6-K
Gambling.com Group Ltd (GAMB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of August 2025
(Commission File No. 001-40634)
Gambling.com Group Limited
(Translation of registrant’s name into English)
22 Grenville Street St. Helier, Jersey JE4 8PX, Channel Islands
(Address of registrant’s principal executive office)
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 ☐ |
|---|
EXPLANATORY NOTE
As previously disclosed, on January 1, 2025, Gambling.com Group Limited, a limited liability company organized under the laws of Jersey (the “Company” or “Gambling.com Group”), acquired Odds Holdings, Inc., a Delaware corporation (“Odds Holdings”), and its subsidiaries (the “Acquisition”). In connection with the Acquisition, Odds Holdings, Inc., as the surviving corporation in the merger, changed its name to GDC Odds Holdings, Inc. (“GDC Odds Holdings”).
In connection with the Acquisition, this Report on Form 6-K (this “Form 6-K”) includes (i) the audited consolidated financial statements of GDC Odds Holdings for the year ended December 31, 2024, which is filed as Exhibit 99.1 to this Form 6-K, and (ii) the unaudited pro forma condensed combined financial information for the year ended December 31, 2024 combining the historical financial information of the Company and GDC Odds Holdings, which is filed as Exhibit 99.2 to this Form 6-K.
The information contained in this Form 6-K, including Exhibits 99.1, 99.2 and 99.3, is hereby incorporated by reference into the Gambling.com Group Limited's registration statements on Forms F-3 (File Nos. 333-266888 and 333-272030) and Forms S-8 (File Nos. 333-258412, 333-262539, 333-270786, 333-278149, 333-278155 and 333-285963) (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
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, thereto duly authorized.
| Gambling.com Group Limited | |
|---|---|
| (Registrant) | |
| By: | /s/ Elias Mark |
| Name: | Elias Mark |
| Title: | Chief Financial Officer |
Date: August 14, 2025
3
Document
Exhibit 99.1
Odds Holdings, Inc.
Financial Statements
For the year ended December 31, 2024
INDEX TO FINANCIAL STATEMENTS
| Page | |
|---|---|
| Report of Independent Auditor | 2 |
| Consolidated Balance Sheet as of December 31, 2024 | 4 |
| Consolidated Statement of Operations for the Year Ended December 31, 2024 | 5 |
| Consolidated Statements of Changes in Shareholders'Deficitfor the Year Ended December 31, 2024 | 6 |
| Consolidated Statement of Cash Flows for the Year Ended December 31, 2024 | 7 |
| Notes to Consolidated Financial Statements | 8 |
Independent Auditor’s Report
The Board of Directors
Odds Holdings, Inc.
Delaware
United States of America
Opinion
We have audited the consolidated financial statements of Odds Holdings Inc and its subsidiaries (the Company), which comprise the consolidated balance sheet as of December 31, 2024, and the related consolidated statements of operations, changes in shareholders’ deficit, and cash flows for the year then ended, and the related notes to the consolidated financial statements.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are available to be issued.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.
In performing an audit in accordance with GAAS, we:
•Exercise professional judgment and maintain professional skepticism throughout the audit.
•Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such
procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
•Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.
•Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements.
•Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.
/s/ BDO LLP
BDO LLP
London, United Kingdom
August 14, 2025
ODDS HOLDINGS, INC.
Consolidated Balance Sheet
(USD in thousands)
| NOTE | As at December 31, 2024 | |
|---|---|---|
| ASSETS | ||
| Current assets | ||
| Cash and cash equivalents | 5 | 1,141 |
| Trade and other receivables | 6 | 953 |
| Other receivables from related parties | 10 | 1,673 |
| Other current assets | 7 | 127 |
| Total current assets | 3,894 | |
| Non-current assets | ||
| Deferred tax asset | 11 | 208 |
| Intangible assets | 8 | 354 |
| Total non-current assets | 562 | |
| Total assets | 4,456 | |
| LIABILITIES and SHAREHOLDERS' DEFICIT | ||
| Liabilities | ||
| Current liabilities | ||
| Trade payables and accrued liabilities | 9 | 893 |
| Payroll and other indirect tax liability | 9 | 2,521 |
| Deferred revenue | 3 | 2,802 |
| Income tax liability | 11 | 2,256 |
| Total liabilities | 8,472 | |
| Commitments and contingencies | 15 | |
| Shareholders' deficit | ||
| Common shares, no par value, 20,000,000 authorized, 16,641,913 issued and outstanding | 12 | — |
| Additional paid-in capital | 12 | 242 |
| Accumulated deficit | (4,258) | |
| Total shareholders' deficit | (4,016) | |
| Total liabilities and shareholders' deficit | 4,456 |
The accompanying notes are an integral part of these financial statements.
ODDS HOLDINGS, INC.
Consolidated Statements of Operations
(USD in thousands)
| Notes | Year Ended December 31, 2024 | |
|---|---|---|
| Revenue | 3 | 25,131 |
| Cost of revenue | (2,627) | |
| Gross profit | 22,504 | |
| Sales and marketing expenses | 4 | (5,313) |
| Technology expenses | 4 | (3,992) |
| General and administrative expenses | 4 | (5,334) |
| Expected credit losses | (67) | |
| Operating profit | 7,798 | |
| Finance income | 31 | |
| Finance expenses | (4) | |
| Income before income taxes and loss from investment in equity affiliate | 7,825 | |
| Income tax charge | 11 | (2,087) |
| Loss from investment in equity affiliate | (56) | |
| Net income | 5,682 |
The accompanying notes are an integral part of these financial statements.
ODDS HOLDINGS, INC.
Consolidated Statements of Changes In Shareholders' Deficit
(USD in thousands)
| Common shares | Additional paid-in capital | Accumulated deficit | Total shareholders' deficit | |
|---|---|---|---|---|
| Balance at January 1, 2024 | — | 120 | (1,666) | (1,546) |
| Stock-based compensation | — | 103 | — | 103 |
| Exercise of options | — | 19 | — | 19 |
| Dividends | — | — | (8,274) | (8,274) |
| Net income for the year | — | — | 5,682 | 5,682 |
| Balance at December 31, 2024 | — | 242 | (4,258) | (4,016) |
The accompanying notes are an integral part of these financial statements.
ODDS HOLDINGS, INC
Consolidated Statement of Cash Flows
(USD in thousands)
| Year Ended December 31, 2024 | |
|---|---|
| Operating activities | |
| Net income | 5,682 |
| Adjustments to reconcile net income to net cash provided by operating activities: | |
| Amortization | 27 |
| Movement in credit loss allowances and write offs | 67 |
| Deferred income taxes | (12) |
| Stock-based compensation | 103 |
| Loss on investment in equity affiliate | 56 |
| Changes in current assets and current liabilities | |
| Trade and other receivables | (2,183) |
| Trade and other payables | 2,400 |
| Income taxes | 2,099 |
| Deferred revenue | 899 |
| Net cash provided by operating activities | 9,138 |
| Investing activities | |
| Investment in equity affiliate | (56) |
| Acquisition of intangible assets | (26) |
| Net cash used in investing activities | (82) |
| Financing activities | |
| Exercise of options | 19 |
| Dividends paid | (8,274) |
| Net cash used in financing activities | (8,255) |
| Net movement in cash and cash equivalents | 801 |
| Cash and cash equivalents at the beginning of the year | 340 |
| Cash and cash equivalents at the end of the year | 1,141 |
| Supplemental cash flow information: | |
| Interest paid | 4 |
| Income tax paid | 5 |
The accompanying notes are an integral part of these financial statements.
Odds Holdings, Inc.
Notes to Consolidated Financial Statements
(USD in thousands, except share and per-share amounts)
NOTE 1. ORGANIZATION AND BUSINESS OPERATIONS
Odds Holdings, Inc. is a private company incorporated in Delaware, USA. The registered address is 108 Lakeland Avenue, Dover, Kent, 19901, USA. The holding Company was incorporated in November 2023.
OddsJam, Inc., a 100% subsidiary of Odds Holdings, Inc., was incorporated in April 2021 in Delaware, USA and has a registered office is 651 N Broad St, Suite 206, Middletown, New Castle, 19709, USA.
OpticOdds, Inc., a 100% subsidiary of Odds Holdings, Inc., was incorporated in September 2023 in Delaware, USA and has a registered office is 651 N Broad St, Suite 206, Middletown, New Castle, 19709, USA.
Odds Holdings, Inc. and its wholly owned subsidiaries (collectively, the "Company") are fast growing providers in the odds comparison and betting tools market. It delivers real time betting odds information to users via a consumer-facing website and app. The principal focus is sports betting and fantasy sports.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC").
Principles of Consolidation
The accompanying consolidated financial statements include the financial statements of Odds Holdings, Inc. and its wholly owned subsidiaries: OddsJam, Inc., and OpticOdds, Inc.. All intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Estimates are based upon historical factors, current circumstances and the experience and judgment of management. Management evaluates its assumptions and estimates on an ongoing basis. Actual results could differ from those estimates.
The critical accounting estimates and judgments that the Company believes to have the most significant impact on the financial statements are business combination accounting, fair value of stock-based compensation and income tax. Details on accounting basis and estimates used are described below in the dedicated paragraphs.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
Allowance for Uncollectible Accounts
The Company provides an allowance for estimated losses on uncollectible accounts receivable. The allowance is based upon the Company's historical credit loss experience, adjusted for forward-looking factors specific to its the debtors and economic environment. If amounts become uncollectible, they will be charged to operations when that determination is made. The allowance for uncollectible accounts was $23 as of December 31, 2024.
Intangible assets
An intangible asset is recognized if it is probable that the expected future economic benefits that are attributable to the asset will flow to the Company and the cost of the asset can be measured reliably. Intangible assets are initially measured at cost. The cost comprises its purchase price and any directly attributable cost of preparing the asset for its intended use.
Intangible assets other than goodwill
Intangible assets are amortized straight-line over the estimated useful life of 5 years.
The Company reviews its intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an intangible asset may not be recoverable. The intangible asset would be impaired if the carrying amount of the intangible asset exceeded its undiscounted future net cash flows. If, and when an impairment is determined, the actual impairment recognized is the difference between the carrying amount and the fair value as estimated using one of the following approaches: income, cost and/or market. In the event of an impairment, a loss is recorded in the Consolidated Statements of Operations based on the amount by which the carrying amount exceeds the fair value of the long-lived asset or asset group. As of December 31, 2024, the Company did not incur any impairment charges related to intangible assets based on the Company's impairment analysis.
Assets which are to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Fair value, using the income approach, is determined primarily using a discounted cash flow model that uses the estimated cash flows associated with the asset or asset group under review, discounted at a rate commensurate with the risk involved. Fair value, utilizing the cost approach, is determined based on the replacement cost of the asset reduced for, among other things, depreciation and obsolescence. Fair value, utilizing the market approach, benchmarks the fair value against the carrying amount.
Goodwill
Goodwill represents the excess purchase price over the estimated fair value of the net assets acquired in a business combination. The Company may elect to perform a qualitative assessment when it is more likely than not that the fair value of a reporting unit is higher than its carrying value. If the Company determines that it is more likely than not that the fair value is less than the carrying value, a quantitative goodwill impairment test is performed to determine the fair value of the reporting unit. The fair value of a reporting unit is determined using either the income approach utilizing estimates of discounted future cash flows or the market approach utilizing recent transaction activity for comparable properties. These approaches are considered Level 3 fair value measurements. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. As of December 31, 2024, the Company did not incur any impairment charges related to goodwill based on the Company's impairment analysis.
Revenue Recognition
Subscription
The Company generates revenue primarily from data subscriptions and content syndication whereby a customer subscribes to these services over a period of time. We consider each subscription to be a separate performance obligation. We satisfy our performance obligation, and revenue from these services is recognized, on a straight-line basis over the subscription period. The Company records deferred revenue upon execution of subscriptions when the subscription plan requires upfront payment.
Adjustments to gross subscription revenue may arise due to customer refunds and payment chargebacks either at the time of sale or retroactively. These adjustments are accounted for in the same period in which the revenue is recognized. The Company only offers the right for refund to customers that were charged after subscription trial ending. The request for cancellation and refund after subscription trial ending should be done within 12 hours after customer's account has been charged.
The Company estimates expected refunds based on historical data. These estimates are updated and provided at each reporting date. A refund liability is recorded for the amount expected to be refunded, with a corresponding reduction in revenue.
Performance marketing
The Company generates a portion of its revenue from commissions derived from referrals of online gamblers to online gambling operators. Depending on the customer, commission revenue may be earned in the form of ongoing revenue-share fees, one-time fee for each acquired player or both, which is referred to as hybrid.
Within performance marketing, we consider each referred player to be a separate performance obligation. The performance obligation is satisfied at the point in time when the referral is accepted by the relevant online gambling operator. Revenue share fees for each referred player are considered variable consideration and are only recognized to the extent it is probable that no significant reversal of cumulative revenue recognized for the referral will occur when the ultimate fees are known.
Sales Taxes Collected from Customers
The Company elected to exclude from the transaction price all amounts collected from customers for sales taxes. These taxes are assessed by a governmental authority and imposed on and concurrent with a specific revenue-producing transaction. As such, the Company presents sales taxes collected as a liability until they are remitted to the relevant tax authority.
Accordingly, revenue is recognized net of any sales tax or similar amounts collected from customers and remitted to taxing authorities.
Cost of Revenue
Cost of revenue are costs considered directly attributable to the generation of revenue and include, in relation to the generation of performance marketing revenue, fees incurred as part of agreements with media partners and, in relation to the generation of subscription revenue, payment processing fees and hosting fees. Such expenses are recognized as incurred.
Stock-based compensation
The Company records stock-based compensation awards exchanged for employee services at fair value on the date of the grant and expenses the awards in the Consolidated Statements of Operations over the requisite employee service period on a straight-line basis. The Company utilizes the Black Scholes Model to estimate grant date fair value. The Company recognizes forfeitures as they occur.
Income Taxes
The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. For the year ended December 31, 2024, no valuation allowance against the deferred tax assets is applicable.
ASC 740, “Income Taxes” (“ASC 740”) clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Business Combination
The Company is required to allocate the fair value of purchase consideration to the assets acquired, liabilities assumed based on their estimated fair values as of the acquisition date. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill based on the expected benefit from the business combination. Allocation of purchase consideration to identifiable assets and liabilities affects the amortization expense, as acquired finite-lived intangible assets are amortized over the useful life, whereas any indefinite-lived intangible assets, including goodwill, are not amortized. During the measurement period, which is not to exceed one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to the statement of operations. Acquisition-related expenses are recognized separately from business combinations and are expensed as incurred. No adjustments were recorded in 2024 related to the business combination that was completed in 2023.
Concentration of Credit Risk
Credit risk is the financial loss if a customer or counterparty to financial instruments fails to meet its contractual obligations. Credit risk arises from our cash, cash equivalents and trade receivables. The concentration of our credit risk is considered by counterparty and geography. The Company gives a careful consideration to which organizations the Company uses for banking services in an effort to minimize credit risk.
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
The Company uses forward-looking information in our analysis of expected credit losses for all instruments, which is limited to the carry value of cash and cash equivalents and trade receivables and other balances. Management considers the above measures to be sufficient to control the credit risk exposure
Fair Value of Financial Instruments
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use unobservable inputs used in order to value the assets and liabilities.
Financial instruments measured at fair value in the consolidated balance sheet are grouped into three levels of hierarchy. This grouping is determined based on the lowest level of significant inputs used in fair value measurement, as follows:
Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.
As of December 31, 2024, all financial instruments are considered Level 1. The Company had no Level 2 and Level 3 financial instruments.
Commitments and Contingencies
In the normal course of business, the Company is subject to claims, lawsuits, investigations and other legal proceedings.
The Company records a liability for such matters when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. If a loss contingency is not both probable and estimable, but is reasonably possible, the Company discloses the nature of the contingency and an estimate of the possible loss or range of loss, if such an estimate can be made.
The Company regularly evaluates the status of existing legal proceedings and consults with legal counsel to assess potential outcomes and estimates of loss.
As of December 31, 2024, there were no legal proceedings considered as probable. Refer to Note 15.
Recent Accounting Standards
Joint Ventures. On August 23, 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2023-05, Business Combinations—Joint Venture Formations (Subtopic 805 - 60) (“ASU 2023-05”), which requires an entity that qualifies as either a joint venture or a corporate joint venture as defined in the FASB Accounting Standards Codification (ASC) master glossary to apply a new basis of accounting upon the formation of the joint venture. This standard will be effective for all joint venture formations with a formation date on or after January 1, 2025. A joint venture that was formed before January 1, 2025 may elect to apply the amendments retrospectively if it has sufficient information. Early adoption is permitted in any interim or annual period in which financial statements have not yet been issued or made available for issuance. We plan to adopt the standard, if applicable, and we expect the adoption of the standard will not have a material impact on our disclosures.
Crypto Assets. On December 13, 2023, the FASB issued ASU 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets, which enhances the transparency and comparability of financial statements, allowing users to better assess the value of crypto assets and the risks associated with them. This standard will be effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. We plan to adopt the standard, if applicable, and we expect the adoption of the standard will not have a material impact on our disclosures.
Income Taxes. On December 14, 2023, the FASB issued ASU 2023-9, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which will enhance income tax disclosures. ASU 2023-09 requires among other items disaggregated information in a reporting entity’s rate reconciliation table, clarification on uncertain tax positions and the related financial statement impact as well as information on income taxes paid on a disaggregated basis. This standard will be effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. We plan to adopt the standard, if applicable, and we expect the adoption of the standard will not have a material impact on our disclosures.
NOTE 3. REVENUE AND COST OF REVENUE
Revenue
The Company generates its revenue mainly from sports betting subscriptions, content syndication and performance marketing affiliate fees. Its revenue is predominantly generated from the North American market.
The Company presents disaggregated revenue by monetization type as follows:
| Year ended December 31, 2024 | |
|---|---|
| Subscription (i) | 23,606 |
| Performance marketing | 1,497 |
| Other | 28 |
| Total revenues | 25,131 |
(i) The amount of subscription and content is net of refund and rebates amounts to the customers during the year ended December 31, 2024 for the amount of $1,667.
Contract balances
| As at December 31, 2024 | |
|---|---|
| Deferred revenue | 2,802 |
The deferred revenue primarily relate to the advances received from customers for subscriptions purchased for the OddsJam.com and OpticOdds.com websites, for which revenue is recognized over time. It is expected that deferred revenue will be recognized as revenue over the next year.
The amount of $1,902 included in deferred revenue at January 1, 2024 has been recognized as revenue in 2024.
NOTE 4. OPERATING EXPENSES
Sales and marketing expenses
| Year ended December 31, | |
|---|---|
| 2024 | |
| People costs | 3,008 |
| External marketing expenses | 1,994 |
| Share based payment expense | 38 |
| Amortization of intangible assets | 20 |
| Other | 253 |
| Total sales and marketing expenses | 5,313 |
Technology expenses
| Year ended December 31, | |
|---|---|
| 2024 | |
| People costs | 2,304 |
| Software and subscriptions | 1,629 |
| Share based payment expense | 32 |
| Amortization of intangible assets | 7 |
| Other | 20 |
| Total technology expenses | 3,992 |
General and administrative expenses
| Year ended December 31, | |
|---|---|
| 2024 | |
| People costs (1) | 4,167 |
| Professional fees | 415 |
| Consultancy fees | 289 |
| Entertainment and travelling expenses | 243 |
| Office costs | 157 |
| Share based payment expense | 33 |
| Other | 30 |
| Total general and administrative expenses | 5,334 |
(1) People costs include remuneration paid to the founders and executives of $3,577 during the year ended December 31, 2024.
NOTE 5. CASH AND CASH EQUIVALENTS
Cash and cash equivalents include deposits held at banks. Due to their short-term nature, cash and cash equivalents are not measured at fair value because the carrying amount approximates the fair value.
Cash and cash equivalents comprise the following:
| As at December 31, 2024 | |
|---|---|
| Cash at bank | 1,141 |
NOTE 6. TRADE AND OTHER RECEIVABLES
| As at December 31, 2024 | |
|---|---|
| Current | |
| Trade receivables, net (i) | 790 |
| Prepayments | 86 |
| Deposits | 21 |
| Other receivables | 56 |
| 953 |
The following is a summary of trade receivables, net as of year ended December 31, 2024.
| As at December 31, 2024 | |
|---|---|
| Trade receivables, gross | 813 |
| Credit loss allowance | (23) |
| 790 |
(i) Trade receivables are unsecured, interest-free and usually settled within 30 days.
NOTE 7. OTHER CURRENT ASSETS
Other current assets include cryptocurrency with a carrying amount of $127 as at year-ended December 31, 2024. During the year, the Company began accepting cryptocurrency payments in response to the needs of a small group of B2B customers with limited access to traditional banking infrastructure. As of year-end, the cryptocurrency balance sits in USD-tether, a crypto pegged to USD. Subsequent to year-end, the balance has been converted into USD for the same amount of $127 and sent to one of the Company's bank account.
NOTE 8. INTANGIBLE ASSETS
| Goodwill | Marketing and customer related assets | Other intangibles | Total | |
|---|---|---|---|---|
| Net book amount as of January 1, 2024 | 201 | 117 | 13 | 331 |
| Additions | — | — | 50 | 50 |
| Amortization charge | — | (20) | (7) | (27) |
| Net book amount as of December 31, 2024 | 201 | 97 | 56 | 354 |
| Cost | 201 | 127 | 65 | 393 |
| Accumulated amortization | — | (30) | (9) | (39) |
| Net book amount as of December 31, 2024 | 201 | 97 | 56 | 354 |
All marketing and customer related assets and other intangibles are expected to be fully amortized in the next five fiscal years.
NOTE 9. TRADE AND OTHER PAYABLES
| As at December 31, 2024 | |
|---|---|
| Trade Payable and Accrued liabilities, current | |
| Trade payables (i) | 635 |
| Accruals | 107 |
| Amounts due to related parties (Note 10) | 57 |
| Other payables | 94 |
| 893 |
(i) Trade payables balance is unsecured, interest-free and payable within 30 days.
| As at December 31, 2024 | |
|---|---|
| Payroll and other indirect tax liability | |
| Payroll tax (ii) | 1,608 |
| Sales tax provision | 792 |
| Other indirect tax | 121 |
| 2,521 |
(ii) The balance was settled subsequent to year end.
NOTE 10. RELATED PARTIES
The Company’s related parties include its executive officers, directors and significant shareholders.
During the year ended December 31, 2024, there were no related party transactions other than the below:
| As at December 31, | |
|---|---|
| 2024 | |
| Salaries paid | 3,369 |
| Dividends paid | 8,274 |
As of December 31, 2024, the Company had the following balances due to related parties:
| As at December 31, | |
|---|---|
| 2024 | |
| Amounts due from related parties (i) | 1,673 |
| Amounts due to related parties | 57 |
(i) Amounts due from related parties are mainly in relation to short term receivables arising on transactions with directors - Alexander Monahan and Ankit Goyal amounting to $769 and $891 respectively.
(ii) There were no loans, guarantees, or other transactions with directors or key management personnel during the year.
NOTE 11. INCOME TAX
| Year ended December 31, | |
|---|---|
| 2024 | |
| Current tax expense | 2,099 |
| Deferred tax benefit | (12) |
| 2,087 |
The statutory income tax rate is 21%. A reconciliation of the statutory income tax to the effective income tax is as follows:
| Year ended December 31 | |
|---|---|
| 2024 | |
| Income before tax | 7,825 |
| Statutory tax at 21% | 1,643 |
| Tax effects of: | |
| State Taxes (net) | 394 |
| Disallowed expenses | 58 |
| Other | (8) |
| Tax expense | 2,087 |
For the year ended December 31, 2024, income tax relates to income generated from U.S. operations. Current tax expense attributable to income from continuing operations consists of:
| Year ended December 31 | |
|---|---|
| 2024 | |
| U.S. federal | 1,593 |
| State and local | 506 |
| 2,099 |
Current tax liability attributable to income from continuing operations consists of:
| As at December 31, 2024 | |
|---|---|
| U.S. federal | 1,730 |
| State and local | 526 |
| 2,256 |
As at December 31, 2024 the income tax balance of $2,256 was fully payable. Income tax of $1,746 was settled in cash subsequent to year end.
As at January 1, 2025 and pre acquisition of the Company by Gambling.com Group PLC, the Company became eligible to gross tax allowance of $6,981. The allowances comprised of $6,099 from vested and exercised share options ahead of change of control and $882 bankers' success fees.
The 2021 -2024 fiscal years are open for tax audit.
For the year ended December 31, 2024, the components of the Company's deferred tax credit are as follows:
| Year ended December 31 | |
|---|---|
| 2024 | |
| Federal deferred | 10 |
| State deferred | 2 |
| 12 |
Deferred tax asset consists of:
| As at December 31, 2024 | |
|---|---|
| U.S. federal | 169 |
| State and local | 39 |
| 208 |
The change in the deferred income tax account is as follows:
| Year ended December 31 | |
|---|---|
| 2024 | |
| Deferred tax assets as at beginning of the period | 196 |
| Credited to the statement of operations | 12 |
| Deferred tax assets as at end of the period | 208 |
NOTE 12. COMMON SHARES
Common shares authorized by the Company amount to 20,000,000 shares and have no par value. The following table outlines common share activity for the year ended December 31, 2024:
| Number of shares | |
|---|---|
| Issued and outstanding ordinary shares | |
| As of January 1, 2024 | 16,481,565 |
| Issue of ordinary shares in exchange of share options exercised | 160,348 |
| As of December 31, 2024 | 16,641,913 |
Additional paid-in capital
As of December 31, 2024, additional paid-in capital has a balance of $242 primarily resulting from stock-based compensation activities during the year (Note 13).
NOTE 13. STOCK BASED COMPENSATION
The company may, from time to time, grant stock options to certain eligible employees and officers. Generally, such options are granted with a condition of continuous employment during the vesting period. The vesting period is between 2 years and 6 years.
Share options can be in the form of incentive stock options and non-statutory stock options. No amounts are paid or payable by the recipient upon receipt of the option. The options carry neither the right to dividends nor voting rights. Options may be exercised at any time after the vesting date(s) up to the date of their expiration.
Share options activity during 2024 is as follows:
| Number of shares | Weighted-average exercise price | Weighted- average remaining contractual terms (years) | Intrinsic value (in thousands) | |
|---|---|---|---|---|
| Outstanding at January 1, 2024 | 3,311,673 | 0.14 | 8.70 | 1,640 |
| Granted | 218,098 | 0.48 | ||
| Exercised | (172,154) | 0.13 | ||
| Forfeited | (196,660) | 0.20 | ||
| Cancelled | (234,602) | 0.20 | ||
| Expired | (3,333) | 0.20 | ||
| Outstanding at December 31, 2024 | 2,923,022 | 0.15 | 7.72 | 15,767 |
| Exercisable at December 31, 2024 | 1,863,525 | 0.11 | 7.52 | 10,134 |
The weighted average grant-date fair value of options granted during the year 2024 was $0.48.
The fair value of each stock option granted for the year ended December 31, 2024, was estimated using the Black Scholes method with the following assumptions:
| Risk free interest rate | 4.3 |
|---|---|
| Volatility (i) | 70.0 |
| Expected term | 5 years |
| Exercise price , range (ii) | 0.43 - 0.85 |
All values are in US Dollars.
(i) Volatility rate is based on the industry comparable.
(ii) The share price was determined using the market approach.
At December 31, 2024 there was $313 of total unrecognized compensation cost related to unvested stock options granted under the plan which was expected to be recognized over a weighted-average period of 2.73 years.
As disclosed in Note 16, the company was acquired on 1 January 2025 by Gambilng.com Limited and as part of that transaction the vested share options were settled.
NOTE 14. ACCUMULATED DEFICIT
As of December 31, 2024, outstanding accumulated deficit amounted to $4,258 which is the result of prior and current periods' results and the dividend distributed during the year.
For the year ended December 31, 2024, the Board of Directors declared a dividend of total amount $8,274 which was paid in cash.
NOTE 15. COMMITMENTS AND CONTINGENCIES
On December 27, 2024, Swish Analytics, Inc. (“Swish”) initiated a civil action in the Superior Court of the State
of California (the “Court”) against subsidiaries of the Company; OddsJam, Inc. and OpticOdds, Inc., alleging misappropriation of proprietary odds information, restitution/unjust enrichment and unfair competition. Swish is seeking injunctive relief, restitution and monetary damages. The Company is unable to reasonably estimate any potential outcome of this matter. The Company believes these claims are entirely without merit and intends to vigorously defend such allegations.
NOTE 16. SUBSEQUENT EVENT
On January 1, 2025, 100% of shares of the Company were acquired by Gambling.com Group Limited ("GDC"). The name of the corporation surviving the merger is GDC Odds Holdings, Inc. The Odds Holdings shareholders received an initial merger consideration of (i) $70,000 in cash (net of holdbacks and sellers transaction expenses paid, and being subject to adjustments for cash, working capital and indebtedness, among other factors) and (ii) 708,178 GDC ordinary shares. The shareholders of Odds Holdings may benefit from an additional payment of up to a maximum of $60,000 based on their 2025 financial performance, such as an EBITDA target, and a further potential payment of up to $80,000 less the 2025 performance amount based on their 2026 financial performance. If the 2025 performance amount is less than $40,000 then it is to be paid in full by April 1, 2026. If the 2025 performance amount exceeds $40,000 then $40,000 is to be paid by April 1, 2026 and the remainder is to be paid by April 1, 2027. The 2026 performance amount shall be paid in full by April 1, 2027. GDC has the option to pay up to 50% of each of the earnout payments in GDC ordinary shares.
Subsequently to the year end, GDC Odds Holdings, OddsJam, Inc. and OpticOdds, Inc. became guarantors for the syndicated credit facility provided to GDC America Inc, GDC Media Limited and Rotowire Inc for total of $165,000.
19
Document
Exhibit 99.2
Unaudited Pro Forma Condensed Combined Financial Information of Gambling.com Group Limited for the year ended December 31, 2024
(USD in thousands)
Introduction
The following unaudited pro forma condensed combined financial information of the combined company is presented to illustrate the acquisition of Odds Holdings, Inc. by Gambling.com Group Limited (the "Company", the "Group" or "GDC").
Acquisition of Odds Holdings, Inc.
On January 1, 2025, the Company completed its acquisition (the “OddsJam Acquisition”) of 100% of the outstanding shares of Odds Holdings, Inc., a Delaware corporation (“Odds Holdings”), the operator of OddsJam.com and OpticOdds.com. The OddsJam Acquisition was consummated pursuant to an Agreement and Plan of Merger dated December 12, 2024 (the “OddsJam Merger Agreement”), by and among the Company, Odyssey Merger Corp., a Delaware corporation and wholly-owned indirect subsidiary of the Company (“Merger Sub”), Odds Holdings, and Shareholder Representative Services LLC, solely in its capacity as representative of the shareholders of Odds Holdings (the “OH Shareholders”). Merger Sub was merged with and into Odds Holdings, with Odds Holdings surviving as our indirect wholly owned subsidiary. In connection with the OddsJam Acquisition, Odds Holdings changed its name to GDC Odds Holdings, Inc., and following the closing operates as a wholly-owned subsidiary of GDC America, Inc.
The principal reason for this acquisition was to accelerate the U.S. expansion.
The OH Shareholders received initial merger consideration of (i) $64,773 in cash (net of escrow amounts and adjustments for working capital and indebtedness, among other things) and (ii) 708,178 ordinary shares of the Company. The OH Shareholders may benefit from an additional payment of up to a maximum of $60,000 payable based on Odds Holdings’ growth in contribution in fiscal 2025, and a further potential additional payment of up to $80,000 less the 2025 performance amount payable based on Odds Holdings’ achieving a growth target in fiscal 2026. In no event is the Company obligated to pay the OH Shareholders more than $80,000 in additional payments in the aggregate for the 2025 and 2026 earn out periods. If the 2025 performance amount is less than $40,000 then it is to be paid in full by April 1, 2026. If the 2025 performance amount exceeds $40,000 then $40,000 is to be paid by April 1, 2026 and the remainder is to be paid by April 1, 2027. The 2026 performance amount shall be paid in full by April 1, 2027. The Company has the option to pay up to 50% of each of the additional payments in ordinary shares.
Effective January 1, 2025, the Company and its wholly owned subsidiaries, GDC Media Limited, GDC America, Inc., and Roto Sports, Inc. (the "Borrowers") entered into an Amended and Restated credit agreement (the "Wells Fargo Amended and Restated Credit Agreement") with Wells Fargo, as lender, which amended the Original Wells Fargo Credit Agreement, to increase the term loan commitments to $75,000 and add Odds Holdings, Inc., OddsJam, Inc., and Optic Odds, Inc. as guarantors. See the Company's annual financial statements on Form 20-F for the year ended December 31, 2024 as filed with the Securities and Exchange Commission on March 20, 2025 for a complete discussion of the Wells Fargo credit facility.
Prior to the acquisition, Odds Holdings granted options to certain employees which would have vested in the ordinary course after the acquisition closing date but on or prior to December 31, 2026. These employees are eligible for a transaction bonus, provided that they remain in employment until January 1, 2027. Such costs being accrued for post-combination on a straight-line basis until the end of the service period.
During the three and six months ended June 30, 2025, the Group incurred acquisition-related costs of $378 and $703 on legal and consulting fees, which were included in general and administrative expenses. During the year ended December 31, 2024, $1,942 was expensed.
In connection with the OddsJam Acquisition, certain acquired assets were transferred to other Group subsidiaries.
Since January 1, 2025, revenue associated with the acquisition amounted to $16,992. It is impracticable for the Company to present the profit or loss of the acquired business because of shared operating costs that are incurred and managed on a group-wide basis that are not allocated to the acquiree.
Under the preliminary purchase price accounting, the Company recognized goodwill of $57,709 which is calculated as the excess of both the consideration paid and liabilities assumed as compared to the fair value of the identifiable assets acquired and represents synergies from combining Gambling.com and OddsJam operations. Goodwill is not expected to be deductible for tax purposes. The fair value of the ordinary shares issued as part of the OddsJam Acquisition reflected the closing share price as of January 1, 2025. The values assigned to the assets acquired and liabilities assumed are based on their estimates of fair value available as of January 1, 2025 as calculated by a third-party valuation firm. The Company expects to complete the final purchase price allocation prior to December 31, 2025.
The fair value of the contingent consideration as of January 1, 2025 utilized the following assumptions as part of the option approach methodology: (i) probability of obtaining the financial conditions ranging from 29%-51%, (ii) discount rates ranging from 7.58%-7.72%, (iii) volatility of 62.2% as applied to forecasted performance conditions and (iv) Market Price of Risk Adjustment for EBITDA ranging from 13.1%-14%.
The fair value of the contingent consideration as of June 30, 2025 utilized the following assumptions as part of the option approach methodology: (i) probability of obtaining the financial conditions ranging from 20% - 59%, (ii) discount rate of 9.58%, (iii) volatility of 59% as applied to forecasted performance conditions and (iv) Market Price of Risk Adjustment for EBITDA ranging from 13.3% - 14.2%.
At the end of each reporting period, the Company will remeasure the fair value of the OddsJam Acquisition contingent consideration. During the three and six months ended June 30, 2025, fair value loss on contingent consideration for the OddsJam Acquisition amounted to $21,159 and $21,632, respectively, and resulted in total contingent consideration balance of $45,162 as of June 30, 2025, out of which $37,205 was the current portion and $7,957 was the non-current portion of the contingent consideration balances, respectively. The Group expects to incur gains or losses related to change in the fair value of the contingent consideration until December 2026.
Pro Forma Information
The accompanying unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of SEC Regulation S-X and the acquisition method of accounting under the provisions of International Financial Reporting Standards 3 Business Combinations ("IFRS 3"), on the basis of GDC as the accounting acquirer and Odds Holdings as the accounting acquiree. The historical consolidated financial information in the unaudited pro forma condensed combined financial information has been adjusted to give effect to pro forma events described above.
The unaudited pro forma financial information is not necessarily indicative of what the combined company’s income statement actually would have been had the business combination been completed on January 1, 2024, nor do they purport to project the future operating results of the combined company. The actual results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The pro forma financial information is presented for illustrative purposes only and does not reflect the costs of any integration activities or cost savings or synergies that may be achieved as a result of the business combination.
The following unaudited pro forma condensed combined income statement for the year ended December 31, 2024 present the pro forma effect of the business combination as if it has been completed on January 1, 2024. The unaudited pro forma condensed combined financial information does not include an unaudited pro forma condensed combined balance sheet as of December 31, 2024 as the business combination is already reflected in GDC's historical unaudited condensed combined consolidated statement of financial position as of June 30, 2025 as furnished on Form 6-K with the U.S. Securities and Exchange Commission on August 14, 2025.
The unaudited pro forma condensed combined financial information was derived from and should be read in conjunction with the following historical financial statements and the accompanying notes:
•The historical audited financial statements of GDC for the year ended December 31, 2024 as filed on Form 20-F with the U.S. Securities and Exchange Commission on March 20, 2025 and
•The historical audited consolidated financial statements of Odds Holdings for the year ended December 31, 2024, Exhibit 99.1 of this Form 6-K.
The historical audited financial statements of GDC and Odds Holdings do not include any intercompany transactions between the two entities.
The unaudited pro forma condensed combined financial information contains adjustments, based upon available information and certain assumptions that we believe are reasonable under the circumstances. The assumptions underlying the unaudited pro forma adjustments are described in greater detail in the accompanying notes to the unaudited pro forma combined financial information. In many cases, these assumptions were based on preliminary information and estimates.
GAMBLING.COM GROUP LIMITED
Unaudited Pro Forma Condensed Combined Income Statement
(USD in thousands, except per share amounts)
| GDC Historical | Odds Holdings Historical | Transaction Accounting Adjustments | Notes | Other Transaction Adjustments | Notes | Pro Forma Combined | |
|---|---|---|---|---|---|---|---|
| Revenue | 127,182 | 25,131 | (1,300) | a.i | — | 151,013 | |
| Cost of sales | (7,536) | (2,627) | — | — | (10,163) | ||
| Gross profit | 119,646 | 22,504 | (1,300) | — | 140,850 | ||
| Sales and marketing expenses | (41,897) | (5,313) | (4,964) | a.ii<br>a.iii | — | (52,174) | |
| Technology expenses | (13,949) | (3,992) | (3,533) | a.ii<br>a.iii | — | (21,474) | |
| General and administrative expenses | (27,645) | (5,334) | (983) | a.iii<br>a.iv | — | (33,962) | |
| Movements in credit losses allowance and write-offs | (480) | (67) | — | — | (547) | ||
| Operating profit | 35,675 | 7,798 | (10,780) | — | 32,693 | ||
| Finance income | 1,570 | 31 | — | — | 1,601 | ||
| Finance expenses | (3,095) | (4) | — | (5,968) | b.i | (9,067) | |
| Income before income taxes and loss from investment in equity affiliate | 34,150 | 7,825 | (10,780) | (5,968) | 25,227 | ||
| Income tax charge | (3,471) | (2,087) | 2,548 | a.v | 842 | b.ii | (2,168) |
| Loss from investment in equity affiliate | — | (56) | — | — | (56) | ||
| Net income for the period attributable to shareholders | 30,679 | 5,682 | (8,232) | (5,126) | 23,003 | ||
| Income per share: | |||||||
| Basic | 0.85 | 0.63 | |||||
| Diluted | 0.84 | 0.62 | |||||
| Weighted average common shares outstanding: | |||||||
| Basic | 36,034,115 | 708,178 | a.vi | 36,742,293 | |||
| Diluted | 36,337,349 | 708,178 | a.vi | 37,045,527 |
GAMBLING.COM GROUP LIMITED
Notes to the Unaudited Pro Forma Condensed Combined Income Statement
(USD in thousands)
Note 1. Basis of presentation
The unaudited pro forma condensed combined income statement have been prepared in accordance with Article 11 of Regulation S-X and assuming the business combination is accounted for using the acquisition method of accounting with GDC as the accounting acquirer. Under the acquisition method of accounting, the assets and liabilities of Odds Holdings are recorded at their fair values measured as of the acquisition date. The excess of the purchase price over the estimated fair values of the net assets acquired, if applicable, is recorded as goodwill. The acquisition method of accounting is based on IFRS 3 and uses the fair value concepts defined therein. In general, IFRS 3 requires, among other things, that assets acquired, and liabilities assumed be recognized at their fair values as of the acquisition date by GDC, as the accounting acquirer.
GDC is required to allocate the acquisition cost of entities and activities through business combinations on the basis of the fair value of the acquired assets and assumed liabilities. GDC uses external valuations to determine the fair value. The valuations include management estimates and assumptions as to future cash flow projections from the acquired business and selection of models to compute the fair value of the acquired assets and their depreciation period. Estimates made by management influence the amounts of the acquired assets and assumed liabilities and the depreciation and amortization of acquired assets in profit or loss.
IFRS 3 defines fair value, establishes a framework for measuring fair value, and sets forth a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to develop the fair value measurements. Fair value is defined in IFRS 3 as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” This is an exit price concept for the valuation of the asset or liability. In addition, market participants are assumed to be buyers and sellers in the principal (or the most advantageous) market for the asset or liability. Fair value measurements for a non-financial asset assume the highest and best use by these market participants. Many of these fair value measurements can be highly subjective, and it is possible that other professionals applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts.
The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. GDC believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.
Conversion from U.S. GAAP to IFRS
GDC’s consolidated financial statements were prepared in accordance with IFRS as issued by the IASB. The unaudited pro forma condensed combined financial information has been prepared using GDC’s significant accounting policies as set forth in its audited consolidated financial statements for the fiscal year ended December 31, 2024. Odds Holdings’ consolidated financial statements were prepared in accordance with United States Generally Accepted Accounting Principles (U.S. GAAP). The accounting policies of Odds Holdings are materially consistent with GDC’s accounting policies, as such, no material adjustments have been recorded during the process of converting Odds Holdings from U.S. GAAP to IFRS.
Note 2. Preliminary purchase price allocation
The pro forma adjustments to the Unaudited Pro Forma Condensed Combined Financial Information are preliminary. The adjustment amounts are estimates of the fair value and useful lives of the assets acquired and liabilities assumed as of December 31, 2024. These adjustments have been prepared to illustrate the estimated effect of the transaction. The allocation is dependent upon certain valuation and other studies that have not yet
been completed. Accordingly, the preliminary purchase price allocation and related adjustments reflected are subject to further adjustment as additional information becomes available and as additional analyses and final valuations are completed.
The following table shows the preliminary allocation of the purchase price for Odds Holdings to the acquired identifiable assets, liabilities assumed and pro forma goodwill (USD thousands):
| Purchase price consideration: | |
|---|---|
| Cash paid | 64,773 |
| Common shares issued, at fair value | 9,971 |
| Contingent and deferred consideration, at fair value | 23,761 |
| Total acquisition consideration | 98,505 |
| Assets acquired: | |
| Cash and cash equivalents | 1,141 |
| Trade and other receivables | 1,019 |
| Domain names and related websites | 8,200 |
| Customer base | 26,100 |
| Acquired technology and Software | 23,500 |
| Deferred tax | 1,370 |
| Indemnification asset | 792 |
| Other current assets | 127 |
| Total assets acquired | 62,249 |
| Liabilities assumed: | |
| Accounts payable and accrued expenses | (882) |
| Deferred income | (1,502) |
| Income tax | (1,646) |
| Deferred tax | (14,845) |
| Other indirect tax | (792) |
| Other current liabilities | (1,786) |
| Total liabilities assumed | (21,453) |
| Total net assets | 40,796 |
| Goodwill | 57,709 |
| Total acquisition consideration | 98,505 |
Goodwill: Approximately $58 million has been allocated to goodwill. Goodwill represents the excess of the gross consideration transferred over the estimated fair value of the underlying net tangible and identifiable intangible assets acquired. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets. Goodwill represents future economic benefits arising from acquiring Odds Holdings primarily due to its strong market position and its assembled workforce that are not individually identified and separately recognized as intangible assets. Goodwill will not generate amortization deductions for income tax purposes.
In accordance with IFRS 3, goodwill is not amortized, but instead will be tested for impairment at least annually or more frequently if certain indicators are present. In the event management of the combined company determines that the value of goodwill has become impaired, an accounting charge for impairment during the quarter in which the determination is made may be recognized.
Goodwill is included in intangibles on the statement of financial position.
Note 3. Transaction Accounting Adjustments
The transaction accounting adjustments are based on our preliminary estimates and assumptions that are subject to change. The following adjustments have been reflected in the unaudited pro forma condensed combined financial information:
i.Reflects estimated fair value adjustment for deferred revenue to align with the IFRS requirements.
ii.Reflects estimated amortization expense, calculated on a straight-line method, associated to acquired marketing related assets ($8 million), customer base ($26 million) and technology and software assets ($24 million) based on an independent third-party appraisal. The estimated useful life are 10 years for marketing related assets, 5 and 8 years for customer base and 5,6 and 8 years for technology and software assets.
iii.Reflects the difference between Odds Holdings’ historical share based payment expense of $103 thousand and the estimated expense related to the replacement bonus of $1,740 thousand granted to continuing employees as part of the acquisition. The fair value of the bonus will be recognized ratably over a post-combination service period of two years.
iv.Reflects estimated legal and consulting costs of $703 thousand which related to the transaction and incurred subsequently to the acquisition.
v.Reflects deferred tax release arising from the decrease in revenue as a result of (i) above, and income tax credit arising due to allowable expenses from the increase in amortization and additional share based payments expenses as a result of (ii) and (iii) above.
vi.Reflects the issue of ordinary shares as a payment of consideration for the acquisition.
Note 4. Other Transaction Accounting Adjustments
i.Reflects estimated interest expense assuming proceeds from debt issuance, arising from amended and restated credit agreement based on a principal balance of $59.6 million and an annual effective interest rate of 11%.
ii.Reflects income tax credit arising to allowable expenses from the increase in interest expense.
7
Document
Exhibit 99.3
CONSENT OF INDEPENDENT AUDITOR
Gambling.com Group Limited
St. Helier, Channel Island of Jersey
We hereby consent to the incorporation by reference in the Registration Statements of Gambling.com Group Limited on Forms F-3 (No. 333-266888 and 333-272030) and Forms S-8 (No. 333-258412, 333-262539, 333-270786, 333-278149, 333-278155 and 333-285963) of our report dated August 14, 2025, relating to the consolidated financial statements of Odds Holdings, Inc for the year ended December 31, 2024 appearing on Form 6-K of Gambling.com Group Limited.
/s/ BDO LLP
BDO LLP
London, United Kingdom
August 14, 2025