Investor Presentaiton
Disclaimer (cont.)
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DD3
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Acquisition Corp. II
No Offer or Solicitation
This Presentation is not a proxy statement and does not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Business Combination. This Presentation also does not constitute an offer to sell or the solicitation of an
offer to buy any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by
means of a prospectus meeting the requirements of section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Trademarks
This Presentation may contain trademarks, service marks, trade names and copyrights of the parties to the Business Combination Agreement or other companies, which are the property of their respective owners. Solely for convenience, some of the trademarks, service marks, trade
names and copyrights referred to in this Presentation may be listed without the TM, SM, or Ⓡ symbols, but Codere Online and DD3 will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these trademarks, service marks, trade names and
copyrights.
Financial Information and Non-GAAP Financial Measures
Codere Online's financial information included in this Presentation is unaudited and has been prepared by Codere Online in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS") or is based on information
prepared by Codere Online in accordance with IFRS. There are important differences between IFRS and generally accepted accounting principles in the United States of America ("U.S. GAAP").
The financial information and data contained in this Presentation is unaudited and does not conform to Regulation S-X. Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in, any proxy statement, registration statement,
or prospectus, including the Form F-4. This Presentation includes certain financial measures not presented in accordance with U.S. GAAP or IFRS, such as, without limitation, net gaming revenue and EBITDA. These non-GAAP financial measures are not measures of financial
performance in accordance with U.S. GAAP or IFRS and may exclude items that are significant in understanding and assessing Codere Online's financial results. Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from
operations or other measures of profitability, liquidity or performance under U.S. GAAP or IFRS. You should be aware that Codere Online's presentation of these measures may not be comparable to similarly-titled measures used by other companies. In addition, the conversion of
Codere Online's financial statements into U.S. GAAP or IFRS and the audit of Codere Online's financial statements in accordance with PCAOB standards, may impact how Codere Online currently calculates its non-GAAP financial measures, and we cannot assure you that there
would not be differences, and such differences could be material. Codere Online believes these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to Codere Online's financial
condition and results of operations.
Codere Online believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends in comparing Codere Online's financial measures with other similar companies, many of which present similar
non-GAAP financial measures to investors. These non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial
measures.
This Presentation includes certain projections of non-GAAP financial measures. Due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from these projected measures, together with some of the excluded information
not being ascertainable or accessible, Codere Online is unable to quantify certain amounts that would be required to be included in the most directly comparable U.S. GAAP or IFRS financial measures without unreasonable effort. Consequently, no disclosure of estimated comparable
U.S. GAAP or IFRS measures is included and no reconciliation of the forward-looking non-GAAP financial measures is included.
Use of Projections
This Presentation contains financial forecasts with respect to Codere Online's business and projected financial results, including net gaming revenue, EBITDA and EBITDA margin. Neither DD3's nor Codere Online's independent auditors have audited, reviewed, compiled or performed
any procedures with respect to the projections for the purpose of their inclusion in this Presentation, and accordingly, they did not express an opinion or provide any other form of assurance with respect thereto for the purpose of this Presentation. These projections should not be
relied upon as being necessarily indicative of future results. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could
cause actual results to differ materially from those contained in the prospective financial information. See "Forward-Looking Statements" above. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of Codere Online or that actual
results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information in this Presentation should not be regarded as a representation by any person that the results contained in the prospective financial
information will be achieved. You should review Codere Online's audited financial statements, which will be included in the Form F-4 relating to the Proposed Business Combination.
For further information on the limitations and assumptions underlying these projections, please refer to such Form F-4 and to Amendment No. 1 to the registration statement on Form F-4 that is expected to be filed by Holdco with the SEC.
Industry and Market Data
In this Presentation, DD3 and Codere Online rely on and refer to certain information and statistics obtained from publicly available information and third-party sources, which they believe to be reliable. Neither DD3 nor Codere Online has independently verified the accuracy or
completeness of any such publicly-available and third-party information nor make any representation as to the accuracy or completeness of such data or undertakes any obligation to update such data after the date of this Presentation. You are cautioned not to give undue weight to
such industry and market data.
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