring to the General Meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares. That is the only way Cohn Robbins can be sure that the broker, bank or nominee has not already voted your Cohn Robbins Ordinary Shares.

Voting Virtually at the Meeting. If your shares are registered in your name with Continental Stock Transfer & Trust Company and you attend the General Meeting and plan to vote virtually, you must visit www.cstproxy.com/cohnrobbins/2022, enter the 12-digit control number included on your proxy card or notice of the General Meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Just prior to the start of the General Meeting you will need to log back into the General Meeting site using your control number. Pre-registration is recommended but is not required in order to attend.

If your shares are held in an account at a brokerage firm, bank or other nominee, then you are the beneficial owner of shares held in “street name” and this proxy statement/prospectus is being sent to you by that broker, bank or other nominee. The broker, bank or other nominee holding your account is considered to be the shareholder of record for purposes of voting at the General Meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee regarding how to vote the shares in your account by following the instructions that the broker, bank or other nominee provides you along with this proxy statement/prospectus. As a beneficial owner, if you wish to vote at the General Meeting, you will need to bring to the General Meeting a legal proxy from your broker, bank or other nominee authorizing you to vote those shares. See the section entitled “— Attending the General Meeting” below for more details.

If you fail to take any action with respect to the General Meeting and the Business Combination is approved by Cohn Robbins’ shareholders and the Business Combination is consummated, you will become a shareholder or warrant holder of Swiss NewCo. If you fail to take any action with respect to the General

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Meeting and the Business Combination is not approved, you will remain a shareholder or warrant holder of Cohn Robbins. However, even if you fail to vote with respect to the General Meeting, you will nonetheless be able to elect to redeem your Cohn Robbins public shares in connection with the Business Combination.

Cohn Robbins intends to hold the General Meeting in person as well as virtually, via a live webcast at www.cstproxy.com/cohnrobbins/2022. However, Cohn Robbins is sensitive to the public health and travel concerns its shareholders may have and recommendations that public health officials may issue in light of the evolving COVID-19 situation. As a result, Cohn Robbins may impose additional procedures or limitations on meeting attendees or may decide to hold the meeting in a different location. Cohn Robbins plans to announce any such updates on its proxy website at www.cstproxy.com/cohnrobbins/2022, and encourages you to check this website prior to the meeting if you plan to attend.

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Holders must complete the procedures for electing to redeem their public shares in the manner described in the section entitled “Redemption Rights” prior to 5:00 p.m., New York City time, on [●], 2022 (two (2) business days before the scheduled General Meeting) in order for such shares to be redeemed.

Cohn Robbins’ warrant holders should not submit the certificates relating to their Cohn Robbins Public Warrants. Public shareholders who do not elect to have their Cohn Robbins public shares redeemed for the pro rata share of the Trust Account should not submit the certificates relating to their Cohn Robbins public shares.

Upon the Closing of the Business Combination Agreement and the transactions contemplated thereby, holders of Cohn Robbins Public Units, Cohn Robbins Ordinary Shares and Cohn Robbins Public Warrants will receive Swiss NewCo Shares and Swiss NewCo Public Warrants, as the case may be, without needing to take any action and, accordingly, such holders should not submit any certificates relating to their Cohn Robbins Public Units, Cohn Robbins Class A Shares (unless such holder elects to redeem the either their Cohn Robbins Public Units or Cohn Robbins Class A Shares in accordance with the procedures set forth below), Cohn Robbins Class B Shares or Cohn Robbins Public Warrants.

Morrow Sodali LLC

333 Ludlow Street

5th Floor, South Tower

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Individuals (toll-free): (800) 662-5200

Banks and Brokerage Firms, please call collect: (203) 658-9400

To obtain timely delivery, Cohn Robbins’ shareholders must request the materials no later than [●], 2022, or five (5) business days prior to the General Meeting.

You may also obtain additional information about Cohn Robbins from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you are a holder of Cohn Robbins public shares and intend to seek redemption of such shares, you will need to deliver your public shares (either physically or electronically) to the Transfer Agent. Holders must complete the procedures for electing to redeem such shares in the manner described in the section entitled “Redemption Rights” prior to 5:00 p.m., New York City time, on [●], 2022 (two (2) business days before the scheduled General Meeting) in order for such shares to be redeemed. If you have questions regarding the certification of your position or delivery of your public shares, please contact the Transfer Agent:

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attention: [●]

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