Codere Online Luxembourg, S.A 6-K, filed Dec 22, 2025
Codere Online Luxembourg, S.A. (CDRO)
About this 6-K
Codere Online Luxembourg, S.A filed this 6-K on December 22, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December
Commission File Number:
(Translation of registrant’s name into English)
Grand Duchy of
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Codere Online Luxembourg, S.A.
Explanatory note
The information in the attached Exhibit 99.1 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing made by Codere Online Luxembourg, S.A. under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise set forth herein or as shall be expressly set forth by specific reference in such a filing.
EXHIBIT INDEX
| Exhibit | Description of Exhibit | |
| 99.1 | Unaudited Interim Condensed Consolidated Financial Statements as of and for the six months ended June 30, 2025 |
1
SIGNATURES
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, thereunto duly authorized.
| Codere Online Luxembourg, S.A. | |
| (Registrant) | |
| Date: December 22, 2025 | /s/ Marcus Arildsson |
| Marcus Arildsson | |
| Chief Financial Officer |
2
Exhibit 99.1
Codere Online
Luxembourg, S.A. and
subsidiaries
Unaudited Interim Condensed Consolidated
Financial Statements as of and for the six months ended
Codere Online Luxembourg, S.A. and subsidiaries.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS OF JUNE 30, 2025
(Thousands of Euros)
| Notes | 06/30/2025 | 12/31/2024 | |||||||||
| ASSETS | |||||||||||
| A) NON-CURRENT ASSETS | |||||||||||
| Intangible assets | |||||||||||
| Property, plant and equipment | |||||||||||
| Right-of-use assets | 4 | ||||||||||
| Deferred tax asset | 11 | ||||||||||
| B) CURRENT ASSETS | |||||||||||
| Trade receivables and other current assets | 6 | ||||||||||
| Current financial assets | 5 | ||||||||||
| Cash and cash equivalents | 5 | ||||||||||
| TOTAL ASSETS (A+B) | |||||||||||
| Notes | 06/30/2025 | 12/31/2024 | |||||||||
| EQUITY AND LIABILITIES | |||||||||||
| A) EQUITY | 7 | ||||||||||
| Equity attributable to equity holders of the Parent | |||||||||||
| Equity attributable to non-controlling interest | |||||||||||
| B) NON-CURRENT LIABILITIES | |||||||||||
| Non-current lease liabilities | 4 | ||||||||||
| Non-current financial liabilities | 8 | ||||||||||
| C) CURRENT LIABILITIES | |||||||||||
| Current lease liabilities | 4 | ||||||||||
| Borrowings | 8 | ||||||||||
| Trade payables and other current liabilities | 9 | ||||||||||
| TOTAL EQUITY AND LIABILITIES (A+B+C) | |||||||||||
The accompanying notes 1 to 15 are an integral part of the accompanying Unaudited Interim Condensed Consolidated Financial Statements
F-1
Codere Online Luxembourg, S.A. and subsidiaries.
UNAUDITED INTERIM CONDENSED CONSOLIDATED INCOME/(LOSS) STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2025
(Thousands of Euros)
| Notes | 06/30/2025 | 06/30/2024 | |||||||||
| Revenue | 11 | ||||||||||
| Personnel expenses | ( |
) | ( |
) | |||||||
| Depreciation and amortization | ( |
) | ( |
) | |||||||
| Other operating expenses | ( |
) | ( |
) | |||||||
| Operating expenses | 11 | ( |
) | ( |
) | ||||||
| OPERATING INCOME/(LOSS) | |||||||||||
| Finance Income / (costs) | ( |
) | ( |
) | |||||||
| Net financial results | 11 | ( |
) | ( |
) | ||||||
| NET INCOME/(LOSS) BEFORE TAX | ( |
) | |||||||||
| Income tax benefit/(expense) | 10 | ( |
) | ( |
) | ||||||
| NET INCOME/(LOSS) FOR THE PERIOD | ( |
) | ( |
) | |||||||
| Attributable to equity holders of the Parent | ( |
) | ( |
) | |||||||
| Attributable to non-controlling interests | |||||||||||
| Basic earnings per share attributable to equity holders of the Parent (Euro) | 11 | ( |
) | ( |
) | ||||||
| Diluted earnings per share attributable to equity holders of the Parent (Euro) | 11 | ( |
) | ( |
) | ||||||
The accompanying notes 1 to 15 are an integral part of the accompanying Unaudited Interim Condensed Consolidated Financial Statements
F-2
Codere Online Luxembourg, S.A. and subsidiaries.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS) FOR THE SIX MONTHS ENDED JUNE 30, 2025
(Thousands of Euros)
| 06/30/2025 | 06/30/2024 | |||||||
| Net income/(loss) for the period | ( |
) | ( |
) | ||||
| Currency translation differences | ( |
) | ||||||
| Income tax impact | ||||||||
| Items that will not be reclassified subsequently to the income statement | ( |
) | ||||||
| Total other comprehensive income/(loss) recognized for the period | ( |
) | ||||||
| Total comprehensive income/(loss) recognized for the period | ( |
) | ( |
) | ||||
| Attributable to: | ||||||||
| Equity holders of the Parent | ( |
) | ( |
) | ||||
| Non-controlling interests | ||||||||
The accompanying notes 1 to 15 are an integral part of the accompanying Unaudited Interim Condensed Consolidated Financial Statements
F-3
Codere Online Luxembourg, S.A. and subsidiaries.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 2025
(Thousands of Euros)
| Issued capital |
Other reserves |
Share premium |
Net income / (loss) for the period | Retained
earnings / (losses) |
Other comprehensive income/(loss) |
Total | Non-controlling interest |
Total Equity |
||||||||||||||||||||||||||||
| Balance at December 31, 2023 | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| Net income/(loss) for the period | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| Other comprehensive income/(loss) for the period | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| Total comprehensive income/ (loss) for the period | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| Appropriation of result | ( |
) | ||||||||||||||||||||||||||||||||||
| Capital increase (Note 7) | ( |
) | ||||||||||||||||||||||||||||||||||
| Employee share-based compensation | ||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| Issued capital |
Other reserves |
Share premium |
Net income / (loss) for the period | Retained
earnings / (losses) |
Other comprehensive income/(loss) |
Total | Non-controlling interest |
Total Equity |
||||||||||||||||||||||||||||
| Balance at December 31, 2024 | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||
| Net income/(loss) for the period | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| Other comprehensive income/(loss) for the period | ||||||||||||||||||||||||||||||||||||
| Total comprehensive income/ (loss) for the period | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| Appropriation of result | ( |
) | ||||||||||||||||||||||||||||||||||
| Capital increase (Note 7) | ( |
) | ||||||||||||||||||||||||||||||||||
| Treasury shares | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| Employee share-based compensation | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
The accompanying notes 1 to 15 are an integral part of the accompanying Unaudited Interim Condensed Consolidated Financial Statements
F-4
Codere Online Luxembourg, S.A. and subsidiaries.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2025
(Thousands of Euros)
| Notes | 06/30/2025 | 06/30/2024 | |||||||||
| Net income/(loss) before tax | ( |
) | |||||||||
| Adjustments to profit/loss: | |||||||||||
| Depreciation and amortization | 11 | ||||||||||
| Change in provisions | ( |
) | |||||||||
| Change in expected credit loss | |||||||||||
| Exchange rate impact | 11 | ||||||||||
| Effect of hyperinflation on results | 11 | ( |
) | ( |
) | ||||||
| Changes in fair value | 11 | ||||||||||
| Short term investment gain | 11 | ( |
) | ( |
) | ||||||
| Interest (income)/expenses | 11 | ( |
) | ( |
) | ||||||
| Interest expense on lease liabilities | 4 | ||||||||||
| Others | 11 | ||||||||||
| Changes in working capital: | ( |
) | |||||||||
| Trade receivables and other current assets | 6 | ||||||||||
| Trade payables and other current liabilities | 9 | ( |
) | ( |
) | ||||||
| Income tax paid | ( |
) | |||||||||
| Net cash provided by (used in) operating activities | ( |
) | |||||||||
| Payment for purchases of property, plant and equipment | ( |
) | ( |
) | |||||||
| Net cash used in investing activities | ( |
) | ( |
) | |||||||
| Drawdown of other borrowings | 8 | ( |
) | ( |
) | ||||||
| Capitalized lease payments (IFRS 16) | 4 | ( |
) | ||||||||
| Repurchase of treasury shares | ( |
) | |||||||||
| Net cash provided by (used in) financing activities | ( |
) | ( |
) | |||||||
| Net increase/(decrease) in cash and cash equivalents | ( |
) | |||||||||
| Cash and cash equivalents at the beginning of the period | |||||||||||
| Effect of changes in exchange rates on cash and cash equivalents | ( |
) | ( |
) | |||||||
| Cash and cash equivalents at the end of the period | |||||||||||
The accompanying notes 1 to 15 are an integral part of the accompanying Unaudited Interim Condensed Consolidated Financial Statements
F-5
Codere Online Luxembourg, S.A. and subsidiaries.
SELECTED NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025 AND FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2025
(Thousands of Euros)
| 1. | BACKGROUND |
On June 4, 2021, Codere Online Luxembourg, S.A. (the “Company” or “Parent” and, together with its subsidiaries, “Codere Online”), was incorporated and registered in Luxembourg as a public limited company (société anonyme) under the laws of Luxembourg with its registered office at 7, rue Robert Stumper, L-2557 Luxembourg, Grand Duchy of Luxembourg and has been registered with the Luxembourg trade and companies register (Registre de commerce et des sociétés, Luxembourg) under the number B255798.
Codere Online is comprised of the former online gambling operations of its majority shareholder Codere Group Topco, S.A. and its subsidiaries (“Codere Group”) in Spain, Mexico, Colombia, Panama, and Argentina focused on online gambling and other online services. Codere Group controls Codere Online through its operating Spanish Holdco, Codere Newco, S.A.U. (“CNEW”), which holds 65.9% of the ordinary shares of the Company.
Codere Group is a leading international gaming operator that operates slot machines, bingo seats and sports betting terminals in Latin America (Argentina, Colombia, Mexico, Panama and Uruguay), Spain and Italy, across various gaming venues, including gaming halls, arcades, bars, sports betting shops and horse racetracks.
Codere Online´s perimeter consists of 9 operating and supporting entities (Spain, United States, Mexico, Colombia, Panama, Israel and Argentina) and 2 holding companies (Spain and Luxembourg).
| Schedule of Entity | ||||||
| Entity | Entity Type | Ownership | Location | |||
| Codere Online Luxembourg S.A. | ||||||
| Codere Online U.S. Corp. | ||||||
| Servicios de Juego Online S.A.U. (SEJO) | ||||||
| Codere Online S.A.U. | ||||||
| Codere Online Colombia SAS | ||||||
| Operating Management Services Panama S.A. | ||||||
| LIFO AenP | ||||||
| Codere Online Mexico S.A. de C.V. | ||||||
| Codere Online Argentina, S.A. | ||||||
| Codere Online Argentina, S.A. Unión Transitoria | ||||||
| Codere Israel Marketing Support Services LTD. |
| * |
Codere (Gibraltar) Marketing Services LTD. and Codere Online Operator LTD., both previously included within the reporting perimeter, were liquidated on January 17, 2024 and August 28, 2024, respectively, and have therefore been excluded.
F-6
Codere Online Luxembourg, S.A. and subsidiaries.
SELECTED NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025 AND FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2025
(Thousands of Euros)
| 2. | BASIS OF PRESENTATION OF THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
| a) | Basis of presentation and comparison of information |
The accompanying Unaudited Interim Condensed Consolidated Financial Statements as of and for the six months ended June 30, 2025 (the “Unaudited Interim Condensed Consolidated Financial Statements”), have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and pursuant to the interpretations issued by Interpretation Committee of the IASB (“IFRIC”).
According to IAS 34, interim financial reporting is intended to bring the contents of the last Consolidated Financial Statements up to date, emphasizing any new activities, events or circumstances that occurred during the six months ended June 30, 2025 but without duplicating the information previously published in the Consolidated Financial Statements. Therefore, in order to properly understand the information included in the accompanying Unaudited Interim Condensed Consolidated Financial Statements, they must be read together with the Company’s Consolidated Financial Statements as of December 31, 2024.
The Unaudited Interim Condensed Consolidated Financial Statements of Codere Online were approved on December 18, 2025.
| a.1.) | Going concern |
The Unaudited Interim Condensed Consolidated Financial Statements present positive equity of €
Codere
Online has incurred recurring losses including net losses of €
Codere Online’s management has prepared the Unaudited Interim Condensed Consolidated Financial Statements under the going concern principle, considering the Company’s current liquidity position, actual operating performance and cash flow generation. Furthermore, its reasonable expectations regarding operating performance over the coming three years, leads management to believe that the Company has adequate resources to continue in operational existence for the next twelve months.
| a.2.) | Changes in perimeter |
The perimeter of Codere Online consists of 9 operating and supporting entities (Spain, United States, Mexico, Colombia, Panama, Israel and Argentina) and 2 holding companies (Spain and Luxembourg) as described in Note 1.
Codere (Gibraltar) Marketing Services Ltd. and Codere Online Operator Ltd., which were previously included in the consolidation perimeter, were liquidated on January 17, 2024 and August 28, 2024, respectively, and have therefore been excluded from the consolidation perimeter.
F-7
Codere Online Luxembourg, S.A. and subsidiaries.
SELECTED NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025 AND FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2025
(Thousands of Euros)
| a.3.) | Accounting estimates and judgments |
The preparation of these Unaudited Interim Condensed Consolidated Financial Statements requires that management make some judgments, estimates and assumptions that affect the application of accounting policies and the balances of assets, liabilities, income and expenses. The estimates and related assumptions are based on historical experience and other factors that are understood as reasonable under the circumstances.
| b) | Accounting policies |
The accounting policies used in the preparation of these Unaudited Interim Condensed Consolidated Financial Statements are the same as those applied in the Consolidated Financial Statements as of and for the year ended December 31, 2024.
New IFRS, IFRIC and amendments to IFRS not effective as of June 30, 2025
As of the approval date of the Unaudited Interim Condensed Consolidated Financial Statements, the following standards, amendments and interpretations had been published by the IASB, but their application was not mandatory for the six month period ended June 30, 2025:
| Schedule of Consolidated Financial Statements | |||||
| Standards, amendments and interpretations |
Description |
Mandatory application for financial years starting on or after: | |||
| Amendments to the Classification and Measurement of Financial Instruments - Amendments to IFRS 9 and IFRS 7 |
| ||||
| ● | clarify the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system; | ||||
| ● | clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion; | ||||
| ● | add new disclosures for certain instruments with contractual terms that can change cash flows (such as some financial instruments with features linked to the achievement of environment, social and governance targets); and | ||||
| ● | update the disclosures for equity instruments designated at fair value through other comprehensive income (FVOCI). | ||||
F-8
Codere Online Luxembourg, S.A. and subsidiaries.
SELECTED NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025 AND FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2025
(Thousands of Euros)
| Standards, amendments and interpretations |
Description |
Mandatory application for financial years starting on or after: | ||
| IFRS 18 Presentation and Disclosure in Financial Statements | ||||
| IFRS 19 Subsidiaries without Public Accountability: Disclosures |
Codere Online estimates that no standards, amendments and interpretations in the preceding table will have a significant impact on the Unaudited Interim Condensed Consolidated Financial Statements in the initial period of application. However, Codere Online is currently assessing the detailed implications of applying IFRS 18 on Codere Online’s Unaudited Interim Condensed Consolidated Financial Statements.
| 3. | SEGMENT INFORMATION |
Under IFRS 8 (Segment Information), operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (“CODM”) which, in the case of Codere Online, is the Chief Executive Officer (“CEO”). The CODM is responsible for allocating resources and assessing performance of the business. For management purposes, Codere Online’s operating segments are formed by Codere Online’s business in Spain, Mexico, Colombia, Panama and Argentina.
The CEO primarily measures the performance of Codere Online’s business by its revenue and EBITDA, which is calculated as net income/(loss), after adding back income tax benefit/(expense), net financial results, depreciation and amortization.
Codere Online will report financial information, both internally and externally, based on the organizational structure approved by its CEO. Thus, the reportable segments for these Unaudited Interim Condensed Consolidated Financial Statements consist of Codere Online’s operations in Spain and Mexico. Colombia, Panama and Argentina are grouped under “Other Operations”. Codere Israel Marketing Support Services LTD and Codere Online, Codere (Gibraltar) Marketing Services LTD, SEJO and Surviving Corporation have been grouped and reported under “Supporting”.
The entities that have been aggregated under “Other operations” and “Supporting” have been grouped in accordance with guidance allowed under IFRS 8, Operating Segments. Based on both IFRS 8:BC30 and the diagram included in the implementation guidance accompanying IFRS 8, if two or more components of a business meet the aggregation criteria, they may be combined for external reporting purposes into a single operating segment, notwithstanding that they may individually exceed the quantitative thresholds. Additionally, the entities aggregated in the “Other operations” and “Supporting” segments all meet the following conditions: (i) aggregation is consistent with the core principle of IFRS 8, (ii) the segments have similar economic characteristics, (iii) the segments are similar in the nature of the products and services offered, (iv) the segments are similar in the nature of their production processes, (v) the segments are similar in the type or class of customer for their products and services, (vi) the segments have similar methods used to distribute their products and provide their services and (vii) the segments have a similar nature of their regulatory environment. The segments referred to above include the information related to the online business provided in each country. Inter-segment transactions are carried out on an arm’s length basis and are included in the “Eliminations” column. Information relating to other Codere Online companies not specifically included in these segments is reported under “Other Operations”.
F-9
Codere Online Luxembourg, S.A. and subsidiaries.
SELECTED NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025 AND FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2025
(Thousands of Euros)
The following tables break down certain information presented in the Unaudited Interim Condensed Consolidated statements of operations for the six months ended June 30, 2025 and 2024:
| Schedule of Condensed Income Statements | ||||||||||||||||||||||||
| 06/30/2025 | Spain | Mexico | Other Operations | Supporting | Eliminations | Total Group | ||||||||||||||||||
| Revenue | ( |
) | ||||||||||||||||||||||
| Personnel expenses | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
| Depreciation and amortization | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
| Other operating expenses | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
| Operating expenses | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
| OPERATING INCOME/(LOSS) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
| Finance income | ( |
) | ||||||||||||||||||||||
| Finance costs | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
| Net financial results | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
| NET INCOME/(LOSS) BEFORE TAX | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
| Income tax benefit/(expense) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
| NET INCOME/(LOSS) FOR THE PERIOD | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
| Attributable to equity holders of the Parent | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
| Attributable to non-controlling interests | ||||||||||||||||||||||||
| 06/30/2024 | Spain | Mexico | Other Operations | Supporting | Eliminations | Total Group | ||||||||||||||||||
| Revenue | ( |
) | ||||||||||||||||||||||
| Personnel expenses | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
| Depreciation and amortization | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
| Other operating expenses | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
| Operating expenses | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
| OPERATING INCOME/(LOSS) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
| Finance income | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
| Finance costs | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
| Net financial results | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
| NET INCOME/(LOSS) BEFORE TAX | ( |
) | ( |
) | ||||||||||||||||||||
| Income tax benefit/(expense) | ( |
) | ( |
) | ||||||||||||||||||||
| NET INCOME/(LOSS) FOR THE PERIOD | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
| Attributable to equity holders of the Parent | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
| Attributable to non-controlling interests | ||||||||||||||||||||||||
F-10
Codere Online Luxembourg, S.A. and subsidiaries.
SELECTED NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025 AND FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2025
(Thousands of Euros)
The following tables break down certain information presented in the Unaudited Interim Condensed Consolidated Statement of financial position as of June 30, 2025 and in the consolidated statement of financial position as of December 31, 2024.
| Schedule of Financial Position | ||||||||||||||||||||||||
| 06/30/2025 | Spain | Mexico | Other Operations | Supporting | Eliminations | Total Group |
||||||||||||||||||
| NON-CURRENT ASSETS | ( |
) | ||||||||||||||||||||||
| CURRENT ASSETS | ( |
) | ||||||||||||||||||||||
| Trade receivables and other current assets | ( |
) | ||||||||||||||||||||||
| Current financial assets | ( |
) | ||||||||||||||||||||||
| Cash and cash equivalents | ( |
) | ||||||||||||||||||||||
| TOTAL ASSETS | ( |
) | ||||||||||||||||||||||
| EQUITY | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
| NON-CURRENT LIABILITIES | ( |
) | ||||||||||||||||||||||
| CURRENT LIABILITIES | ( |
) | ||||||||||||||||||||||
| Current lease liabilities | ||||||||||||||||||||||||
| Borrowings | ( |
) | ||||||||||||||||||||||
| Trade payables and other current liabilities | ( |
) | ||||||||||||||||||||||
| TOTAL EQUITY AND LIABILITIES | ( |
) | ||||||||||||||||||||||
| 12/31/2024 | Spain | Mexico | Other Operations | Supporting | Eliminations | Total Group |
||||||||||||||||||
| NON-CURRENT ASSETS | ( |
) | ||||||||||||||||||||||
| CURRENT ASSETS | ( |
) | ||||||||||||||||||||||
| Trade receivables and other current assets | ( |
) | ||||||||||||||||||||||
| Current financial assets | ( |
) | ||||||||||||||||||||||
| Cash and cash equivalents | ( |
) | ||||||||||||||||||||||
| TOTAL ASSETS | ( |
) | ||||||||||||||||||||||
| EQUITY | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
| NON-CURRENT LIABILITIES | ( |
) | ||||||||||||||||||||||
| CURRENT LIABILITIES | ( |
) | ||||||||||||||||||||||
| Current lease liabilities | ||||||||||||||||||||||||
| Borrowings | ( |
) | ||||||||||||||||||||||
| Trade payables and other current liabilities | ( |
) | ||||||||||||||||||||||
| TOTAL EQUITY AND LIABILITIES | ( |
) | ||||||||||||||||||||||
Codere Online does not have any customers that individually account for 10% or more of its interest and income for the six months ended June 30, 2025 and 2024.
F-11
Codere Online Luxembourg, S.A. and subsidiaries.
SELECTED NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025 AND FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2025
(Thousands of Euros)
| 4. | LEASES |
The Group applies IFRS 16 to recognize, measure, present, and disclose leases. Under IFRS 16, Codere Online recognizes right-of-use assets and lease liabilities for all lease contracts, except for short-term leases (defined as leases with a term of 12 months or less) and low-value leases.
Codere Online holds leases primarily for office premises and vehicles. During 2025, the Company entered into a new office premises lease commencing on January 1, 2025, with a 58-month term and a monthly rent of €
Right-of-use assets
The reconciliation of the carrying amounts of the items comprising “right-of-use assets” at the beginning and end of the reporting period:
| Schedule of carrying amounts of the items comprising “Right of use assets” at the beginning and end of the reporting period | ||||||||||||||||
| Cost | Balance at 12/31/2024 |
Additions | Derecognitions | Balance at 06/30/2025 |
||||||||||||
| Right-of-use assets | ||||||||||||||||
| Total | ||||||||||||||||
| Accumulated depreciation (Note 11) | ||||||||||||||||
| Right-of-use assets | ( |
) | ( |
)* | ( |
) | ||||||||||
| Total | ( |
) | ( |
) | ( |
) | ||||||||||
| Carrying amount | ||||||||||||||||
| * |
| Cost | Balance at 12/31/2023 |
Additions | Derecognitions | Balance at 12/31/2024 |
||||||||||||
| Right-of-use assets | ||||||||||||||||
| Total | ||||||||||||||||
| Accumulated depreciation (Note 11) | ||||||||||||||||
| Right-of-use assets | ( |
) | ( |
) | ||||||||||||
| Total | ( |
) | ( |
) | ||||||||||||
| Carrying amount | ||||||||||||||||
Lease Liabilities
The lease liabilities as of June 30, 2025, amounted to €
| Schedule of lease liabilities | ||||
| Lease Liabilities as of June 30, 2025 | ||||
| Non-Current | ||||
| Current |
F-12
Codere Online Luxembourg, S.A. and subsidiaries.
SELECTED NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025 AND FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2025
(Thousands of Euros)
| 5. | FINANCIAL ASSETS |
The breakdown of the carrying amount of the items presented under this heading as of June 30, 2025 and December 31, 2024 is as follows:
| Schedule of Cash and cash equivalents | ||||||||||||
| 06/30/2025 | Financial assets at amortized cost |
Carrying amount |
Fair value |
|||||||||
| Current assets: | ||||||||||||
| Trade receivables and other current assets (Note 6) | ||||||||||||
| Current financial assets | ||||||||||||
| Cash and cash equivalents | ||||||||||||
| 12/31/2024 | Financial assets at amortized cost |
Carrying amount |
Fair value |
|||||||||
| Current assets: | ||||||||||||
| Trade receivables and other current assets (Note 6) | ||||||||||||
| Current financial assets | ||||||||||||
| Cash and cash equivalents | ||||||||||||
Cash and cash equivalents includes cash from clients in certain jurisdictions (Spain, Colombia and the City of Buenos Aires)
Trade receivables and other current assets mainly comprise VAT recoverable from the tax authorities amounting to €
Current financial assets mainly correspond to “in transit” deposits made by customers through payment service providers to their online wallets and amounted to €
The expected credit losses recognized on current financial assets as of June 30, 2025 and December 31, 2024 amounted to €
F-13
Codere Online Luxembourg, S.A. and subsidiaries.
SELECTED NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025 AND FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2025
(Thousands of Euros)
| 6. | TRADE RECEIVABLES AND OTHER CURRENT ASSETS |
The breakdown of the items presented under this heading at June 30, 2025 and December 31, 2024 is as follows:
| Trade Receivables and Other Current assets | ||||||||
| 06/30/2025 | 12/31/2024 | |||||||
| Trade receivables: | ||||||||
| Other receivables from the Codere Group companies (Note 12) | ||||||||
| Impairment of trade receivables | ( |
) | ( |
) | ||||
| Other current assets: | ||||||||
| Current tax asset (VAT) | ||||||||
| Prepayments | ||||||||
| Other receivables | ||||||||
| Total | ||||||||
Other receivables from the Codere Group companies mainly include balances to be paid by Codere Colombia, S.A amounting to €
The carrying amounts of Codere Online’s trade receivables and other current assets are denominated in the following currencies:
| Disclosure of Groups trade receivables | ||||||||
| Currency | 06/30/2025 | 12/31/2024 | ||||||
| EUR | ||||||||
| ILS | ||||||||
| ARS | ||||||||
| USD | ||||||||
| MXN | ||||||||
| COP | ||||||||
| Total | ||||||||
The maximum exposure to credit risk at the reporting date is the carrying value of each class of trade receivable mentioned above. Codere Online does not hold any collateral as security.
The change in the allowance for impairment of trade receivable as of June 30, 2025 and December 31, 2024 is as follows:
| Disclosure of impairment of accounts receivable | ||||
| Expected credit loss as of 12/31/2023 | ||||
| Additions | ||||
| Reversal | ||||
| Expected credit loss as of 12/31/2024 |
| Expected credit loss as of 12/31/2024 | ||||
| Additions | ||||
| Reversal | ||||
| Expected credit loss as of 06/30/2025 |
F-14
Codere Online Luxembourg, S.A. and subsidiaries.
SELECTED NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025 AND FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2025
(Thousands of Euros)
| 7. | EQUITY |
On January 4, 2024, the Company’s board of directors (the “Board”) approved the creation and issuance of new shares with a nominal value of one euro each (€1.00), all fully paid up by the capitalization of part of the available reserve of the Company.
On December 24, 2024, the Board approved the creation and issuance of new shares with a nominal value of one euro each (€1.00), all fully paid up by the capitalization of part of the available reserve of the Company. The issuance of the shares was not completed until March 13, 2025. Both issuances were made in accordance with the terms of the invitation letters signed by the subscribers of the management incentive plan.
The change in Equity, mainly in “Other reserves” as of June 30, 2025, amounted to negative €
| 8. | BORROWINGS AND NON-CURRENT FINANCIAL LIABILITIES |
As of June 30, 2025, and December 31, 2024 the breakdown of financial liabilities by category is as follows:
Current borrowings at amortized cost
| Disclosure of financial liabilities | ||||||||||||
| Amortized Cost |
||||||||||||
| 06/30/2025 |
Debt |
Carrying Amount |
Fair Value |
|||||||||
| Current financial liabilities | ||||||||||||
| Other borrowings | ||||||||||||
| Of which: | ||||||||||||
| with related parties (Note 12) | ||||||||||||
| Amortized Cost |
||||||||||||
| 12/31/2024 |
Debt |
Carrying Amount |
Fair Value |
|||||||||
| Current financial liabilities | ||||||||||||
| Other borrowings | ||||||||||||
| Of which: | ||||||||||||
| with related parties (Note 12) | ||||||||||||
There were no non-current borrowings accounted for at amortized cost as June 30, 2025 and December 31, 2024, respectively.
F-15
Codere Online Luxembourg, S.A. and subsidiaries.
SELECTED NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025 AND FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2025
(Thousands of Euros)
Financial liabilities associated with financing activities
The following tables present details regarding the changes in financial liabilities as of June 30, 2025 and December 31, 2024 that arise from current financial activities:
06/30/2025
| Disclosure Other borrowings associated with financing activities | ||||||||||||||||||||||||||||||||
| Balance at 12/31/2024 |
Cash addition |
Related parties debt restructuring |
Related party non-cash payable |
Related party cash settlement |
Exchange rate impact |
Changes in fair value |
Balance at 06/30/2025 |
|||||||||||||||||||||||||
| Other Borrowings | ( |
) | ||||||||||||||||||||||||||||||
| Total | ( |
) | ||||||||||||||||||||||||||||||
12/31/2024
| Balance at 12/31/2023 |
Cash addition |
Related parties debt restructuring |
Related party non-cash payable |
Related party cash settlement |
Exchange rate impact |
Changes in fair value |
Balance at 12/31/2024 |
|||||||||||||||||||||||||
| Other Borrowings | ( |
) | ||||||||||||||||||||||||||||||
| Total | ( |
) | ||||||||||||||||||||||||||||||
Other borrowings correspond to short-term loans, mainly composed of debt with entities from the Codere Group, including transactions made by customers through retail sport betting terminals, and amounted to €
Non-current financial liabilities
As of June 30, 2025 and December 31, 2024, non-current financial liabilities included warrants accounted for as liabilities. The fair value of the warrants was derived from quoted prices (Level 1).
The warrants represent rights to purchase Ordinary Shares of Codere Online under pre-established terms. As of June 30, 2025, the total number of warrants outstanding were
These rights were converted into Codere Online warrants following the merger with DD3, maintaining the conditions outlined in the Warrant Amendment Agreement entered into in connection with the Merger.
As of June 30, 2025 and December 31, 2024, the prices per warrant were $
F-16
Codere Online Luxembourg, S.A. and subsidiaries.
SELECTED NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025 AND FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2025
(Thousands of Euros)
| 9. | TRADE PAYABLES AND OTHER CURRENT LIABILITIES |
The composition of trade payables and other current liabilities as of June 30, 2025 and December 31, 2024 is as follows:
| Disclosure of trade payables and other current liabilities | ||||||||
| 06/30/2025 | 12/31/2024 | |||||||
| Trade payables | ||||||||
| Customer online wallets | ||||||||
| Other current liabilities | ||||||||
| Accruals | ||||||||
| Total | ||||||||
| Of which: | ||||||||
| with related parties (Note 12) | ||||||||
The customer online wallets are the net difference between funds deposited by customers, plus winning wagers, less losing wagers and less customers withdrawals.
Accrued salaries include Codere Online’s commitments to its staff under the labor legislation prevailing in each market as well as the labor contingencies recognized in each reporting period.
The details of other current liabilities as of June 30, 2025 and December 31, 2024 is as follows:
| Disclosure of other current liabilities | ||||||||
| 06/30/2025 | 12/31/2024 | |||||||
| Accrued salaries | ||||||||
| Current tax liabilities | ||||||||
| Others | ||||||||
| Total | ||||||||
| 10. | INCOME TAX MATTERS |
Each of the entities included in Codere Online file income taxes according to the tax regulations in force in each country on an individual basis or under consolidation tax regulations.
The consolidated income tax has been calculated as an aggregation of income tax expenses of each individual company. In order to calculate the taxable income of the consolidated entities individually, the accounting profit is adjusted for permanent differences. At each consolidated statement of operations date, a current tax asset or liability is recorded, representing income taxes currently refundable or payable.
Income tax payable is the result of applying the applicable tax rate in force to each tax-paying entity, in accordance with the tax laws in force in the country in which the entity is registered.
Reconciliation of book net income/(loss) before taxes to taxable income
The reconciliation between book net income/(loss) before tax and the income tax benefit/(expense) from continuing operations as of June 30, 2025 is as follows:
| Disclosure of income tax benefit/(expense) | ||||||||
| 06/30/2025 | 06/30/2024 | |||||||
| Current income tax expense | ( |
) | ( |
) | ||||
| Deferred income tax expense relating to origination and reversal of temporary differences | ( |
) | ||||||
| Income tax expense recognised in the income/(loss) statement | ( |
) | ( |
) | ||||
F-17
Codere Online Luxembourg, S.A. and subsidiaries.
SELECTED NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025 AND FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2025
(Thousands of Euros)
Deferred taxes
| Schedule of deferred taxes | ||||||||
| 06/30/2025 | 12/31/2024 | |||||||
| Deferred tax asset | ||||||||
| Deferred tax liability | ||||||||
The deferred tax assets as of June 30, 2025 and December 31, 2024, primarily relate to tax loss carryforwards.
As shown in the table below, Codere Online has generated net losses which can be offset against future profits; however, as of December 31, 2024, and June 30, 2025, Codere Online did not record these in the statement of financial position considering it is not expected that these will be utilized within the foreseeable future. There is no limit on time in either country to utilize these losses against future profits (amounts expressed in thousand of euros).
| Disclosure of future profits | ||||||||
| Entity | Total as of 06/30/2025 |
Total as of 12/31/2024 |
||||||
| SEJO | ||||||||
| Codere Online S.A.U. (Spain) | ||||||||
| LIFO AenP (Mexico) | ||||||||
| Codere Online Colombia | ||||||||
| Codere Online U.S. Corp. | ||||||||
| Codere Online Luxembourg | ||||||||
| 11. | REVENUE AND EXPENSES |
Revenues
The breakdown of Codere Online’s revenues for the six months ended June 30, 2025 and 2024 is as follows:
| Disclosure of Groups revenues | ||||||||
| 06/30/2025 | 06/30/2024 | |||||||
| Online sports betting | ||||||||
| Online casino wagering | ||||||||
| Others | ||||||||
| Total | ||||||||
No customer contributed more than 10% of revenue for the six months ended June 30, 2025, and 2024.
Additionally, the distribution of revenue by geographical market during the reporting period is as follows:
| Disclosure of geographical revenue | ||||||||
| 06/30/2025 | 06/30/2024 | |||||||
| Spain | ||||||||
| Mexico | ||||||||
| Others | ||||||||
| Total | ||||||||
F-18
Codere Online Luxembourg, S.A. and subsidiaries.
SELECTED NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025 AND FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2025
(Thousands of Euros)
Personnel expenses
Personnel expenses as of June 30, 2025 and 2024 includes expenses for wages, salaries, long term incentive plans, benefits (and other similar concepts) and social security and other social contributions expenses payable by Codere Online.
| Disclosure personnel expenses | ||||||||
| 06/30/2025 | 06/30/2024 | |||||||
| Wages, salaries and similar | ||||||||
| Social security contributions payable by Codere Online | ||||||||
| Other social contributions | ||||||||
| Total | ||||||||
Depreciation and amortization
The breakdown of depreciation and amortization for the six months ended June 30, 2025 and 2024 is as follows:
| Disclosure of depreciation and amortization | ||||||||
| 06/30/2025 | 06/30/2024 | |||||||
| Depreciation of property, plant and equipment | ||||||||
| Amortization of intangible assets | ||||||||
| Amortization of right-of-use assets (Note 4) | ||||||||
| Total | ||||||||
The depreciation and amortization increase is mainly due to the amortization of right-of-use assets, caused by the impact of IFRS 16 (Note 4).
Other operating expenses
The breakdown of other operating expenses for the six months ended June 30, 2025 and 2024 is as follows:
| Disclosure of other operating expenses | ||||||||
| 06/30/2025 | 06/30/2024 | |||||||
| Gambling taxes | ||||||||
| Leases | ||||||||
| Utilities, repairs and maintenance | ||||||||
| Professional services and other expenses | ||||||||
| Casino license royalties | ||||||||
| Marketing expenses | ||||||||
| Total | ||||||||
Codere Online recognizes lease payments as an operating expense on a straight-line basis over the term of the lease for the short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value.
Professional services and other expenses mainly include: (i) Platform services; (ii) external providers for some of our sports odds; (iii) payment processing which allow our customers to deposit and withdraw using platforms and (iv) streaming services contracted to external parties offered to our customers as a complement to our sports betting offer.
F-19
Codere Online Luxembourg, S.A. and subsidiaries.
SELECTED NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025 AND FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2025
(Thousands of Euros)
Finance income / (cost), net
The breakdown of finance income/ (cost), net for the six months ended June 30, 2025 and 2024 is as follows:
| Disclosure of finance income cost | ||||||||
| 06/30/2025 | 06/30/2024 | |||||||
| Interest income/(expense), net | ||||||||
| Exchange rate impact | ( |
) | ( |
) | ||||
| Argentina hyperinflation impact | ||||||||
| Decrease/(increase) in fair value of public warrants (Note 8) | ( |
) | ( |
) | ||||
| Lease finance interest under IFRS 16 (Note 4) | ( |
) | ||||||
| Short term investment gain | ||||||||
| Others | ( |
) | ||||||
| Total | ( |
) | ( |
) | ||||
Finance income / (cost), net for the periods ended June 30, 2025 and 2024 include both realized and unrealized foreign exchange gains/(losses) due to the fluctuation of the exchange rates between the euro and the other currencies, mainly the Mexican peso, the Colombian peso, Argentine peso and the Panamanian balboa, that Codere Online uses in its operations as well as interest expense related to Codere Online’s outstanding borrowings from related parties.
Earnings per share
Basic earnings per share amounts are calculated by dividing (a) the net income/(loss) for the period attributable to equity holders of the Company by (b) the weighted average number of ordinary shares outstanding during the period.
Diluted earnings per share amounts are calculated by dividing the net income/(loss) for the period attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares plus the weighted average number of ordinary shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares, if any. The effect of restricted shares, warrants, stock options, and deferred payment for the periods ended June, 30 2025 and 2024, qualified as antidilutive events. In accordance with IAS 33, antidilutive potential ordinary shares, those that would increase earnings per share or decrease the loss per share if included, are disregarded in the calculation of diluted earnings per share. This is due to Codere Online reporting a net loss for the periods ended June, 30 2025 and 2024, which results in all such instruments being considered antidilutive.
As of June 30, 2025, the Company had issued and outstanding shares.
Both basic and diluted earnings per share attributable to equity holders of Codere Online are calculated based on the following data, in each case for the six months ended June 30, 2025 and 2024.
| Disclosure of basic and diluted earnings per share | ||||||||
| 06/30/2025 | 06/30/2024 | |||||||
| Net income/(loss) attributable to the equity holders of the Parent (thousand euros) | ( |
) | ( |
) | ||||
| Weight average number of shares outstanding: | ||||||||
| Basic | ||||||||
| Diluted | ||||||||
| Basic earnings per share (euros) | ( |
) | ( |
) | ||||
| Diluted earnings per share (euros) | ( |
) | ( |
) | ||||
F-20
Codere Online Luxembourg, S.A. and subsidiaries.
SELECTED NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025 AND FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2025
(Thousands of Euros)
| 12. | RELATED PARTIES |
The parties related to Codere Online include, in addition Codere Group’s subsidiaries, associates and jointly controlled entities, the Codere Online’s key management personnel, as well as all individuals who are related to them by a family relationship, and the entities over which key management personnel may exercise significant influence or control. Balances and transactions between Codere Online and other related parties outside of Codere Online’s consolidation perimeter are disclosed below.
06/30/2025
| Disclosure of transactions related companies | ||||||||||||||
| Related parties | Relation to Codere Online | Finance costs and exchange differences |
Operating expenses |
Total Costs |
||||||||||
| Codere Apuestas España S.A. | Subsidiary of Codere Group | |||||||||||||
| Codere Newco S.A.U. | Parent of Codere Online | |||||||||||||
| Codere Apuestas Galicia S.L. | Subsidiary of Codere Group | |||||||||||||
| Other retail companies | Subsidiary of Codere Group | |||||||||||||
| Latam retail companies | Subsidiary of Codere Group | |||||||||||||
| Total | ||||||||||||||
Balance at 06/30/2025
| Related parties | Relation to Codere Online | Current financial assets (Note 5) |
Trade receivables (Note 6) |
Current (Note 8) |
Trade payables and other current liabilities (Note 9) |
|||||||||||||
| Codere Newco S.A.U. | Parent of Codere Online | |||||||||||||||||
| Codere Apuestas España S.L. | Subsidiary of Codere Group | |||||||||||||||||
| Other retail companies | Subsidiary of Codere Group | |||||||||||||||||
| Latam retail companies | Subsidiary of Codere Group | |||||||||||||||||
| Total | ||||||||||||||||||
| 13. | COMMITMENTS AND CONTINGENCIES |
Codere Online occasionally faces contingencies related to litigation, claims, assessments, regulatory compliance, or tax inspections, such as the one currently underway in Mexico. Such proceedings can be costly, time consuming and unpredictable, and therefore, no assurance can be given that the final outcome of such proceedings will not materially impact Codere Online’s financial condition or results of operations. Estimated losses are accrued for these proceedings when the loss is probable and can be estimated. While Codere Online maintains insurance coverage that it believes is adequate to mitigate the risks of such proceedings, no assurance can be given that the amount or scope of existing insurance coverage will be sufficient to cover losses arising from such matters.
The current liability for the estimated losses associated with these proceedings is not material to the consolidated financial condition and those estimated losses are not expected to have a material impact on Codere Online’s results of operations.
F-21
Codere Online Luxembourg, S.A. and subsidiaries.
SELECTED NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025 AND FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2025
(Thousands of Euros)
| 14. | OTHER INFORMATION |
Long Term Incentive Plan
On February 2, 2022, the Board approved the terms and conditions on a long-term incentive plan (the “LTIP”), which was approved by the Company Shareholders at a meeting held on March 3, 2022. The main objective of the LTIP is to enhance the alignment between senior management and director interests with those of Codere Online and the Company Shareholders and to strengthen the retention and motivation of senior management and directors in the long term.
The LTIP is primarily for the benefit of certain existing and future senior managers of the Company, certain Directors and certain employees. The beneficiaries will be proposed by the Chief Executive Officer of the Company and will be subject to approval by the Board. Upon approval by the Board, such beneficiaries will receive an invitation letter to participate in the LTIP and will be required to accept the terms in order to become a beneficiary of the LTIP.
Compensation under the LTIP is based on the beneficiary’s expected role, responsibilities and contribution to the Company, among other things. The LTIP includes compensation in the form of share options, restricted shares, and/or deferred payments, payable depending upon the increase in Company’s equity value.
According to the LTIP Agreement, the termination date of the restricted shares and deferred payments will be March 31, 2027, whereas the share options will terminate on December 31, 2027. The number of share options to be granted will be based on the portion of the Target Compensation tied to this stock option component, a $10.00 exercise price (the “Strike Price”), the Target Share Price and subject to standard anti-dilution protections and adjustment for extraordinary cash dividends.
The restricted shares, share options and deferred payment rights granted to the beneficiaries shall have a 20% vesting per calendar year, considering the applicable start of vesting period.
The total number of share options, restricted shares and deferred payments right to each part of the LTIP is as follow:
06/30/2025
| Disclosure number of share options | ||||||||||||
| Number of share options |
Number of restricted shares |
Deferred payments rights (USD) |
||||||||||
| Total rights as of December 31, 2024 | ||||||||||||
| Awarded during the period | ||||||||||||
| Issued during the period | ( |
) | ||||||||||
| Cash settled during the period | ( |
) | ||||||||||
| Exercised during the period | ||||||||||||
| Forfeited during the period | ( |
) | ( |
) | ( |
) | ||||||
| Total rights as of June 30, 2025 | ||||||||||||
| Vested | ||||||||||||
| Unvested | ||||||||||||
F-22
Codere Online Luxembourg, S.A. and subsidiaries.
SELECTED NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025 AND FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2025
(Thousands of Euros)
12/31/2024
| Number of share options |
Number of restricted shares |
Deferred payments rights (USD) |
||||||||||
| Total rights as of December 31, 2023 | ||||||||||||
| Awarded during the period | ||||||||||||
| Issued during the period | ( |
) | ||||||||||
| Cash settled during the period | ( |
) | ||||||||||
| Exercised during the period | ||||||||||||
| Forfeited during the period | ( |
) | ( |
) | ( |
) | ||||||
| Total rights as of December 31, 2024 | ||||||||||||
| Vested | ||||||||||||
| Unvested | ||||||||||||
The fair value of the equity instruments granted has been determined using a Monte Carlo simulation valuation model as of each of the Grant dates, considering the conditions determined in the LTIP Agreement, and the following assumptions:
| Disclosure assumptions considering | ||||
| Forecast share price volatility (annualized) | % | |||
| Plan duration (years) | ||||
| Expected dividend yield | % | |||
| Risk-free interest rate |
Given the recent listing of the Company’s shares, expected share price volatility has been determined based on the average historical standard volatility of a group of selected peers, considering a
More specifically, the restricted share’s fair value has been calculated as the number of estimated vested instruments times the expected share value at the assumed restricted shares exercise date. The number of estimated vested instruments used has been the one established in each beneficiary’s invitation letter, and the expected share value has been determined according to the aforementioned Monte Carlo simulation and the valuation inputs previously detailed.
The fair value of stock options is also determined using a Monte Carlo simulation model, taking into account the expected evolution of the Company’s share price. In this sense, according to the valuation model’s share price expected evolution, the Company’s stock options only have time value as of each of the grant dates, due to the value of the underlying ordinary shares as of the grant dates and the strike price of $10.0 per share.
Finally, deferred payment rights are subject to non-market performance conditions linked to the Company’s EBITDA and net financial debt. The number of shares expected to be delivered is estimated based on the Company’s business plan and is reassessed over the vesting period. Accordingly, the Company’s business plan is used to determine the preliminary number of shares expected to be delivered to beneficiaries under the sub-plans.
The incentives granted to the beneficiaries under the LTIP are subject to a
F-23
Codere Online Luxembourg, S.A. and subsidiaries.
SELECTED NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025 AND FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2025
(Thousands of Euros)
Except in cases of termination for cause, beneficiaries generally retain vested awards upon cessation of employment or service. Awards are subject to clawback in certain circumstances, including breaches of post-termination restrictive covenants or as required by applicable law.The LTIP is subject to the Spanish employment law as a significant part of the compensation under the LTIP will be awarded to beneficiaries located in Spain. The components of the LTIP may be subject to special terms and conditions depending on the location of the beneficiary.
The foregoing description of the LTIP does not purport to be complete and is qualified in its entirety by reference to the full text of the LTIP Master Agreement, which has been filed as an exhibit to the annual report of Codere Online as of December 31, 2022.
Codere Online recognizes the expense associated with the LTIP using the graded vesting method, in accordance with IFRS 2:B43–B44, whereby each vesting tranche is treated as a separate award and expensed over its respective vesting period.
For the six month period ended June 30, 2025, the impact of the LTIP recorded in the Unaudited Interim Condensed Consolidated Statements of operations and income statement as personnel expenses amounted to €
| 15. | EVENTS AFTER THE REPORTING DATE |
Amendment to the Existing Long-Term Incentive Plan and Approval of a New Long-Term Incentive Plan
On November 7, 2024, the Board approved certain amendments to the Company’s existing long-term incentive plan (the “Existing LTIP”) with the aim of further enhancing the alignment between management, directors and shareholders by providing additional incentives. The amended existing LTIP (the “Amended Existing LTIP”) was subsequently approved by the Company’s shareholders at the Annual General Meeting held on June 30, 2025.
Under the Amended Existing LTIP, participants may receive additional restricted share awards and/or additional deferred payment rights (“DPR”) based on their role, level, business unit and the strategic objectives of the program. No additional stock options are offered under the Amended Existing LTIP. The additional restricted share awards are subject to a three-year vesting period covering the period from January 1, 2024 through December 31, 2026, being the expiration date of the Existing LTIP’s original five-year term.
The total potential payout under the deferred payment right component was increased by an additional USD
The Amended Existing LTIP further includes provisions governing the treatment of awards in the event of a delisting of the Company’s shares (other than as a result of a regulatory breach).
Additional restrictions include clawback provisions applicable for a two-year period from the vesting date of an award, triggered upon termination for misconduct, fraud, gross negligence or breaches of post-termination restrictive covenants.
The grant of additional restricted shares under the Amended Existing LTIP is subject to Codere Online having an effective Form S-8 registration statement on file with the U.S. Securities and Exchange Commission.
F-24
Codere Online Luxembourg, S.A. and subsidiaries.
SELECTED NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025 AND FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2025
(Thousands of Euros)
On the same date, November 7, 2024, the Board also approved a new long-term incentive plan (the “New LTIP”) as an additional retention mechanism for senior management and directors. The New LTIP was approved by shareholders at the Annual General Meeting held on June 30, 2025.
The New LTIP is a stock option plan covering the 2024–2028 period pursuant to which Codere Online may grant up to 2.6 million stock options to eligible participants. The legal grant date is defined as the date of shareholder approval in respect of awards relating to years 2024 and 2025, and January 1 of each year for awards relating to years 2026 through 2028.
Stock options are granted at market value on the grant date and vest over a four-year period in annual cliff installments. Notwithstanding this general vesting rule, awards relating to 2024 and 2025 are deemed to have commenced vesting on January 1, 2024 and January 1, 2025, respectively. Although the New LTIP is a five-year plan, its overall term extends through December 31, 2031 to allow full vesting of awards granted in the fifth year. Each stock option has a contractual life of ten years measured from January 1 of the year of grant.
Exercise of stock options is subject to Codere Online having an effective Form S-8 registration statement on file with the U.S. Securities and Exchange Commission.
The New LTIP also includes clawback provisions permitting recovery of awards for a two-year period following vesting. In certain cases, including for senior executive roles, clawback may also be triggered by voluntary resignation.
Both the approval of the Amended Existing LTIP and the approval of the New LTIP occurred after the reporting date and, accordingly, neither plan was effective as of June 30, 2025.
CFO Transition and Board Changes
On September 2, 2025, Codere Online announced that Oscar Iglesias, the Company’s former Chief Financial Officer, notified the Company of his decision to step down from his role for personal reasons, effective upon the earlier of the completion of an orderly transition to his successor or December 31, 2025.
In connection with the transition and as approved by shareholders in an extraordinary shareholders meeting held on December 1, 2025, the Board appointed Mr. Iglesias as member.
On November 17, 2025 Codere Online announced that Marcus Arildsson had been appointed as the new Chief Financial Officer, effective as of that date, succeeding Oscar Iglesias, who, as part of the previously announced transition, has been assisting with an orderly handover.
Appointment of A.G. Burnett as Chairman of the Compliance Committee
In the Board meeting held on June 30, 2025, A.G. Burnett was appointed as Chairman of the Compliance Committee, effective July 1, 2025. Rafael Catalá and Yaiza Rodríguez continue to serve as members.
Appointment of Gaëtan Dumont to the Board
In an extraordinary shareholders meeting held on December 9, 2025, Gaëtan Dumont was appointed to the Board with immediate effect.
F-25
Codere Online Luxembourg, S.A. and subsidiaries.
SELECTED NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025 AND FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2025
(Thousands of Euros)
Repurchases under the Share Buyback Plan
The Company had repurchased $
The plan had an authorized total investment of $
There were no additional events subsequent to the closing date which could have a significant effect on Codere Online’s Unaudited Interim Consolidated Financial Statements.
Financial Statements of Codere Online Luxembourg, S.A. and subsidiaries as of and for the six months ended June 30, 2025.
Madrid, December 18, 2025
| Marcus Arildsson | Amalia Lopez Castaño |
| Chief Financial Officer | Chief Accounting Officer |
F-26