Business Context and Reporting Period
This Form 6-K filing by Codere Online Luxembourg, S.A. is dated December 27, 2024, covering events through December 20, 2024. The Company is a foreign private issuer engaged in online gaming operations. The primary purpose of this filing is to disclose the resignation of its independent registered public accounting firm, Marcum LLP, and the Company's ongoing efforts to regain compliance with Nasdaq listing requirements.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This document is an explanatory note regarding auditor resignation and does not contain financial statement data.
Material Changes and Auditor Resignation
On December 20, 2024, Marcum LLP notified the Audit Committee of its decision to resign as the Company's independent registered public accounting firm. The resignation was driven by the auditor's inability to complete certain audit procedures due to:
- IT general control deficiencies regarding third-party supplied platforms.
- Insufficient internal controls at the Company to overcome said deficiencies.
There were no disagreements between the Company and Marcum on accounting principles or practices during the two most recent fiscal years or the interim period. However, the Company previously reported material weaknesses in internal controls over financial reporting in 2021 and 2022, citing a lack of technical accounting personnel, insufficient implementation of controls over business processes, and inadequate cybersecurity controls over outsourced systems.
Outlook, Risks, and Management Commentary
The Company is in advanced discussions with several candidates to appoint a new independent registered public accounting firm for the fiscal years ending December 31, 2023, and 2024. Management is dedicating extensive efforts to complete and file its Form 20-F for the year ended December 31, 2023, to regain compliance with applicable Nasdaq requirements. The filing includes standard forward-looking statements regarding the timing of these actions, noting that actual results may differ due to known and unknown risks.
Investor Verification Checklist
- Verify the appointment of a new independent registered public accounting firm.
- Monitor the status and expected filing date of the Form 20-F for the year ended December 31, 2023.
- Confirm the Company's compliance status with Nasdaq listing requirements.
- Review the remediation plan for previously disclosed material weaknesses in internal controls and IT general controls.