Business Context and Reporting Period
This Form 6-K filing by Codere Online Luxembourg, S.A. is dated May 22, 2025. The report addresses a critical regulatory event: the receipt of a delisting determination letter from The Nasdaq Stock Market LLC on May 16, 2025.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on regulatory compliance and listing status rather than financial performance data.
Material Changes and Events
- Delisting Notice: Nasdaq Staff determined to delist the Company's securities due to the failure to file the Form 20-F for the year ended December 31, 2024, in accordance with Listing Rule 5250(c)(1).
- Cause of Delay: The delay in filing the 2024 Form 20-F is attributed to the extended time required to finalize the audit following the engagement of a new independent registered public accounting firm on December 31, 2024, and concurrent efforts to finalize the 2023 Form 20-F (filed May 1, 2025).
- Trading Status: Securities continue to trade on Nasdaq pending the outcome of a requested stay of suspension.
Guidance, Outlook, and Management Commentary
- Appeal Process: On May 22, 2025, the Company requested a hearing before the Hearings Panel to review the delisting determination and sought an extended stay of trading suspension beyond the automatic 15-day period.
- Timeline for Compliance: Management believes it will complete and file the 2024 Form 20-F with the SEC on or prior to May 30, 2025, aiming to regain compliance before any hearing takes place.
- Risks: The primary risk is the potential delisting from Nasdaq if the Company fails to file the required report within the extension period granted by the Hearings Panel.
Investor Verification Checklist
- Verify the final filing date of the 2024 Form 20-F to confirm compliance with the May 30, 2025 target.
- Monitor the decision of the Nasdaq Hearings Panel regarding the extended stay of trading suspension.
- Review the attached press release (Exhibit 99.1) for additional details on the appeal strategy.
- Confirm the status of the new independent registered public accounting firm's audit completion.