Codere Online (J9T) Risk Analysis

Codere Online's corporate affairs are governed by Codere Online's articles of association and the laws of the Grand Duchy of Luxembourg, including the 1915 Law. The rights of Codere Online Shareholders and the responsibilities of its directors and senior managers under Luxembourg law are different from those applicable to a corporation incorporated in the United States. For example, under Delaware law, the board of directors of a Delaware corporation bears the ultimate responsibility for managing the business and affairs of a corporation. In discharging this function, directors of a Delaware corporation owe fiduciary duties of care and loyalty to the corporation and its stockholders. Luxembourg law imposes a duty on directors of a Luxembourg company to: (i) act in good faith with a view to the best interests of a company; and (ii) exercise the care, diligence, and skill that a reasonably prudent person would exercise in a similar position and under comparable circumstances. Although under Delaware law the board of directors bears the ultimate responsibility for management, in certain circumstances a stockholder may bring a derivative action on behalf of a corporation to enforce a corporation's rights against fiduciaries. Under Luxembourg law, the board of directors has sole authority to decide whether to initiate legal action to enforce a company's rights (other than, in certain circumstances, an action against members of the Codere Online Board, which may be initiated by the general meeting of the shareholders, or, subject to certain conditions, by minority shareholders holding together at least 10% of the voting rights in the company). Further, under Luxembourg law, there may be less publicly available information about Codere Online than is regularly published by or about U.S. issuers. In addition, Luxembourg laws governing the securities of Luxembourg companies may not be as extensive as those in effect in the United States, and Luxembourg laws and regulations in respect of corporate governance matters might not be as protective of minority shareholders as are state corporation laws in the United States. Therefore, Codere Online Shareholders may have more difficulty in protecting their interests in connection with actions taken by Codere Online's directors, senior managers or principal shareholders than they would as shareholders of a corporation incorporated in the United States. As a result of these differences, Codere Online Shareholders may have more difficulty protecting their interests than they would as shareholders of a U.S. issuer.

Codere Online currently qualifies as an "emerging growth company" as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, Codere Online takes advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as it continues to be an emerging growth company, including the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act. As a result, Codere Online Shareholders may not have access to certain information they deem important. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as it is an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. Codere Online has elected to avail itself of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, Codere Online, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of Codere Online's financial statements with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Codere Online cannot predict if investors will find the Ordinary Shares and/or Codere Online Warrants less attractive because it relies on these exemptions. If some investors find the Ordinary Shares and/or Codere Online Warrants less attractive as a result, there may be a less active trading market and the price for the Ordinary Shares and/or Codere Online Warrants may be more volatile. Codere Online will no longer qualify as an emerging growth company as of December 31, 2026 and may incur increased legal, accounting and compliance costs associated with Section 404 of the Sarbanes-Oxley Act or other matters going forward as a result.

None of the Codere Online Private Warrants will be redeemable by Codere Online so long as they are held by the initial purchasers of the Private Warrants or their permitted transferees. Once such Codere Online Private Warrants are transferred (other than to permitted transferees under the Warrant Agreement), Codere Online may redeem such Codere Online Private Warrants in the same manner as the Codere Online Public Warrants. Codere Online may redeem Codere Online Public Warrants at any time after they became exercisable on December 30, 2021 (i.e., 30 days after the listing on the Nasdaq Stock Market) and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of the Ordinary Shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30 trading-day period commencing at any time after the Codere Online Warrants became exercisable and ending on the third business day prior to proper notice of such redemption provided that on the date, Codere Online gives notice of redemption and during the entire period thereafter until the time Codere Online redeems the warrants, and provided further that Codere Online may not exercise such redemption right if the issuance of Ordinary Shares is not exempt from registration or qualification under applicable state blue sky laws or Codere Online is unable to effect such registration or qualification. As of the date of this annual report, the trading price of Ordinary Shares has not reached the $18.00 threshold. In the event Codere Online determined to redeem the Codere Online Public Warrants, holders would be notified of such redemption as described in the Warrant Agreement. Specifically, Codere Online would be required to fix a date for the redemption (the "Redemption Date"). Notice of redemption would be mailed by first class mail, postage prepaid, by Codere Online not less than 30 days prior to the Redemption Date to the registered holders of the Codere Online Public Warrants to be redeemed at their last addresses as they appear on the registration books. In addition, beneficial owners of the redeemable warrants will be notified of such redemption via Codere Online's posting of the redemption notice to DTC. Redemption of the Codere Online Public Warrants could force you (i) to exercise your Codere Online Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your Codere Online Public Warrants at the then-current market price when you might otherwise wish to hold your Codere Online Public Warrants or (iii) to accept the nominal redemption price which, at the time the Codere Online Public Warrants are called for redemption, is likely to be substantially less than the market value of your Codere Online Public Warrants.

The terms of the Codere Online Warrants may be amended without the consent of any holder (i) to cure any ambiguity or correct any mistake or to cure, correct or supplement any defective provision, or (ii) to add or change any other provisions with respect to matters or questions that the parties deem to not adversely affect the interests of the registered holders of the Codere Online Warrants. In addition, Codere Online may amend the terms of the Codere Online Warrants in a manner adverse to a holder if holders of at least 50% of the then outstanding Codere Online Public Warrants approve of such amendment. The ability to amend the terms of such warrants is unlimited and examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or stock, allow for cashless exercise of the warrants, shorten the exercise period or decrease the number of shares of Ordinary Shares purchasable upon exercise of a warrant.

As of April 20, 2026, Codere Online had 45,391,179 issued and outstanding Ordinary Shares. Codere Online's articles of association authorize Codere Online to issue Ordinary Shares and rights relating to Ordinary Shares for the consideration and on the terms and conditions established by the Codere Online Board in its sole discretion, whether in connection with financings, acquisitions, investments, equity incentive plans or otherwise. Any Ordinary Shares issued, including in connection with the exercise of Codere Online Warrants or any equity incentive plans that Codere Online may adopt in the future, would dilute the percentage ownership held by you. Codere Online's issuance of additional Ordinary Shares or other equity securities of equal or senior rank could have the following effects: - Codere Online's existing shareholders' proportionate ownership interest in Codere Online will decrease;- the amount of cash available per share, including for payment of dividends in the future, may decrease;- the relative voting strength of each previously outstanding Ordinary Share may be diminished; and - the market price of the Ordinary Shares and Codere Online Warrants may decline.

The trading market for the Ordinary Shares and Codere Online Warrants may be influenced by the research reports that industry or securities analysts may publish about Codere Online, its business, its market, or its competitors. If securities or industry analysts do not publish or cease publishing research or reports about Codere Online, the prices and trading volumes of the Ordinary Shares and Codere Online Warrants would likely be negatively impacted. If any of the analysts who may cover Codere Online change their recommendation regarding the Ordinary Shares adversely, or provide more favorable relative recommendations about Codere Online's competitors, the price of the Ordinary Shares and Codere Online Warrants would likely decline. If any analyst were to cease coverage of Codere Online or fail to regularly publish reports on it, Codere Online could lose visibility in the financial markets, which could cause the Ordinary Share price and/or trading volume (and, consequently, the price and/or trading volume of the Codere Online Warrants) to decline.

The trading of Ordinary Shares and Codere Online Warrants has been and may continue to be volatile and subject to limited volume in trading. An active trading market for Codere Online's securities may never develop or, if developed, it may not be sustained. In addition, the price of Codere Online's securities has fluctuated and may continue to fluctuate significantly. Factors that could cause fluctuations in the price of such securities include: - actual or anticipated variations in operating results and the results of competitors;- changes in performance projections by Codere Online or by any securities analysts that might cover Codere Online's securities, if any;- conditions or trends in the industry, including regulatory changes;- announcements by Codere Online or its competitors of significant acquisitions, strategic partnerships or divestitures;- announcements of investigations or regulatory scrutiny of Codere Online's operations or lawsuits filed against it or the Codere Group;- additions or departures of key personnel;- actual or perceived changes in the ownership of Codere Newco or Codere Online; and - issuances or sales of Ordinary Shares, including by key investors, especially as the lock-up restrictions under the Registration Rights and Lock-Up Agreement have expired. Further, if Codere Online's securities become delisted from Nasdaq for any reason, the liquidity and price of such securities may be more limited than if they were quoted or listed on Nasdaq or such other securities exchange. Moreover, broad general economic, geopolitical, political, market and industry factors may adversely affect the price of Codere Online's securities, regardless of Codere Online's actual operating performance. You may be unable to sell your securities unless a market can be established or sustained.

The Ordinary Shares and Codere Online Warrants are currently listed on Nasdaq. If Codere Online fails to satisfy the continued listing standards of Nasdaq, its securities may be delisted from trading on Nasdaq, which could have material adverse consequences, including a limited availability of market quotations for its securities, reduced liquidity for its securities, a determination that the Ordinary Shares are a "penny stock," which would require brokers trading in the Ordinary Shares to adhere to more stringent rules and could result in reduced trading activity, limited or no news or analyst coverage, and a decreased ability to issue additional securities or obtain additional financing in the future. Although Codere Online is currently in compliance with Nasdaq's continued listing standards, there can be no assurance that it will be able to maintain such compliance in the future, and Nasdaq may take action to delist its securities if it determines that Codere Online does not meet applicable requirements.

Codere Newco, a member of the Codere Group, owns approximately 66.3% of the outstanding Ordinary Shares as of December 31, 2025. As long as Codere Newco owns at least 50% of the outstanding Ordinary Shares, Codere Newco will have, except as otherwise described in this annual report, the ability to determine certain corporate actions requiring shareholder approval, including the election and removal of directors and the size of the Codere Online Board unless it is already determined in the articles of association of Codere Online. Furthermore, pursuant to the Nomination Agreement, Codere Newco has the right to propose for appointment five (5) directors (collectively, the "Codere Newco Directors"), with at least two (2) of them having to qualify as independent directors (subject to independence requirements under applicable securities exchange rules that may require a greater number of independent directors). In addition, at least one (1) of the Codere Newco Directors shall qualify as a Luxembourg tax resident. This could have the effect of delaying or preventing a change in control or otherwise discouraging a potential acquirer from attempting to obtain control of Codere Online, which could cause the market price of the Ordinary Shares and Codere Online Warrants to decline or prevent shareholders from realizing a premium over the market price for the Ordinary Shares and Codere Online Warrants. Codere Newco's interests may conflict with Codere Online's interests as a company or the interests of Codere Online's other shareholders. In addition, Codere Newco may from time to time sell, transfer or otherwise dispose of all or a portion of its ownership interest in Codere Online, which could result in a change of control of Codere Online or create uncertainty regarding Codere Online's ownership structure. Furthermore, transactions involving Codere Newco or its shareholders, including a potential sale of Codere Newco or a change in its ownership, could also have a significant impact on Codere Online. Any such transactions could result in a new controlling shareholder that may have different objectives than Codere Newco and may not be aligned with the interests of Codere Online's other shareholders, including with respect to Codere Online's business and strategic direction, financing and/or capital allocation strategy, level of investment, or expansion into new or existing markets or product offerings. The potential for any such transactions, or the perception that they may occur, could also result in increased volatility in the trading price of the Ordinary Shares.

Differences in views among current or future shareholders or partners in Codere Online's operations may result in delayed decisions or in failures to agree on major matters, potentially adversely affecting certain of Codere Online's businesses and, in turn, Codere Online's business, results of operations and financial condition. Failure to resolve disagreements with Codere Online's current or future partners could have a material adverse effect on Codere Online's business, results of operations and financial condition. Additionally, Codere Online may be forced to make certain decisions in the interest of its operations that might not be in agreement with its current or future partners and could result in litigation, arbitration or other legal procedures. Any of the foregoing could have a material adverse effect on Codere Online's business, results of operations and financial condition.