UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~September~~ 26November 14, 2022 (~~September 23~~November 10, 2022)

Cohn Robbins Holdings Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-39454		98-1547852
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1000 N. West Street, Suite 1200 Wilmington, DE				19801
(Address of principal executive offices)				(Zip Code)

(302) 295-4937
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A ordinary share and one-third of one redeemable warrant	CRHC.U	New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share	CRHC	New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	CRHC WS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, 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 13(a) of the Exchange Act. ☐

Item 13.01 ~~Entry~~Notice ~~into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

~~Termination~~On ~~Agreement~~November 10, 2022, the New York Stock Exchange (“NYSE”) issued a press release announcing that the staff of NYSE Regulation determined to suspend trading immediately and commence proceedings to delist the Class A ordinary shares, warrants and units (each as described on the cover page of this Current Report on Form 8-K; collectively, the “Company Securities”) of Cohn Robbins Holdings Corp. (the “Company”) from the NYSE. On November 10, 2022, the NYSE notified the Company in writing of the determination to suspend trading and commence proceedings.

AsThe ~~previously~~notification ~~disclosed, Cohn~~states ~~Robbins~~that ~~Holdings~~NYSE ~~Corp., a Cayman Islands exempted company, (the “Company”) entered into a business combination~~Regulation ~~agreement,~~reached ~~dated~~its ~~January~~determination ~~20,~~pursuant ~~2022 (as amended by the Amendment~~ to ~~the~~Section ~~Business~~802.01B ~~Combination Agreement, dated as~~ of ~~August~~the ~~29,~~NYSE’s ~~2022),~~Listed ~~by and~~Company ~~among~~Manual because the Company, ~~Allwyn~~had AGfallen ~~(f/k/a~~below ~~SAZKA Entertainment AG), a Swiss stock corporation (Aktiengesellschaft) (“Allwyn”),~~the ~~Allwyn~~NYSE’s ~~Entertainment~~continued ~~AG,~~listing astandard ~~Swiss~~requiring ~~stock corporation (Aktiengesellschaft) (“Swiss NewCo”), Allwyn US HoldCo LLC,~~ a ~~Delaware~~listed ~~limited~~acquisition ~~liability~~ company ~~and~~to amaintain ~~direct,~~an ~~wholly~~average ~~owned~~aggregate ~~subsidiary~~global ofmarket ~~Swiss NewCo (“US HoldCo”), and Allwyn~~capitalization ~~Sub~~attributable ~~LLC,~~to aits ~~Delaware~~publicly-held ~~limited~~shares ~~liability~~over ~~company and~~ a ~~direct,~~consecutive ~~wholly~~30 ~~owned~~trading ~~subsidiary~~day period of USat ~~HoldCo~~least ~~(the “Business Combination Agreement”)~~$40,000,000.

OnThe ~~September~~notification ~~23,~~further states that the Company ~~and~~has ~~Allwyn~~a ~~entered~~right ~~into~~to a ~~Termination~~review ~~Agreement~~of ~~(the~~NYSE ~~“Termination~~Regulation’s ~~Agreement”)~~determination by ~~which~~a Committee of the ~~Company~~Board ~~and~~of ~~Allwyn~~Directors ~~irrevocably agree~~of the NYSE, and ~~consent~~that tothe ~~terminate~~NYSE will apply to the ~~Business~~Securities ~~Combination~~and ~~Agreement~~Exchange ~~pursuant~~Commission to ~~Section~~delist ~~11.1(a)~~the ofCompany ~~the~~Securities ~~Business~~upon ~~Combination~~completion ~~Agreement~~of all application procedures, ~~with~~including ~~such~~any ~~termination,~~appeal ~~for~~by the ~~avoidance~~Company of ~~doubt,~~NYSE ~~having~~Regulation’s ~~the~~determination. ~~effect~~The ~~set~~Company ~~forth~~will inconsider ~~Section~~all ~~11.2~~ of ~~the~~its ~~Business~~options, ~~Combination~~including ~~Agreement~~its option to pursue a review, in responding to the notification.

AThe ~~copy~~Company ofanticipates that the ~~Termination~~Company ~~Agreement~~Securities ismay ~~filed~~be ~~with~~traded ~~this Current Report on Form 8~~over-~~K as Exhibit 2.1, and is incorporated herein by reference, and~~ the-counter ~~foregoing~~following ~~description of~~ the ~~Termination~~suspension ~~Agreement is qualified~~ in ~~its~~trading ~~entirety~~of ~~by reference to~~ the ~~full~~Company ~~text~~Securities ofon the ~~Termination Agreement~~NYSE.

Item 7.01 Regulation FD Disclosure.

OnAs ~~May~~required ~~16,~~under ~~2022~~the NYSE’s rules, the Company ~~and Allwyn~~ issued a ~~joint~~ press release ~~(the~~on ~~“Press~~November ~~Release”)~~14, 2022, announcing the ~~execution~~NYSE’s ofpress ~~the~~release ~~Termination~~and ~~Agreement.~~notification, ~~The~~a ~~Press~~copy ~~Release~~of which is ~~attached hereto~~furnished herewith as Exhibit 99.1 and is incorporated herein by reference ~~herein~~.

The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01, including Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
2.1		Termination Agreement
99.1		Press Release, dated as of November 14, 2022
99.1		Press Release, dated as of September 23, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Cohn Robbins Holdings Corp.
Date: September 26, 2022
Date: November 14, 2022	By:	/s/ Clifton S. Robbins
	By:	/s/ Clifton S. Robbins
	Name: Title:	Clifton S. RobbinsCo-Chairman
	Name:	Clifton S. Robbins
	Title:	Co-Chairman

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