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Exhibit 99.1

Codere Online

Luxembourg, S.A. and

subsidiaries

Unaudited Interim Condensed Consolidated

Financial Statements as of and for the six months ended

June 30, 2025

The accompanying notes 1 to 15 are an integral part of the accompanying Unaudited Interim Condensed Consolidated Financial Statements

The accompanying notes 1 to 15 are an integral part of the accompanying Unaudited Interim Condensed Consolidated Financial Statements

The accompanying notes 1 to 15 are an integral part of the accompanying Unaudited Interim Condensed Consolidated Financial Statements

The accompanying notes 1 to 15 are an integral part of the accompanying Unaudited Interim Condensed Consolidated Financial Statements

The accompanying notes 1 to 15 are an integral part of the accompanying Unaudited Interim Condensed Consolidated Financial Statements

On June 4, 2021, Codere Online Luxembourg, S.A. (the “Company” or “Parent” and, together with its subsidiaries, “Codere Online”), was incorporated and registered in Luxembourg as a public limited company (société anonyme) under the laws of Luxembourg with its registered office at 7, rue Robert Stumper, L-2557 Luxembourg, Grand Duchy of Luxembourg and has been registered with the Luxembourg trade and companies register (Registre de commerce et des sociétés, Luxembourg) under the number B255798.

Codere Online is comprised of the former online gambling operations of its majority shareholder Codere Group Topco, S.A. and its subsidiaries (“Codere Group”) in Spain, Mexico, Colombia, Panama, and Argentina focused on online gambling and other online services. Codere Group controls Codere Online through its operating Spanish Holdco, Codere Newco, S.A.U. (“CNEW”), which holds 65.9% of the ordinary shares of the Company.

Codere Group is a leading international gaming operator that operates slot machines, bingo seats and sports betting terminals in Latin America (Argentina, Colombia, Mexico, Panama and Uruguay), Spain and Italy, across various gaming venues, including gaming halls, arcades, bars, sports betting shops and horse racetracks.

Codere Online´s perimeter consists of 9 operating and supporting entities (Spain, United States, Mexico, Colombia, Panama, Israel and Argentina) and 2 holding companies (Spain and Luxembourg).

Codere (Gibraltar) Marketing Services LTD. and Codere Online Operator LTD., both previously included within the reporting perimeter, were liquidated on January 17, 2024 and August 28, 2024, respectively, and have therefore been excluded.

The accompanying Unaudited Interim Condensed Consolidated Financial Statements as of and for the six months ended June 30, 2025 (the “Unaudited Interim Condensed Consolidated Financial Statements”), have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and pursuant to the interpretations issued by Interpretation Committee of the IASB (“IFRIC”).

According to IAS 34, interim financial reporting is intended to bring the contents of the last Consolidated Financial Statements up to date, emphasizing any new activities, events or circumstances that occurred during the six months ended June 30, 2025 but without duplicating the information previously published in the Consolidated Financial Statements. Therefore, in order to properly understand the information included in the accompanying Unaudited Interim Condensed Consolidated Financial Statements, they must be read together with the Company’s Consolidated Financial Statements as of December 31, 2024.

The Unaudited Interim Condensed Consolidated Financial Statements of Codere Online were approved on December 18, 2025.

The Unaudited Interim Condensed Consolidated Financial Statements present positive equity of €20.6 million euros as of June 30, 2025 and €24.2 million as of December 31, 2024. Additionally, as of June 30, 2025 Codere Online had positive working capital (current assets less current liabilities) amounting to €16.7 million and positive working capital amounting to €18.0 million as of December 31, 2024.

Codere Online has incurred recurring losses including net losses of €3.1 million for the six-month period ended June 30, 2025 and €0.3 million for the six-month period ended June 30, 2024. As of June 30, 2025, Codere Online had an equity position of €20.6 20,557 million and €45.1 45,125 million of cash and cash equivalents, €4.5 million of which was reserved (as of June 30, 2024, Codere Online had €40.4 million of cash and cash equivalents, of which €5.8 million was reserved).

Codere Online’s management has prepared the Unaudited Interim Condensed Consolidated Financial Statements under the going concern principle, considering the Company’s current liquidity position, actual operating performance and cash flow generation. Furthermore, its reasonable expectations regarding operating performance over the coming three years, leads management to believe that the Company has adequate resources to continue in operational existence for the next twelve months.

The perimeter of Codere Online consists of 9 operating and supporting entities (Spain, United States, Mexico, Colombia, Panama, Israel and Argentina) and 2 holding companies (Spain and Luxembourg) as described in Note 1.

Codere (Gibraltar) Marketing Services Ltd. and Codere Online Operator Ltd., which were previously included in the consolidation perimeter, were liquidated on January 17, 2024 and August 28, 2024, respectively, and have therefore been excluded from the consolidation perimeter.

The preparation of these Unaudited Interim Condensed Consolidated Financial Statements requires that management make some judgments, estimates and assumptions that affect the application of accounting policies and the balances of assets, liabilities, income and expenses. The estimates and related assumptions are based on historical experience and other factors that are understood as reasonable under the circumstances.

The accounting policies used in the preparation of these Unaudited Interim Condensed Consolidated Financial Statements are the same as those applied in the Consolidated Financial Statements as of and for the year ended December 31, 2024.

New IFRS, IFRIC and amendments to IFRS not effective as of June 30, 2025

As of the approval date of the Unaudited Interim Condensed Consolidated Financial Statements, the following standards, amendments and interpretations had been published by the IASB, but their application was not mandatory for the six month period ended June 30, 2025:

Codere Online estimates that no standards, amendments and interpretations in the preceding table will have a significant impact on the Unaudited Interim Condensed Consolidated Financial Statements in the initial period of application. However, Codere Online is currently assessing the detailed implications of applying IFRS 18 on Codere Online’s Unaudited Interim Condensed Consolidated Financial Statements.

Under IFRS 8 (Segment Information), operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (“CODM”) which, in the case of Codere Online, is the Chief Executive Officer (“CEO”). The CODM is responsible for allocating resources and assessing performance of the business. For management purposes, Codere Online’s operating segments are formed by Codere Online’s business in Spain, Mexico, Colombia, Panama and Argentina.

The CEO primarily measures the performance of Codere Online’s business by its revenue and EBITDA, which is calculated as net income/(loss), after adding back income tax benefit/(expense), net financial results, depreciation and amortization.

Codere Online will report financial information, both internally and externally, based on the organizational structure approved by its CEO. Thus, the reportable segments for these Unaudited Interim Condensed Consolidated Financial Statements consist of Codere Online’s operations in Spain and Mexico. Colombia, Panama and Argentina are grouped under “Other Operations”. Codere Israel Marketing Support Services LTD and Codere Online, Codere (Gibraltar) Marketing Services LTD, SEJO and Surviving Corporation have been grouped and reported under “Supporting”.

The entities that have been aggregated under “Other operations” and “Supporting” have been grouped in accordance with guidance allowed under IFRS 8, Operating Segments. Based on both IFRS 8:BC30 and the diagram included in the implementation guidance accompanying IFRS 8, if two or more components of a business meet the aggregation criteria, they may be combined for external reporting purposes into a single operating segment, notwithstanding that they may individually exceed the quantitative thresholds. Additionally, the entities aggregated in the “Other operations” and “Supporting” segments all meet the following conditions: (i) aggregation is consistent with the core principle of IFRS 8, (ii) the segments have similar economic characteristics, (iii) the segments are similar in the nature of the products and services offered, (iv) the segments are similar in the nature of their production processes, (v) the segments are similar in the type or class of customer for their products and services, (vi) the segments have similar methods used to distribute their products and provide their services and (vii) the segments have a similar nature of their regulatory environment. The segments referred to above include the information related to the online business provided in each country. Inter-segment transactions are carried out on an arm’s length basis and are included in the “Eliminations” column. Information relating to other Codere Online companies not specifically included in these segments is reported under “Other Operations”.

The following tables break down certain information presented in the Unaudited Interim Condensed Consolidated statements of operations for the six months ended June 30, 2025 and 2024:

The following tables break down certain information presented in the Unaudited Interim Condensed Consolidated Statement of financial position as of June 30, 2025 and in the consolidated statement of financial position as of December 31, 2024.

Codere Online does not have any customers that individually account for 10% or more of its interest and income for the six months ended June 30, 2025 and 2024.

The Group applies IFRS 16 to recognize, measure, present, and disclose leases. Under IFRS 16, Codere Online recognizes right-of-use assets and lease liabilities for all lease contracts, except for short-term leases (defined as leases with a term of 12 months or less) and low-value leases.

Codere Online holds leases primarily for office premises and vehicles. During 2025, the Company entered into a new office premises lease commencing on January 1, 2025, with a 58-month term and a monthly rent of €6,427.

Right-of-use assets

The reconciliation of the carrying amounts of the items comprising “right-of-use assets” at the beginning and end of the reporting period:

Lease Liabilities

The lease liabilities as of June 30, 2025, amounted to €2,087 thousand. The maturity analysis is as follows:

The breakdown of the carrying amount of the items presented under this heading as of June 30, 2025 and December 31, 2024 is as follows:

Cash and cash equivalents includes cash from clients in certain jurisdictions (Spain, Colombia and the City of Buenos Aires) where regulation requires the Company to maintain a cash reserve equal to the amount that the customer has in his or her online wallet. As of June 30, 2025 and December 31, 2024, reserved cash amounted to €4,489 and €4,899 thousand euros, respectively.

Trade receivables and other current assets mainly comprise VAT recoverable from the tax authorities amounting to €3,196 and €5,150 thousand euros as of June 30, 2025 and December 31, 2024, respectively. The balance also includes deposits made by customers through retail sport betting terminals, owned by other entities of Codere Group, to their online wallets and amounted to €1,760 and €1,149 thousand euros as of June 30, 2025 and December 31, 2024, respectively.

Current financial assets mainly correspond to “in transit” deposits made by customers through payment service providers to their online wallets and amounted to €6,681 and €11,658 thousand euros as of June 30, 2025 and December 31, 2024, respectively. These deposits are normally settled and appear in the customers’ online wallet between one to fifteen days after the transaction, depending on each payment service provider.

The expected credit losses recognized on current financial assets as of June 30, 2025 and December 31, 2024 amounted to €138 thousand euros.

The breakdown of the items presented under this heading at June 30, 2025 and December 31, 2024 is as follows:

Other receivables from the Codere Group companies mainly include balances to be paid by Codere Colombia, S.A amounting to €1,089 thousand as of June 30, 2025 and €654 thousand as of December 31, 2024.

The carrying amounts of Codere Online’s trade receivables and other current assets are denominated in the following currencies:

The maximum exposure to credit risk at the reporting date is the carrying value of each class of trade receivable mentioned above. Codere Online does not hold any collateral as security.

The change in the allowance for impairment of trade receivable as of June 30, 2025 and December 31, 2024 is as follows:

On January 4, 2024, the Company’s board of directors (the “Board”) approved the creation and issuance of 193,275 new shares with a nominal value of one euro each (€1.00), all fully paid up by the capitalization of part of the available reserve of the Company.

On December 24, 2024, the Board approved the creation and issuance of 149,639 new shares with a nominal value of one euro each (€1.00), all fully paid up by the capitalization of part of the available reserve of the Company. The issuance of the shares was not completed until March 13, 2025. Both issuances were made in accordance with the terms of the invitation letters signed by the subscribers of the management incentive plan.

The change in Equity, mainly in “Other reserves” as of June 30, 2025, amounted to negative €480 thousand (€1,196 thousand as of June 30, 2024), mainly due to expenses and fair value adjustments related to the management incentive plan described in Note 14.

As of June 30, 2025, and December 31, 2024 the breakdown of financial liabilities by category is as follows:

Current borrowings at amortized cost

There were no non-current borrowings accounted for at amortized cost as June 30, 2025 and December 31, 2024, respectively.

Financial liabilities associated with financing activities

The following tables present details regarding the changes in financial liabilities as of June 30, 2025 and December 31, 2024 that arise from current financial activities:

06/30/2025

12/31/2024

Other borrowings correspond to short-term loans, mainly composed of debt with entities from the Codere Group, including transactions made by customers through retail sport betting terminals, and amounted to €1,609 and €3,365 thousand as of June 30, 2025 and December 31, 2024, respectively.

Non-current financial liabilities

As of June 30, 2025 and December 31, 2024, non-current financial liabilities included warrants accounted for as liabilities. The fair value of the warrants was derived from quoted prices (Level 1).

The warrants represent rights to purchase Ordinary Shares of Codere Online under pre-established terms. As of June 30, 2025, the total number of warrants outstanding were 6,435,000.

These rights were converted into Codere Online warrants following the merger with DD3, maintaining the conditions outlined in the Warrant Amendment Agreement entered into in connection with the Merger.

As of June 30, 2025 and December 31, 2024, the prices per warrant were $1.02 and $0.60, respectively; therefore, as of June 30, 2025 and December 31, 2024, the fair value of the warrant liabilities amounted to €5.6 million and €3.7 million, respectively. As of June 30, 2025, the change in fair value of the warrants is reported in the Unaudited Interim Condensed Consolidated Statements of Operations as finance cost amounting to €1,884 thousand and in the Consolidated Statements of Operations as a finance cost amounting to €3,310 thousand for the year ended December 31, 2024.

The composition of trade payables and other current liabilities as of June 30, 2025 and December 31, 2024 is as follows:

The customer online wallets are the net difference between funds deposited by customers, plus winning wagers, less losing wagers and less customers withdrawals.

Accrued salaries include Codere Online’s commitments to its staff under the labor legislation prevailing in each market as well as the labor contingencies recognized in each reporting period.

The details of other current liabilities as of June 30, 2025 and December 31, 2024 is as follows:

Each of the entities included in Codere Online file income taxes according to the tax regulations in force in each country on an individual basis or under consolidation tax regulations.

The consolidated income tax has been calculated as an aggregation of income tax expenses of each individual company. In order to calculate the taxable income of the consolidated entities individually, the accounting profit is adjusted for permanent differences. At each consolidated statement of operations date, a current tax asset or liability is recorded, representing income taxes currently refundable or payable.

Income tax payable is the result of applying the applicable tax rate in force to each tax-paying entity, in accordance with the tax laws in force in the country in which the entity is registered.

Reconciliation of book net income/(loss) before taxes to taxable income

The reconciliation between book net income/(loss) before tax and the income tax benefit/(expense) from continuing operations as of June 30, 2025 is as follows:

Deferred taxes

The deferred tax assets as of June 30, 2025 and December 31, 2024, primarily relate to tax loss carryforwards.

As shown in the table below, Codere Online has generated net losses which can be offset against future profits; however, as of December 31, 2024, and June 30, 2025, Codere Online did not record these in the statement of financial position considering it is not expected that these will be utilized within the foreseeable future. There is no limit on time in either country to utilize these losses against future profits (amounts expressed in thousand of euros).

Revenues

The breakdown of Codere Online’s revenues for the six months ended June 30, 2025 and 2024 is as follows:

No customer contributed more than 10% of revenue for the six months ended June 30, 2025, and 2024.

Additionally, the distribution of revenue by geographical market during the reporting period is as follows:

Personnel expenses

Personnel expenses as of June 30, 2025 and 2024 includes expenses for wages, salaries, long term incentive plans, benefits (and other similar concepts) and social security and other social contributions expenses payable by Codere Online.

Depreciation and amortization

The breakdown of depreciation and amortization for the six months ended June 30, 2025 and 2024 is as follows:

The depreciation and amortization increase is mainly due to the amortization of right-of-use assets, caused by the impact of IFRS 16 (Note 4).

Other operating expenses

The breakdown of other operating expenses for the six months ended June 30, 2025 and 2024 is as follows:

Codere Online recognizes lease payments as an operating expense on a straight-line basis over the term of the lease for the short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value.

Professional services and other expenses mainly include: (i) Platform services; (ii) external providers for some of our sports odds; (iii) payment processing which allow our customers to deposit and withdraw using platforms and (iv) streaming services contracted to external parties offered to our customers as a complement to our sports betting offer.

Finance income / (cost), net

The breakdown of finance income/ (cost), net for the six months ended June 30, 2025 and 2024 is as follows:

Finance income / (cost), net for the periods ended June 30, 2025 and 2024 include both realized and unrealized foreign exchange gains/(losses) due to the fluctuation of the exchange rates between the euro and the other currencies, mainly the Mexican peso, the Colombian peso, Argentine peso and the Panamanian balboa, that Codere Online uses in its operations as well as interest expense related to Codere Online’s outstanding borrowings from related parties.

Earnings per share

Basic earnings per share amounts are calculated by dividing (a) the net income/(loss) for the period attributable to equity holders of the Company by (b) the weighted average number of ordinary shares outstanding during the period.

Diluted earnings per share amounts are calculated by dividing the net income/(loss) for the period attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares plus the weighted average number of ordinary shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares, if any. The effect of restricted shares, warrants, stock options, and deferred payment for the periods ended June, 30 2025 and 2024, qualified as antidilutive events. In accordance with IAS 33, antidilutive potential ordinary shares, those that would increase earnings per share or decrease the loss per share if included, are disregarded in the calculation of diluted earnings per share. This is due to Codere Online reporting a net loss for the periods ended June, 30 2025 and 2024, which results in all such instruments being considered antidilutive.

As of June 30, 2025, the Company had 45,555,173 issued and outstanding shares.

Both basic and diluted earnings per share attributable to equity holders of Codere Online are calculated based on the following data, in each case for the six months ended June 30, 2025 and 2024.

The parties related to Codere Online include, in addition Codere Group’s subsidiaries, associates and jointly controlled entities, the Codere Online’s key management personnel, as well as all individuals who are related to them by a family relationship, and the entities over which key management personnel may exercise significant influence or control. Balances and transactions between Codere Online and other related parties outside of Codere Online’s consolidation perimeter are disclosed below.

06/30/2025

Balance at 06/30/2025