Codere Online has requested a hearing to appeal the decision to delist its securities from the Nasdaq Stock Market after failing to file its 20-F form.
Nasdaq wrote to Codere Online on 12 November informing the operator of its ruling. The Latin America-focused operator did not file its Form 20-F for the year ended 31 December 2023, as required by Nasdaq Listing Rule 5250(c)(1). Codere Online’s shares have traded on the Nasdaq since its merger with special purpose acquisition company DD3 Acquisition Corp II in December 2021.
A Form 20-F is usually filed with the US Securities and Exchange Commission (SEC). It helps to standardise the reporting requirements of companies based outside the US. Companies must also make the report available to shareholders on its website.
The letter states Codere Online may appeal, with hearings taking place approximately 30-45 days after the date of the request.
Such requests automatically delay the delisting of securities from Nasdaq for the duration of the hearing. Any suspension of trading is also usually delayed for 15 days from the date of the request.
In addition, the letter states when a company requests a hearing, it may request a longer delay to the suspension of trading for the duration of the hearing.
Codere Online seeks stay to keep shares on Nasdaq
Codere Online yesterday (18 November) confirmed it will appeal the delisting decision in a statement to the market. It will also seek a further stay of suspension of trading throughout the hearing process.
The delay in filing its Form 20-F is due to the audit of its financial statements for the three years to 31 December 2023 taking longer than expected it said. This follows its engagement of a new independent registered public accounting firm in March this year.
To support its request, Codere Online has submitted materials to Nasdaq to explain why continuing to trade is appropriate. It is yet to receive a decision in response to the request.
“The company continues to work diligently to complete and file with the SEC the Form 20-F,” Codere Online said. “We believe we will be able to do so, thereby regaining compliance with the Public Reports Rule, within the extension period the company plans to seek from the Hearings Panel.”
Should Nasdaq grant the further stay of the suspension of trading, Codere securities will be suspended from 4 December.
If Codere Online fails to secure an extension period, a Form 25-NSE will be filed with the SEC. This will see its securities removed from listing and its registration on Nasdaq cancelled.
Codere Online slashes corporate debt
The case comes after Codere Online last month completed a planned recapitalisation and slashed corporate debt from €1.40 billion (£1.17 billion/$1.48 billion) to €190 million.
Codere Online said consolidated net debt has been reduced to about €65 million. This, it said at the time, ensures “a future of stability and growth”.
The group expects to leverage the refinancing to take advantage of new expansion opportunities in its key markets in Latin America and Europe.
