Unternehmenscenter: Nachrichten

Extension and increase of restructuring bridge financing for Marley Spoon SE

• Restructuring bridge financing increased by EUR 3.6 million to up to EUR 11.7 million
• Implementation of the adjusted financing now scheduled for end of March 2027

Luxembourg, 21 October 2026 – Marley Spoon Group SE (ISIN: LU2380748603, “Company”) announces that the Management Board of its German subsidiary, Marley Spoon SE (“MSSE”), today has agreed with Runway Growth Finance on further adjustments to MSSE’s existing financing.
In order to bridge liquidity requirements until the implementation of the adjusted financing, which is intended to fully replace the existing financing and is now scheduled to be implemented by end of March 2027 (previously: late November 2026, see ad hoc notification 2 September 2026), the lenders are increasing the restructuring bridge financing volume from up to EUR 8.1 million to up to EUR 11.7 million, to be credited against the new financing. The availability of the bridge financing remains conditional upon meeting specified restructuring and refinancing milestones, which have been adjusted to the new timetable.

Notifying Person: Peter Lorenz (General Counsel)


Kontakt:
Peter Lorenz, General Counsel
peter.lorenz@marleyspoon.com

MARLEY SPOON GROUP SE REPORTS H1 2026 RESULTS AND GUIDANCE FOR 2026

LUXEMBOURG, 30 September 2026: Marley Spoon Group SE (“Marley Spoon” or the “Company”) reports results for the half-year 2026 (“H1 2026”). Net revenue amounted to €105.6 million (H1 2025: €138.9 million). The contribution margin* reached 36% (H1 2025: 36%). The operating EBITDA margin* was (6)% (H1 2025: 4%) and operating EBITDA* was €(6.8) million (H1 2025: €5.6 million)

This development in results is attributable to the following factors: net revenue declined by 24% year-over-year, which reduced contribution margin in absolute terms by €11.9 million to €38.5 million while the contribution margin ratio remained stable at 36%; marketing expenditure rose to €21.1 million, representing approximately 20% of net revenue compared with approximately 15% in H1 2025; and general and administrative expenses decreased to €30.4 million from €32.4 million. In addition, FreshRealm, the Group’s fulfilment and supply agent for the US segment, filed for reorganisation under Chapter 11 of the US Bankruptcy Code on 27 April 2026, since when Misfits Market, Inc. has acted as the Group’s fulfilment and supply partner for that segment.

For additional details on H1 2026 results, please refer to the Company’s half-year statement, which will be released on 30 September 2026.

In light of these half-year results, the Management Board of the Company reports the

guidance for the financial year 2026 as follows:

• Net Revenue on a constant currency basis is now expected to be in a range between €175 million and €185 million.
• The Company anticipates a contribution margin* 34% to 36%.
• The Company expects an operating EBITDA* between €(21) million and €(17) million.

* As defined in the Annual Report 2025 https://ir.marleyspoongroup.com/publications page 13.

End of Inside Information

Contact: 

Peter Lorenz, General Counsel 

peter.lorenz@marleyspoon.com

Important Notice

This publication may not be published, distributed, or transmitted in the United States, Canada, or Japan. This publication does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the “Securities”) of the Company in the United States, Canada, Japan or any other jurisdiction in which such offer or solicitation is unlawful. The Securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Securities of the Company have not been, and will not be, registered under the Securities Act. The Securities referred to herein may not be offered or sold in Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Canada or Japan subject to certain exceptions. This release may contain forward-looking statements, estimates, opinions and projections with respect to anticipated future performance of the Company (“Forward-Looking Statements”). These Forward-Looking Statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “intends,” “may,” “will” or “should” or, in each case, their negative, or other variations or comparable terminology. These Forward-Looking Statements include all matters that are not historical facts. Forward-Looking Statements are based on the current views, expectations and assumptions of the management of the Company and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-Looking Statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any Forward-Looking Statements included herein only speak as at the date of this release. We undertake no obligation, and do not expect to publicly update, or publicly revise, any of the information, Forward-Looking Statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. We accept no liability whatsoever in respect of the achievement of such Forward-Looking Statements and assumptions.

Luxembourg, 29 September 2026. Marley Spoon Group SE announces global workforce reductions 

 

Marley Spoon Group SE (“Marley Spoon” or the “Company”), a leading global subscription-based meal kit provider, today decided that it will be implementing workforce reductions across all regions and subsidiaries, including Marley Spoon SE, as part of an ongoing strategic initiative aimed at enhancing profitability. This decision is part of the company’s continued efforts to streamline operations and ensure financial sustainability. This step is a simplification of organizational structures and does not represent a strategic withdrawal from these countries or markets.

The restructuring will affect approximately 21% of the total workforce, with the affected countries being Germany, Portugal, the United States, and Australia.  

Contact: 

Peter Lorenz, General Counsel

peter.lorenz@marleyspoon.com

 

Important Notice
This publication may not be published, distributed, or transmitted in the United States, Canada, or Japan. This publication does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the “Securities”) of the Company in the United States, Canada, Japan or any other jurisdiction in which such offer or solicitation is unlawful. The Securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Securities of the Company have not been, and will not be, registered under the Securities Act. The Securities referred to herein may not be offered or sold in Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Canada or Japan subject to certain exceptions. This release may contain forward-looking statements, estimates, opinions and projections with respect to anticipated future performance of the Company (“Forward-Looking Statements”). These Forward-Looking Statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “intends,” “may,” “will” or “should” or, in each case, their negative, or other variations or comparable terminology. These Forward-Looking Statements include all matters that are not historical facts. Forward-Looking Statements are based on the current views, expectations and assumptions of the management of the Company and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-Looking Statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any Forward-Looking Statements included herein only speak as at the date of this release. We undertake no obligation, and do not expect to publicly update, or publicly revise, any of the information, Forward-Looking Statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. We accept no liability whatsoever in respect of the achievement of such Forward-Looking Statements and assumptions.

 

Marley Spoon Group SE vereinbart weitere Restrukturierungs- und Refinanzierungsmaßnahmen für Marley Spoon SE

• Weitere Restrukturierung und Refinanzierung der bestehenden Finanzierung von Marley Spoon SE vereinbart
• Restrukturierungs-Bridge-Finanzierung von bis zu EUR 8,1 Mio.

Luxemburg, 2. September 2026 – Marley Spoon Group SE (ISIN: LU2380748603, „Gesellschaft“) gibt bekannt, dass der Vorstand der deutschen Tochtergesellschaft Marley Spoon SE („MSSE“) heute mit Runway Growth Finance weitere Maßnahmen zur Restrukturierung und Refinanzierung der bestehenden Finanzierung der MSSE vereinbart hat.
Die Anpassungen beinhalten auch die Vorbereitung einer neuen auf einen überarbeiteten Business Plan angepassten Finanzierung, durch welche die bestehende Finanzierung vollständig abgelöst werden soll.
Zur Überbrückung des Liquiditätsbedarfs bis zur Umsetzung der angepassten Finanzierung, welche für Ende November 2026 geplant ist, stellen die Kreditgeber eine auf die neue Finanzierung anzurechnende Restrukturierungs-Bridge-Finanzierung von bis zu EUR 8,1 Mio. bereit. Die Verfügbarkeit der Bridge-Finanzierung ist an die Einhaltung von Restrukturierungs- und Refinanzierungsmeilensteine geknüpft.
Die Anpassung des Business Plans soll Kosteneinsparungen, ein effizienteres Marketing sowie neue länderspezifische lokale Initiativen umfassen.


Kontakt:
Peter Lorenz, General Counsel
peter.lorenz@marleyspoon.com

Ad hoc announcement
pursuant to Article 17 of Regulation (EU) No 596/2014 (Market Abuse Regulation)

Luxembourg, 21. August 2026 – Marley Spoon Group SE (the „Company“, together with its affiliated companies the „MS Group“) announces discussions with Misfits Market, Inc. („Misfits“) about engaging Misfits as its permanent fulfilment and supply agent for the US business of MMM Consumer Brands, Inc. („MMM“), an indirect subsidiary of the Company held through Marley Spoon SE.

These discussions follow the filing of the chapter 11 procedure by Freshrealm, the former fulfillment and supply agent (ad-hoc-notification 28 April 2026). Misfits had already been temporarily engaged by MMM, in order to safeguard continuity of supply for MMM’s US business during the Chapter 11 procedure.


Kontakt:
Peter Lorenz, General Counsel
peter.lorenz@marleyspoon.com

Luxembourg, 7 June 2026 – The Chief Executive Officer (CEO) of Marley Spoon Group SE, Daniel Raab, has stepped down from his position by mutual agreement with the Supervisory Board with effect as of the end of 8 June 2026.
The Supervisory Board has resolved to appoint Dr. Daniel Koch as Interim Chief Executive Officer of Marley Spoon Group SE with effect from 9 June 2026. The Supervisory Board of Marley Spoon SE has likewise resolved to appoint Dr. Daniel Koch as Interim Chief Executive Officer of Marley Spoon SE with effect from 9 June 2026.
The Supervisory Board thanks Daniel Raab for his service and contribution to the company. The Supervisory Board has initiated a structured process to identify a permanent successor.

Kontakt:
Peter Lorenz, General Counsel
peter.lorenz@marleyspoon.com

Luxembourg, 1 June 2026 – The Chairman of the Supervisory Board of Marley Spoon Group SE (the „Company“) (ISIN: LU2380748603), Dr. Stephan Zoll, has informed the Management Board and the Supervisory Board that he will step down from his position as Chairman of the Supervisory Board following the conclusion of the 2026 Annual General Meeting, with the exact effective date to be determined. Dr. Stephan Zoll will continue to serve the Company as a regular member of the Supervisory Board.
The Supervisory Board intends to address the succession as follows:

• New Chairman of the Supervisory Board: Dr. Ralph Kudla, currently a member of the Supervisory Board and Chairman of the Audit Committee, is scheduled to be proposed for election as the new Chairman of the Supervisory Board following the 2026 Annual General Meeting. This appointment is subject to the formal election by the Supervisory Board, which will determine the exact effective date of the transition.
• New Chair of the Audit Committee: Ms. Ingrid Heisserer is proposed for election to the Supervisory Board at the upcoming Annual General Meeting on 29 June 2026. Subject to her successful election by the Annual General Meeting and her subsequent election by the Supervisory Board, it is intended that Ms. Heisserer will take over the chair of the Audit Committee.

In connection with this leadership transition, Dr. Stephan Zoll has also informed the Company of his intention to step down from his position as Chairman of the Supervisory Board of the Company’s 99.5% subsidiary, Marley Spoon SE („MSSE“), later this year, while remaining a regular member of the MSSE Supervisory Board. In this context, it is envisioned that Dr. Ralph Kudla will be proposed for election as the new Chairman of the Supervisory Board of MSSE, and Ms. Ingrid Heisserer will be proposed for election as a member of the Supervisory Board of MSSE at its next Annual General Meeting.


Important Notice
This publication may not be published, distributed, or transmitted in the United States, Canada, or Japan. This publication does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the “Securities”) of the Company in the United States, Canada, Japan or any other jurisdiction in which such offer or solicitation is unlawful. The Securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Securities of the Company have not been, and will not be, registered under the Securities Act. The Securities referred to herein may not be offered or sold in Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Canada or Japan subject to certain exceptions. This release may contain forward-looking statements, estimates, opinions and projections with respect to anticipated future performance of the Company (“Forward-Looking Statements”). These Forward-Looking Statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “intends,” “may,” “will” or “should” or, in each case, their negative, or other variations or comparable terminology. These Forward-Looking Statements include all matters that are not historical facts. Forward-Looking Statements are based on the current views, expectations and assumptions of the management of the Company and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-Looking Statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any Forward-Looking Statements included herein only speak as at the date of this release. We undertake no obligation, and do not expect to publicly update, or publicly revise, any of the information, Forward-Looking Statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. We accept no liability whatsoever in respect of the achievement of such Forward-Looking Statements and assumptions.


Kontakt:
Peter Lorenz, General Counsel
peter.lorenz@marleyspoon.com

Luxembourg, 30 April 2026 – The Management Board of Marley Spoon Group SE (ISIN: LU2380748603, the „Company“) has determined, during the finalization of the stand-alone annual financial statements prepared under Luxembourg GAAP for the 2025 financial year, that the Company’s net assets have fallen below one-half of its subscribed share capital.

Pursuant to Article 480-2 of the Luxembourg Law of 10 August 1915 on commercial companies, the Company is required to submit the question of its possible dissolution to a vote by the shareholders. The Management Board has decided to include this item on the agenda of the Annual General Meeting (AGM) which will take place on or before 30 June, 2026.

In accordance with the law, the Management Board will issue a special report setting out the causes of the financial situation and the measures taken or proposed to remedy it. In this report and at the AGM, the Management Board will explicitly recommend the continuation of the Company’s activities.

The full convening notice for the AGM and the special report will be made available to shareholders within the statutory notice periods.

Important Notice
This publication may not be published, distributed, or transmitted in the United States, Canada, or Japan. This publication does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the “Securities”) of the Company in the United States, Canada, Japan or any other jurisdiction in which such offer or solicitation is unlawful. The Securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Securities of the Company have not been, and will not be, registered under the Securities Act. The Securities referred to herein may not be offered or sold in Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Canada or Japan subject to certain exceptions. This release may contain forward-looking statements, estimates, opinions and projections with respect to anticipated future performance of the Company (“Forward-Looking Statements”). These Forward-Looking Statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “intends,” “may,” “will” or “should” or, in each case, their negative, or other variations or comparable terminology. These Forward-Looking Statements include all matters that are not historical facts. Forward-Looking Statements are based on the current views, expectations and assumptions of the management of the Company and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-Looking Statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any Forward-Looking Statements included herein only speak as at the date of this release. We undertake no obligation, and do not expect to publicly update, or publicly revise, any of the information, Forward-Looking Statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. We accept no liability whatsoever in respect of the achievement of such Forward-Looking Statements and assumptions.


Kontakt:
Peter Lorenz, General Counsel
peter.lorenz@marleyspoon.com

Luxembourg, 28 April 2026 – Marley Spoon Group SE (the „Company„, together with its affiliated companies the „MS Group„) hereby publishes the following ad hoc announcement:

FreshRealm, Inc. („FreshRealm„), a significant business partner of the MS Group’s US operations, providing food manufacturing and fulfilment services to Marley Spoon SE („MSSE„), a 99.5%-owned subsidiary of the Company has filed for protection under Chapter 11 of the United States Bankruptcy Code (the „Chapter 11-Filing„). The Chapter 11-Filing follows a restructuring process initiated by FreshRealm.

Based on the information available to the Company, no service interruptions are to be expected for the time being. The Company’s management board is of the view that the Chapter 11-Filing and its potential consequences for the MS Group’s US business operations may have a significant adverse impact on the revenue, earnings and financial position of the MS Group, in particular with respect to its US operations.

The Company and MSSE are currently assessing the full extent of the financial and operational impact of the Chapter 11-Filing on the MS Group and the strategic options available to the MS Group and will keep the capital market informed of any material developments as and when required under applicable law.


Important Notice
This publication may not be published, distributed, or transmitted in the United States, Canada, or Japan. This publication does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the “Securities”) of the Company in the United States, Canada, Japan or any other jurisdiction in which such offer or solicitation is unlawful. The Securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Securities of the Company have not been, and will not be, registered under the Securities Act. The Securities referred to herein may not be offered or sold in Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Canada or Japan subject to certain exceptions. This release may contain forward-looking statements, estimates, opinions and projections with respect to anticipated future performance of the Company (“Forward-Looking Statements”). These Forward-Looking Statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “intends,” “may,” “will” or “should” or, in each case, their negative, or other variations or comparable terminology. These Forward-Looking Statements include all matters that are not historical facts. Forward-Looking Statements are based on the current views, expectations and assumptions of the management of the Company and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-Looking Statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any Forward-Looking Statements included herein only speak as at the date of this release. We undertake no obligation, and do not expect to publicly update, or publicly revise, any of the information, Forward-Looking Statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. We accept no liability whatsoever in respect of the achievement of such Forward-Looking Statements and assumptions.


Kontakt:
Peter Lorenz, General Counsel
peter.lorenz@marleyspoon.com

Luxembourg, 24 April 2026 – Marley Spoon Group SE (the “Company”, together with its affiliated companies the “MS Group”) hereby publishes the following ad hoc announcement:

With reference to the ad hoc announcement of 12 December 2025 regarding the financial restructuring of Marley Spoon SE („MSSE„), a 99.5%-owned subsidiary of the Company, the Company hereby announces that the financing transaction announced on 12 December 2025 has been completed. The financing documentation with Runway Growth Finance Corp. and Runway Growth Finance L.P. (the “Lenders”) has been finalised and signed. Due to an increased financing need of the MS Group resulting from adverse market conditions, the financing amounts have been increased compared to the amounts set out in the ad hoc announcement of 12 December 2025. In particular, the loan to MSSE has been increased to an amount of approx. EUR 45.5 million (previously: approx. EUR 35.1 million). At the same time, the non-subordinated loan amount has increased from EUR 8.2 million to EUR 15.0 million. The Company expects no material changes to the amount subject to the qualified subordination declared by the Lenders. The remaining key terms of the financing transaction, including the Lenders‘ conversion rights, the simplified capital reduction at MSSE, the warrant granted to the Lenders and the holding structure, remain as previously announced.

Important Notice
This publication may not be published, distributed, or transmitted in the United States, Canada, or Japan. This publication does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the “Securities”) of the Company in the United States, Canada, Japan or any other jurisdiction in which such offer or solicitation is unlawful. The Securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Securities of the Company have not been, and will not be, registered under the Securities Act. The Securities referred to herein may not be offered or sold in Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Canada or Japan subject to certain exceptions. This release may contain forward-looking statements, estimates, opinions and projections with respect to anticipated future performance of the Company (“Forward-Looking Statements”). These Forward-Looking Statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “intends,” “may,” “will” or “should” or, in each case, their negative, or other variations or comparable terminology. These Forward-Looking Statements include all matters that are not historical facts. Forward-Looking Statements are based on the current views, expectations and assumptions of the management of the Company and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-Looking Statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any Forward-Looking Statements included herein only speak as at the date of this release. We undertake no obligation, and do not expect to publicly update, or publicly revise, any of the information, Forward-Looking Statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. We accept no liability whatsoever in respect of the achievement of such Forward-Looking Statements and assumptions.


Kontakt:
Peter Lorenz, General Counsel
peter.lorenz@marleyspoon.com

Hiermit gibt die Marley Spoon Group SE bekannt, dass folgende Finanzberichte veröffentlicht werden:

Berichtsart: Jahresfinanzbericht

Sprache: Deutsch
Veröffentlichungsdatum: 30.04.2026
Ort: https://ir.marleyspoongroup.com/de/publikationen

Sprache: Englisch
Veröffentlichungsdatum: 30.04.2026
Ort: https://ir.marleyspoongroup.com/publications

Berichtsart: Konzern-Jahresfinanzbericht

Sprache: Deutsch
Veröffentlichungsdatum: 30.04.2026
Ort: https://ir.marleyspoongroup.com/de/publikationen

Sprache: Englisch
Veröffentlichungsdatum: 30.04.2026
Ort: https://ir.marleyspoongroup.com/publications

NOT FOR DISTRIBUTION, PUBLICATION, OR FORWARDING, EITHER DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS PUBLICATION.

Marley Spoon Group SE: CEO Daniel Raab Re-appointed and Contract to be Extended until June 2029
 
Luxembourg, 22 December 2025 – The Supervisory Board of Marley Spoon Group SE (ISIN: LU2380748603, the „Company„) resolved today to re-appoint Mr. Daniel Raab as CEO of the Company effective as of January 1, 2026 for a term until June 30, 2029 (the “Re-appointment Term”). Mr. Raab, who was originally appointed until June 27, 2027 and whose contract was set to expire on September 30, 2026, will continue in the role as CEO of the Company as well as the German subsidiary of the Company, Marley Spoon SE, for the Re-appointment Term.

Important Notice
This publication may not be published, distributed, or transmitted in the United States, Canada, or Japan. This publication does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the “Securities”) of the Company in the United States, Canada, Japan or any other jurisdiction in which such offer or solicitation is unlawful. The Securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Securities of the Company have not been, and will not be, registered under the Securities Act. The Securities referred to herein may not be offered or sold in Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Canada or Japan subject to certain exceptions. This release may contain forward-looking statements, estimates, opinions and projections with respect to anticipated future performance of the Company (“Forward-Looking Statements”). These Forward-Looking Statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “intends,” “may,” “will” or “should” or, in each case, their negative, or other variations or comparable terminology. These Forward-Looking Statements include all matters that are not historical facts. Forward-Looking Statements are based on the current views, expectations and assumptions of the management of the Company and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-Looking Statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any Forward-Looking Statements included herein only speak as at the date of this release. We undertake no obligation, and do not expect to publicly update, or publicly revise, any of the information, Forward-Looking Statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. We accept no liability whatsoever in respect of the achievement of such Forward-Looking Statements and assumptions.


Kontakt:
Peter Lorenz, General Counsel
peter.lorenz@marleyspoon.com

NOT FOR DISTRIBUTION, PUBLICATION, OR FORWARDING, EITHER DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS PUBLICATION.


Marley Spoon Group SE announces measures for the financial restructuring of its German subsidiary Marley Spoon SE

• Increase and extension of the loan from Runway Growth Finance until 31 December 2030 with the vast majority of the loan (including interest) being subordinated
• Lenders are granted the right to convert the loan in whole or in part into shares of Marley Spoon SE, whereby the conversion right in respect of the subordinated loan amount may be exercised only once and is capped
• Shares in Marley Spoon SE to be held through two holding companies
• Simplified capital reduction planned at Marley Spoon SE to offset losses

Luxembourg, 12 December 2025 – Marley Spoon Group SE (ISIN: LU2380748603, “Company”, together with its group companies “MS Group”), a leading global subscription-based meal kit provider, announces that the negotiations with stakeholders on necessary financial contributions for the financial restructuring of its German subsidiary Marley Spoon SE, based in Berlin, Germany (“MSSE”), have been finalised. The Company holds 99.5% of the shares in MSSE. The investment in MSSE is a material asset of the Company and MSSE plays a central role in the MS Group. The implementation of MSSE’s financial restructuring is a key factor in the Company’s ongoing efforts to ensure financial sustainability and enables investments in its profitable growth.

The resolved financial restructuring of MSSE includes the following measures in particular: The term of the existing loan to MSSE as borrower and Runway Growth Finance Corp. and Runway Growth Finance L.P. (collectively “Lenders”) has been extended until 31 December 2030 and increased by an amount of approx. EUR 35.1 million (“Loan”). The Lenders have declared a qualified subordination in the amount of approx. EUR 103.1 million (including accrued interest) plus future interest. Furthermore, the Lenders are granted the right to convert the Loan wholly or partially into shares of Marley Spoon SE.

The Lenders shall have the right to contribute the Loan to MSSE in exchange for the issue of (ordinary) shares of MSSE as part of a capital increase in kind. The Lenders‘ participation in MSSE as a result of a possible conversion of the subordinated part of the Loan may not exceed 80%; this right may be exercised only once. Additionally, the Lenders have the right to convert the part of the Loan which has not been subordinated up to an amount of about EUR 4.0 million. Any excess amounts will be posted to the capital reserve.

In this context, MSSE and the Company are to effect a simplified reduction in the share capital of MSSE from EUR 73,559,137 by EUR 53,943,369.00 to EUR 19,615,768.00. Therefore, MSSE will convene an extraordinary general meeting at short notice to resolve on the simplified capital reduction.
Furthermore, the Company has granted the Lenders the right to acquire shares in Marley Spoon Group SE (warrant) representing 1.00% of the registered share capital.

Finally, the Company is required to implement a structure required for US-based lenders. The Company will form two holding companies and contribute its shares in MSSE to one of those entities. These structural changes at Company level are intended to give the Lenders a simplified access to the secured shares in MSSE in the event of an enforcement scenario.


Important Notice
This publication may not be published, distributed, or transmitted in the United States, Canada, or Japan. This publication does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the “Securities”) of the Company in the United States, Canada, Japan or any other jurisdiction in which such offer or solicitation is unlawful. The Securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Securities of the Company have not been, and will not be, registered under the Securities Act. The Securities referred to herein may not be offered or sold in Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Canada or Japan subject to certain exceptions. This release may contain forward-looking statements, estimates, opinions and projections with respect to anticipated future performance of the Company (“Forward-Looking Statements”). These Forward-Looking Statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “intends,” “may,” “will” or “should” or, in each case, their negative, or other variations or comparable terminology. These Forward-Looking Statements include all matters that are not historical facts. Forward-Looking Statements are based on the current views, expectations and assumptions of the management of the Company and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-Looking Statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any Forward-Looking Statements included herein only speak as at the date of this release. We undertake no obligation, and do not expect to publicly update, or publicly revise, any of the information, Forward-Looking Statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. We accept no liability whatsoever in respect of the achievement of such Forward-Looking Statements and assumptions.
 

Marley Spoon Group SE (“Marley Spoon” or the “Company”), a leading global subscription-based meal kit provider for home cooking, will release the preliminary 2025 Half Year results as well as its quarterly results for the period ending 30th June 2025 on Tuesday, 9th September 2025.

Investors are invited to join a conference call on Tuesday, 9th September 2025, at 13:30 pm (CET) hosted by Marley Spoon CEO, Daniel Raab, and CFO, Thorsten Struck, who will provide an update on the Company’s performance.

To pre-register for the call, please follow this link:

https://www.appairtime.com/event/c57d2bca-1dd5-49b2-9a72-78ecca561744 

About Marley Spoon Group SE

Marley Spoon Group SE is a global direct-to-consumer (DTC) meal solution company. Our Vision is to “Build a better every day, just for you, just right”. We started Marley Spoon in 2014 to help our customers cook for their families and deal with their busy lives. We also felt there should be a more sustainable way to cook at home, reducing food waste that traditional supermarket supply chains generate. Marley Spoon currently operates various brands in three regions: Australia, the United States, and Europe (Austria, Belgium, Germany, and the Netherlands). Our meal-kit brands, Marley Spoon, Martha Stewart & Marley Spoon, and Dinnerly, bring pre-portioned fresh ingredients with tasty and simple recipes and other eating solutions reliably to our customers every week. Our customers just decide what to eat, and when to eat, and leave behind the hassle of grocery shopping. BistroMD is our direct-to-consumer ready-to-heat (RTH) service that offer premium-priced, high-quality, healthy, and nutritious RTH meals and eating solutions for our wellness and health-focused customers.

Marley Spoon Group SE (“Marley Spoon” or the “Company”), a leading global subscription-based meal kit provider for home cooking, will release the audited full year 2024 results and the Non-Financial Report 2024 as well as its quarterly results for the period ending 31 December 2024 on Wednesday, 30 April 2025.

 

Investors are invited to join a conference call on Wednesday, 30 April 2025, at 12:00 pm/noon (CET) hosted by Marley Spoon CEO, Daniel Raab, and CFO, Thorsten Struck, who will provide an update on the Company’s performance.

 

To pre-register for the call, please follow this link:

https://www.appairtime.com/event/9338faed-b249-497d-8945-2ab9856678d7 

 

About Marley Spoon Group SE

Marley Spoon Group SE is a global direct-to-consumer (DTC) meal solution company. Our Vision is to “Build a better every day, just for you, just right”. We started Marley Spoon in 2014 to help our customers cook for their families and deal with their busy lives. We also felt there should be a more sustainable way to cook at home, reducing food waste that traditional supermarket supply chains generate. Marley Spoon currently operates various brands in three regions: Australia, the United States, and Europe (Austria, Belgium, Germany, and the Netherlands). Our meal-kit brands, Marley Spoon, Martha Stewart & Marley Spoon, and Dinnerly, bring pre-portioned fresh ingredients with tasty and simple recipes and other eating solutions reliably to our customers every week. Our customers just decide what to eat, and when to eat, and leave behind the hassle of grocery shopping. Chefgood and bistroMD are our direct-to-consumer ready-to-heat (RTH) services that offer premium-priced, high-quality, healthy, and nutritious RTH meals and eating solutions for our wellness and health-focused customers.

 

Hiermit gibt die Marley Spoon Group SE bekannt, dass folgende Finanzberichte veröffentlicht werden:

Berichtsart: Konzern-Jahresfinanzbericht

Sprache: Deutsch
Veröffentlichungsdatum: 30.04.2025
Ort: http://ir.marleyspoongroup.com/publications

Sprache: Englisch
Veröffentlichungsdatum: 30.04.2025
Ort: http://ir.marleyspoongroup.com/publications

Hiermit gibt die Marley Spoon Group SE bekannt, dass folgende Finanzberichte veröffentlicht werden:

Berichtsart: Jahresfinanzbericht

Sprache: Deutsch
Veröffentlichungsdatum: 30.04.2025
Ort: http://ir.marleyspoongroup.com/publications

Sprache: Englisch
Veröffentlichungsdatum: 30.04.2025
Ort: http://ir.marleyspoongroup.com/publications

Hiermit gibt die Marley Spoon Group SE bekannt, dass folgende Finanzberichte veröffentlicht werden:

Berichtsart: Jahresfinanzbericht

Sprache: Englisch
Veröffentlichungsdatum: 29.04.2025
Ort: https://ir.marleyspoongroup.com/publications

Hiermit gibt die Marley Spoon Group SE bekannt, dass folgende Finanzberichte veröffentlicht werden:

Berichtsart: Konzern-Jahresfinanzbericht

Sprache: Englisch
Veröffentlichungsdatum: 29.04.2025
Ort: https://ir.marleyspoongroup.com/publications