Board Pre-read
Board
Pre-read.
June 2026 Board Meeting
June 5, 2026
Yes.com Board Pre-read · June 2026
Read async before the meeting
Agenda
Board Pre-read
June 2026
June 2026
01Where we left it
02Spain · M&A
03Quiz + streaming · FYI
04Impact on 2026 funding
05Licensing plan
06Financial plan
07Hiring plan
08Integration plan
09Customer service plan
10Product strategy
11Product operating model
12Ask to board
13Reinvestment scenarios
14Investor reflection
Yes.com Board Pre-read · June 202602 / 16
Section A · Background and changes
Where we left it in May, and what has changed.
Endorsed in May
The staged eight-market plan.
Five active markets, three licensed as optionality. Funded by three €30M raises (2027 / 28 / 29); Future Jet retains control. Built to add markets and reallocate spend at gates as data improves.
What this pre-read adds
One board decision, building on that plan.
Enter due diligence to acquire the Spain (Rfranco) licence — the single board decision.
The recommended plan is the current €30m/yr build with Spain (A+ES) — €127m Y6 EBITDA at 12.0× MOIC; Spain adds ~€55m of Y6. Scaling to €50m/yr across all 18 markets (Scenario D) reaches €305m at 18.4×. See appendix.
Yes.com Board Pre-read · June 202603 / 16
Section A · Background and changes
Recommendation
Recommend a €3.5M NBO conditional on DD proving the Section 4 value carries (player DB, ~€1M BIN/DTA, Melilla substrate) and the Section 5 risks are released as SPA conditions. €180k DD spend is what turns a €3.5M ask into a defensible ~€2.5M net price.
Deal at a glance
- Target: RFranco Digital S.A.U. — Melilla, 12-yr DGOJ-licensed operator
- Seller: Grupo Recreativos Franco / Grupo Orenes (broker: Fabrice Pover, Granvia)
- What we buy: 2 DGOJ licences (sports + casino) to Jun 2035; ~10k active players; Melilla 10% gaming-tax substrate
- Structure: 100% share purchase (licences attach to the entity)
- Headline cost: >€3.5M price + €1M DGOJ guarantee + €250k broker = ~€4.75M cash, plus migration / DD / counsel
Process status
- NBO deadline (Fabrice): end May 2026; seller targets close by year-end
- 21-point pre-LOI questions sent 19 May; reply received 22 May
- 5 / 21 substantively answered; 6 CRITICAL deferred post-LOI; Q17–20 "to follow"
- NDA not yet signed — Fabrice wants the NBO first (sequencing risk)
Target financial snapshot
- FY24 audited: Rev €31.1M · Op loss €794k · Net loss €634k
- FY25 unaudited: Rev €34.4M (+10.8%) · Op loss €1.44M · Net loss €1.12M (+77% worse)
- Equity 31/12/25: −€3.83M (Art. 363 dissolution; cure ~€3.91M)
- Intra-group debt: €4.83M (+€2.2M YoY — parent funding losses)
- Off-balance contingent: €182.9M parent guarantees (co-obligor)
Value case — what we are paying for
- 2 DGOJ licences: €2.4–2.7M (Fabrice comp range)
- ~10k player database: €0.5–1.0M (migration churn)
- Time-to-market vs DGOJ de novo: €0.5–1.0M premium
- Melilla tax substrate: ~€0 net NPV (€280k saving ≈ €275k substance cost)
- Fair value €3.4–4.7M — current ask sits at the top
Three scenarios — total cost of investment
| Scenario | Net cash | Time | Contingent |
|---|---|---|---|
| S1 · Acquisition with cleansing | €5.1M | 3–6 mo | — |
| S2 · Acquisition without cleansing | €14.9M | 3–6 mo | €182.9M |
| S3 · DGOJ de novo (build) | €4.85M | 12–18 mo | — |
Critical risks · top 4
- €182.9M parent guarantees — release letters required from 3 lender groups
- €8.74M cleansing bill if seller refuses intra-group debt + Art. 363 cure
- Melilla regime — no AEAT inspection history confirmed; retroactive tax exposure
- BIN €13M+ tax losses likely forfeited on change of control (~€2.6M shield lost)
Board asks
- Approve NBO at €2.4–2.7M (not the €3.5M ask), conditional on 5 written pre-LOI deliverables
- Approve budget for independent Spanish gaming + tax counsel (~€180k)
- Authorise request for Grupo Orenes consolidated audited accounts (parent credit)
- Pre-approve walk-away to Scenario 3 if seller refuses any CRITICAL mitigation in writing
Why Spain
- Spain's large NDP cap is the biggest reinvestment sink — it adds ~€55m of Y6 EBITDA (recommended plan €127m with Spain vs €72m without). Acquisition is the only route into the market.
Yes.com Board Pre-read · June 202604 / 16
Section A · Background and changes
Management direction · FYI
Denmark: from small to flagship.
At the May board, Denmark looked small on relative profitability. Yes Quiz and exclusive streaming now lift returns above baseline and justify a €5M flagship from January 2027 — launch-to-December 2026 remains a test.
Yes Streaming · exclusive rights
Skip the generic Sportradar / IMG bundle — buy exclusive rights direct from rightsholders, streamed inside the Yes app (unlocked via a 1¢ deposit), each wrapped in a 360° activation: local commentary, podcast preview, ambassador content, CRM, feed and social.
Impact~1,100 NDPs per marquee match (~17 in the launch year); ~€14M net / yr from 2028. A content moat rivals can't copy where bonuses are restricted.
Yes Quiz · daily 20:00 (PrimeTime, whitelabelled)
Same time every day. Lively Tech brings the platform, studio, crew, 10,000+ questions and production discipline; Yes owns the brand, prize pool, host side and show standard.
Impact~2,156 NDPs in 2026 from the 400,000 PrimeTime database, scaling on organic social through 2027. Self-funding in 2026, ~10% better ROI than baseline DK marketing.
May milestones
Brand tracking live — Tracksuit signed, DK tracker launched; always-on brand health + competitor insight with a pre-launch baseline.
Creative agency finalising production scoping — a scalable model powered by an AI-native production agency.
MMP appointed — Adjust selected (contract signed off); clean paid-media attribution from day one.
Design agency presented first Brand Book concepts — team aligned on direction; refinement next.
Measurement stack progressing — Making Science built much of measurement & planning; aligning with product / Goma on timelines.
Yes.com Board Pre-read · June 202605 / 16
Section A · Background and changes
Impact on 2026 funding.
New 2026 costs
Spain DD (~€180K) plus Yes Quiz ~€120K (Q4, DK launch). Exclusive streaming absorbed within the approved budget.
No new capital required
The additional Spain DD (~€180K) and Yes Quiz (~€120K) are covered by existing and planned 2026 capital — no new capital raise is required.
Yes.com Board Pre-read · June 202606 / 16
Section B · Operational status
Licence status across nine markets
AOwner · Alex
Yes.com Board Pre-read · June 202607 / 16
Section B · Operational status
Financial update.
DOwner · Dorianne
Financial update is being finalised and will be sent on Thursday, 4th of June
Yes.com Board Pre-read · June 202608 / 16
Section B · Operational status
Latest hiring plan
GOwner · Georgi
This month: Customer Operations leader (Director of Customer Operations) identified, and adding a role (HR/Finance Analyst) to supplement the corporate team.
Hired or actively hiring
| Role | Location | Start |
|---|---|---|
| Co-CEO | London | Oct 2025 |
| Co-CEO | London | Oct 2025 |
| CTO | London | Nov 2025 |
| CMO | London | Dec 2025 |
| Director Legal & Compliance | Malta | Dec 2025 |
| Director Fraud, Risk & Payments | Malta | Jan 2026 |
| Data Engineer | London | Jan 2026 |
| CFO | Malta | Feb 2026 |
| Director Analytics & Performance | London | Feb 2026 |
| Head of CRM | Remote | Feb 2026 |
| Principal Engineer | London | Mar 2026 |
| Marketing Performance Lead | London | Mar 2026 |
| Creative Director | London | Mar 2026 |
| HR Manager UK | London | Apr 2026 |
| Payments, Fraud & Risk Prod Mgr | Malta | Apr 2026 |
| Accountant | Malta | Apr 2026 |
| Compliance Officer | Malta | May 2026 |
| Automation QA Engineer | London/Remote | Jun 2026 |
| Graduate Software Engineer | London | Jun 2026 |
| Product Operations Manager | London/Remote | Jul 2026 |
| Head of Gamification | London | Aug 2026 |
| Director of Customer Operations | Malta | Hired · TBD |
Hiring not started
| Role | Location | Start |
|---|---|---|
| Marketing Planning Manager | London/Remote | Apr 2026 |
| Head of Product | London/Remote | Jun 2026 |
| Denmark Content Manager | London/Remote | Jun 2026 |
| DevOps | London/Remote | Jun 2026 |
| AML Officer | Malta | Jun 2026 |
| iOS Developer | London/Remote | Jun 2026 |
| Android Developer | London/Remote | Jun 2026 |
| Senior UX | London/Remote | Jun 2026 |
| Go To Market Manager | London/Remote | Jul 2026 |
| Test Engineer | London/Remote | Jul 2026 |
| Fraud Analyst | Malta | Jul 2026 |
| Product Manager | London/Remote | Jul 2026 |
| MLRO | Malta | Jul 2026 |
| RG Officer | Malta | Jul 2026 |
| HR/Finance Analyst | Malta | Aug 2026 |
| QA Engineer | London/Remote | Aug 2026 |
| iOS Developer | London/Remote | Aug 2026 |
| Fullstack Developer | London/Remote | Aug 2026 |
| Backend Developer | London/Remote | Aug 2026 |
| Romania Content Manager | London/Remote | Jan 2027 |
| iOS Developer | London/Remote | Mar 2027 |
| Finland Content Manager | London/Remote | May 2027 |
| South Africa Content Manager | London/Remote | Oct 2027 |
| Portugal Content Manager | London/Remote | Oct 2028 |
Contingency
| Role | Location | Start |
|---|---|---|
| Head Mktg Automation | London/Remote | Jun 2026 |
| Customer Services Team Lead | Malta | Jun 2026 |
| HC | Cost 2026 | Annual | |
|---|---|---|---|
| Hired or actively hiring | 22 | €3.0M | €4.0M |
| Hiring not started | 24 | €1.2M | €2.7M |
| Contingency | 2 | €0.1M | €0.1M |
| Total | 48 | €4.3M | €6.8M |
Source: latest P&L model (tracker) — 2026 = Σ col W, annual = Σ col M (EUR), NOK FX 0.092. Excludes 6 customer-service agents. Figures may not sum due to rounding.
Hired
Actively hiring · June
Later 2026
2027
Contingency
Yes.com Board Pre-read · June 202609 / 16
Section B · Operational status
Integration update.
DOwner · Durgesh
- Denmark lab testing underway — must-have journeys ready to test
- DGA actively reviewing; no outstanding requests at present (Annex A confirmed satisfactory). Tech package submitting 5 June. Grant expected within 4 to 6 weeks, supporting the August go-live. Residual risk: further annex queries or the Danish summer slowdown could push grant out and move go-live by one month.
- DGA license expected to be granted in July
- EveryMatrix and Yes UAT and vendor KYC expected to complete by mid-August
- Current expected launch date: 21 August 2026 (base case)
- Biggest risk to the date is development, currently running slightly behind — a slip would move go-live to early September.
- CRM
- Platform access granted; extended integration underway
- Yes.com team working with WonderMatrix on Optimove integration and future WonderMatrix capabilities
- Customer Service / Operations
- Setup underway; Yes.com team supporting the EM team on Intercom use-case enablement and CS operational setup
- Workshop held; agreed with the EveryMatrix product team to develop a Mission Control — a queue-management system for customer operations, including:
- Responsible-gambling de-risking
- AML — e.g. false positives, investigations
- Customer complaints, etc.
- Front-end development
- Aligned with Goma leadership and agreed a cooperative development plan forward — details to be ironed out this week.
- Expected to enable in-house development alongside Goma and increase speed to market.
- Pending integrations
- Intercom
- MindwayAI
Yes.com Board Pre-read · June 202610 / 16
Section B · Operational status
Customer service plan
GOwner · Georgi
Model — AI-first, run by WonderMatrix
WonderMatrix (EveryMatrix's CS / ops arm) runs Yes customer service. AI-first deflection via Intercom + Fin AI agent, human agents for escalation.
A "Mission Control" layer — agreed with the EveryMatrix product team to develop — gives agents one view across UBO, MoneyMatrix, GamMatrix, Intercom, Mindway, SEON and ShuftiPro, storing no PII (UBO stays system of record).
A "Mission Control" layer — agreed with the EveryMatrix product team to develop — gives agents one view across UBO, MoneyMatrix, GamMatrix, Intercom, Mindway, SEON and ShuftiPro, storing no PII (UBO stays system of record).
Coverage
Target ~80% AI deflection. The top three reasons — bonuses, deposits, withdrawals — are ≈60–70% of volume, cut through in-product friction removal. Danish + English at launch.
Team build-out
Training Agent and QA Lead onboarded. Danish-speaking agents accepted, joining June; English agents in screening. Aurelia Alionte (WonderMatrix, Bucharest) leads the people side.
Path to 21 Aug go-live
SOPs ongoing, targeted mid-July; agent procedures end of July; Fin knowledge base from published staging content. Next volume gate January 2027.
On track for 21 August — AI-first model agreed, agents joining from June.
Gating items: the 9 SOPs and Fin content by mid-July, and clean, GDPR / Art. 22-compliant aggregated data out of UBO and vendor tools.
Gating items: the 9 SOPs and Fin content by mid-July, and clean, GDPR / Art. 22-compliant aggregated data out of UBO and vendor tools.
Yes.com Board Pre-read · June 202611 / 16
Section B · Operational status
Our approach to Product — the social-feed mechanic, applied to iGaming.
GOwner · Georgi
Built by Yes · the product pillars
Modern UX feed
Vertical, swipeable home surface — same body memory as TikTok / Reels. No lobby, no category navigation.
Yes Quiz · daily live
20:00 nightly, two local ambassadors, simulcast to TikTok / YouTube and in-app.
AI smart search & voice
Across products, settings and features — eliminates complex navigation.
Live engagement · highlights
Sports highlight clips and live casino streaming embedded in the feed.
Proprietary games
Margin-accretive games we own outright (e.g. Yes Climb), built for the feed.
Casino
Sport
Live
Yes Quiz
Games
One product surface — five experiences.
Principles
Inherited from EveryMatrix
The full casino + sportsbook platform from day one: aggregation, wallet, payments, compliance. We do not rebuild the table stakes.
Marketing-led
Product direction is marketing-driven and crowdsourced internally, with vision set by leadership. We build what marketing knows how to sell, rather than running a classic product-management function. Marketing differentiation (appendix) →
Distributed product ownership
Everyone across marketing operates with a product mindset. Product decisions sit with marketing and leadership by design — not with a single product expert.
Product Operations Manager
A horizontal role that enables those decisions and is accountable for getting the configuration right across the product surface.
Near-term priority
A distinctive launch UI targeted for end-September, alongside in-housing the front-end and managing the transition period. We are now moving full speed ahead and focusing on UI and frontend product development.
Roadmap
2026 · DK launch MVP→
2027 · social engagement & share formats→
more video · highlights & live casino in-feed→
proprietary games (Yes Climb)
Yes.com Board Pre-read · June 202612 / 16
Section B · Operational status
We firmly believe in our product operating model, challenging the traditional Product Manager role and approach.
The typical operator setup
A Casino Manager and a Sportsbook Manager act as the product experts — owning provider relationships, tracking top-performing games and markets, and making the lobby and product-surface calls.
How we do it — distributed, anchored by a Product Operations Manager
We are covering this deliberately differently. Rather than appointing dedicated vertical product experts, we distribute the product mindset across marketing and anchor it with a Product Operations Manager. This role does not own the product decisions — by design, those sit with marketing and leadership. It is the operational backbone that enables everyone to decide well, and is accountable for the right configuration across:
CRM (Optimove)
Lobby & casino merchandising
Sportsbook
MindwayAI RG lines & compliance config
Distributed product ownership
Everyone across marketing operates with a product mindset. Product decisions sit with marketing and leadership by design — not with a single product expert.
Insight & performance layer
The Product Operations Manager also owns market research on available games, performance data on what is converting, and the reporting that lets the team merchandise the shop window from real-time data.
In short
We replace the single product-expert role with a marketing-wide product mindset, held together by a Product Operations Manager accountable for configuration and performance — while product decisions remain with marketing and leadership by design.
Yes.com Board Pre-read · June 202613 / 16
Section C · Ask to board
What we need from the board.
One decision sought — whether to enter due diligence on the Spain (Rfranco) acquisition.
Yes.com Board Pre-read · June 202614 / 16
Appendix
Reinvestment scenarios — Year-6 EBITDA and MOIC by capital and market set.
Recommended · A+ES
€127m Y6 · 12.0×. The current plan with Spain. Spain's large NDP cap is the biggest reinvestment sink — ~+€55m of Y6. Beats B+ES (€113m): UK has the worst ROMI and dilutes.
Upside · D · aggressive capital
€305m Y6 · 18.4× — highest absolute Y6 and best MOIC, but needs €166m raised and all 18 markets. In such scenario we significantly increase the TAM.
Half capital · the C family
At €15m/yr flat, only the 3-market core (DK·RO·FI, no quiz/LS) is viable: €61m raised → €22m Y6, 3.6×. Adding quiz lifts the same core to €94m Y6 (10.0×), but raises capital to €94m (16+49+18+11). Quiz is the best half-capital growth product; livestreaming and both pay less at such scale.
ROMI order (ARPU÷CPA): RO 1.27 · FI 1.23 · DK 1.09 · ES 0.96 · PT 0.86 · CA-AB 0.73 · SE 0.67 · ZA 0.64 · IE 0.61 · UK 0.61. MOIC = Y6 Full EBITDA × 10× exit ÷ total capital raised (Y1+Y2+Y3+Y4). *Below buffer only in the permitted Nov–Dec 2026 launch window. †C-15 dips below buffer Nov/Dec 2027–28 but cash stays positive (min €1.5m).
Yes.com Board Pre-read · June 202615 / 16
Appendix
“
Reflection after the last investor meeting.
Two questions from the last investor meeting deserve a sharper answer:
why do you need the money, and what does it fund.
Under this frame: we do not need new capital to build a profitable business in Denmark and 1 to 2 follow-on markets. We need it if we want to be a €1B+ business in 5 years across 8 to 20 markets.
The capital determines speed and breadth, not viability.
This is a stronger posture. The investor picks their level of ambition.
We are not asking them to fund our survival.
We are asking them to fund the upside trajectory.
Yes.com Board Pre-read · June 202616 / 16