High Roller Technologies, Inc.

NOTE1 — NATURE OF OPERATIONS

High Roller Technologies, Inc. (the “Company” or “High Roller”) was incorporated in Delaware on* December 21, 2021,*with the intent to seek an initial public offering on a United States securities exchange. High Roller is the direct parent company of Ellmount Entertainment Ltd (“Entertainment”). Entertainment, which is based in Malta, has been in operation for over a decade and operated an online gaming business offering casino games to customers worldwide under the domain name ‘casinoroom.com’ under licenses issued by the Malta Gaming Authority and Swedish Gaming Authority.

SUBSIDIARIES OF ENTERTAINMENT

Wowly NV (“Wowly”) is a wholly owned subsidiary of Entertainment. Wowly, which is organized in Curacao, manages certain internet related advertising services on behalf of Entertainment.

Ellmount Support SA (“Support”), which was based in Costa Rica, provided services to Entertainment that are currently being provided by Lunar Ventures Limited (“Ventures”), as described below, prior to its wind down infirst quarter of2024.

Deep Dive Holdings LTD, which is organized in Malta in* September 2024,acts as a holding company for our consolidated Maltese operating and service entities and hasno* operations.

Subsidiaries of Highroller

In* March 2022,*the Company acquired HR Entertainment Ltc (“HR Entertainment”), an entity organized under the laws of British Virgin Islands, which holds a worldwide license to operate the HighRoller.com domain, and HR Entertainment became a wholly-owned subsidiary of the Company.

On* May 30, 2023,*Ventures was incorporated in Malta. The services provided by Ventures principally include customer support, activation, and retention, risk management, payments, and fraud management, Facebook maintenance and telemarketing, and monthly reporting on support transactions.

On* February 15, 2024,Interstellar Entertainment N.V. was incorporated in Curacao for the primary purpose of extending our current Curacao sublicense previously held by our wholly-owned subsidiary HR Entertainment, and to apply for a gaming license directly with the Curacao Gaming Control Board. The Curacao Gaming Control Board has mandated that all applying entities seeking to receive a gaming license must be domiciled in Curacao. In March 2024,Interstellar Entertainment N.V., a wholly owned subsidiary of the Company incorporated in Curacao, applied to obtain a license from the Curacao Gaming Control Board and in July 2024was issued licenseno.* OGL/2024/1042/0564 to operate the highroller.com and fruta.com domains.

Reverse stock split

On* January 16, 2024,the Company’s Board of Directors and shareholders approved a1*-for-3.95689 reverse stock split of the Company’s outstanding common stock, which became effective on* January 16, 2024.Fractional shares, if any, were rounded up or down to the nearest whole share, as appropriate. As a result of this reverse split, all share and per share amounts have been retroactively adjusted for the impact of the reverse stock split for all periods presented. The reverse stock split didnot* impact the number of authorized shares of common stock, which remained at 60,000,000 shares, or the authorized shares of preferred stock, which remained at 10,000,000 shares, nor the $0.001 par value of such shares.

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NOTE2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of High Roller Technologies, Inc. and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated upon consolidation.

Risk and Uncertainties

The Company’s business and operations are sensitive to general business and economic conditions worldwide. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets, cash transfer rules and restrictions, and the general condition of the world economy. A host of factors beyond the Company’s control could cause fluctuations in these conditions. Adverse developments in these general business and economic conditions could have a material adverse effect on the Company’s financial condition and the results of its operations.

The Company’s business and operations are also sensitive to continually evolving online gaming regulatory and licensing requirements. In addition, the Company competes with many companies that currently have extensive and well-funded businesses, marketing and sales operations. The Company* maybe unable to compete successfully against these companies. The Company’s industry is characterized by rapid changes in technology and market demands. As a result, the Company’s products, services, or expertise may*become obsolete or unmarketable. The Company’s future success will depend on its ability to adapt to technological advances, anticipate customer and market demands, and enhance its current technology under development.

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Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenue and expenses. Some of those judgments can be subjective and complex, and therefore, actual results could differ materially from those estimates under different assumptions or conditions. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that arenot readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates include those related to assumptions used in accruals for potential legal and other liabilities, realization of intangible assets, share-based compensation, accrued jackpots, the realization of deferred tax assets, and going concern assessment.

Cash and Cash Equivalents, and Restricted Cash

Cash and cash equivalents consist of liquid checking and instant access internet banking accounts with original maturities of90 days or less that are subject to an insignificant risk of change in value. The Company hasnot experienced any losses to date resulting from this policy.

For the year ended* December 31, 2024,*the company recorded an allowance of $171 thousand for balances with certain payment service providers that is considered uncollectible.

Cash and cash equivalents that are legally restricted as to withdrawal or usage are classified as restricted cash in the consolidated balance sheets.

Entertainment and HR Entertainment maintain separate accounts with various intermediary parties to segregate cash that resides in customers’ interactive gaming accounts from cash used in operating activities. Player funds denoted as such by Entertainment at the end of each period are classified as restricted cash. Player funds include cash amounts that reside in players’ interactive gaming withdrawals that were initiated by players but that are still pending at the end of each period, and the value of any bets that are unsettled at the end of each period.

Due from Affiliates

Due from affiliates consists of amounts expected to be collected from certain affiliated companies under common control. Amounts due reflect the revenues recorded by the Company under intra-group services arrangements for maintenance and operations of the iCasino platform on behalf of Interactive. As of* December 31, 2024* and2023, due from affiliates reflected amounts due from Spike Up and Happy Hour Solutions (see Note13). On a periodic basis, the Company evaluates the collectability of amounts due from affiliates and establishes an allowance for amountsnot expected to be collected.No allowance was recorded for the periods presented in the consolidated financial statements.

Deferred Offering Costs

Deferred offering costs consist of payments with respect to pending equity financing transactions, including legal fees. Such costs were deferred and were charged to additional paid-in capital during the year ended* December 31, 2024in conjunction with the completion of the Company’s initial public offering in October 2024.*

Property and Equipment, net

Property and equipment are carried at cost, net of accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful life of the asset. Amortization of leasehold improvements is computed over the shorter of the lease term or estimated useful life of the asset. Additions and improvements are capitalized, while repairs and maintenance are expensed as incurred. Useful lives of each asset class are as follows:

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An item of property and equipment is derecognized upon disposal or whenno future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in general and administrative expenses.

Intangible Assets, Net

Intangible assets with finite useful lives that are acquired are carried at cost less accumulated amortization and accumulated impairment losses. Amortization expense is recognized on a straight-line basis over the estimated useful lives of the intangible assets. The estimated useful lives and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimates being accounted for on a prospective basis.

Impairment of Long-Lived Assets

The Company’s long-lived assets consist of property and equipment, operating lease-right of use assets and indefinite lived assets (i.e. trademarks and domain name).

The Company evaluates long-lived assets for indicators of impairment at least annually or when events or changes in circumstances indicate that their carrying amounts* may**not* be recoverable. The factors that would be considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the long-lived asset is used and the effects of obsolescence, demand, competition and other economic factors. If indicators of impairment are identified, the Company performs an undiscounted cash flow analysis of the long-lived assets. Asset groups are written down only to the extent that their carrying value is lower than their respective fair value. Fair values of the asset group are determined by discounting the cash flows at a rate that approximates the cost of capital of a market participant.

Indefinite-lived intangible assets consist of trademarks and domain name. Indefinite-lived intangible assets arenot amortized; rather they are tested for impairment at least annually, or more frequently if adverse events or changes in circumstances indicate that the carrying value* may**not* be recoverable. In addition, management evaluates whether events and circumstances continue to support an indefinite useful life. Impairment tests are performed, at a minimum, in thefourth quarter of each year.

To test indefinite-lived intangible assets for impairment, the Companyfirst assesses the qualitative factors to determine whether it is more likely thannot that the fair value of the indefinite-lived intangible asset is less than its carrying amount as a basis for determining whether it is necessary to perform a quantitative impairment test. If the Company determines that it is more likely thannot that the fair value of an indefinite-lived intangible asset is less than its carrying amount, then the quantitative impairment test is performed. The qualitative assessment requires the consideration of factors such as recent market transactions, macroeconomic conditions, and changes in projected future cash flows. The quantitative assessment compares the fair value of an indefinite-lived intangible asset to its carrying amount. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized for the excess. Fair values of indefinite-lived intangible assets are determined based on discounted cash flows.

The Company conducted an impairment analysis with respect to the casino room trademarks and HighRoller domain names at* December 31, 2024which concluded that the fair value, determined using a discounted cash flow analysis, substantially exceed their carrying value, and thus they werenot* impaired. Projected cash flows included an estimated commission fee for referring a player who opens an account with a deposit to an online gaming site, as well as future revenue sharing agreements for those customers based upon net gaming revenue over an estimated gaming period ranging from approximately5 months to12 months. The Company didnot have any impairment of indefinite-lived intangible assets during the year ended* December 31, 2024.*

The Company didnot record any impairment for indefinite-lived intangible assets for the year ended* December 31, 2023.*

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Player Liabilities

The Company records liabilities for customer account balances, which consist of customer deposits, plus customer winning bets, less customer losing bets and customer withdrawals. The Company includes accrued jackpots within player liabilities on the accompanying consolidated balance sheets. The Company’s restricted cash balance equals or exceeds the cash portion of the Company’s player liabilities account.

Due to Affiliates

Due to affiliates consists of amounts owed by the Company to certain of its related parties and affiliates. Amounts due to affiliates* may*include payment for services provided to the Company by employees of the related party or affiliate, or reimbursement of amounts paid by the related party or affiliate on the Company’s behalf.

Revenue Recognition: Gaming Revenue

The Company records revenue in accordance with the provisions of Accounting Standards Codification (“ASC”) Topic606, Revenue from Contracts with Customers(“ASC606”). Revenue is recognized when a game is completed, a winner is definitive, and the player has lost their wager. These wagers were passed on to the Company and revenue is recognized at that point in time. The Company recognizes revenue based on the following conditions:

Existence of a Contract with the Customer

The Company has concluded that an implied contract between the player and the Company is enforceable when the player places a wager. At that point in time, the Company has agreed to fulfill its obligations to the player, and it is probable that the Company will collect substantially all of the consideration to which it is entitled.

Performance Obligation

The performance obligation arises when a player decides to place a wager. A wager is defined as any form of real money wager, which in turn grants that player a chance to earn higher returns.

Determining the Transaction Price

The transaction price is the amount to which a player expects to be entitled in exchange for its share of the performance obligations. In this case, the transaction price would be the wager placed by the player.

Allocating the Transaction Price to the Performance Obligations

There is onlyone performance obligation. Therefore, the transaction price is allocated100% to the single performance obligation.

Recognize the Revenue

Revenue is recognized at the time a placed wager is lost as the performance obligation is met.

Contract liabilities represent the differences in the timing of revenue recognition from the receipt of cash from the Company’s customers and billings to those customers.

Gaming revenue typically include the full suite of games available online, such as blackjack, roulette and slot machines. For these offerings, the Company generates revenue through hold, or gross winnings, as customers play against the house. Revenue is generated based on total customer bets less amounts paid to customers for winning bets, less other incentives awarded to customers, plus or minus the change in the progressive jackpot reserve, thus on a net basis. Revenue attributable to gaming transactions in which the Company assumes an open position against the player are reported net after deductions for player winnings.

Gaming taxes are determined on a jurisdiction-by-jurisdiction basis. The Company incurs payment processing costs on customer deposits and occasionally chargebacks (i.e., when a payment processor contractually disallows customer deposits in the normal course of business).

Intra-Group Service Arrangement

The Company also performed certain intra-group services related to management services for Interactive. The Company didnot control the contractual services and therefore recorded the services as net revenue over time during the period of performance as the customer simultaneously receives and consumes the benefits from the services provided.

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Fair Value Measurements

The Company applies ASC820, Fair Value Measurement (“ASC820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

The valuation hierarchy is composed ofthree levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below:

Level1 - Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

Level2 - Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level3 - Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little orno market data exists for the assets or liabilities.

Fair Value of Financial Instruments

Financial instruments consist of cash and cash equivalents, restricted cash, accounts payable, accrued expenses and player liabilities. The Company determines the estimated fair value of such financial instruments presented in these consolidated financial statements using available market information and appropriate methodologies. These financial instruments are stated at their respective historical carrying amounts, which approximate fair value due to their short-term nature.

Leases

The Company accounts for leases in accordance with ASC842**, Leases, under which arrangements meeting the definition of a lease are classified as operating or finance leases and are recorded on the consolidated balance sheets as both a right-of-use asset and a lease liability.

The Company elected to apply the practical expedient that allows for the combination of lease and non-lease components for all asset classes. The lease classification evaluation begins at the lease commencement date. The lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain.

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For leases with an initial term greater than12 months, a related lease liability is recorded on the balance sheet at the present value of future payments discounted at the estimated fully collateralized incremental borrowing rate (discount rate) corresponding with the lease term. In addition, a right-of-use asset is recorded as the initial amount of the lease liability, plus any lease payments made to the lessor before or at the lease commencement date and any initial direct costs incurred, less any tenant improvement allowance incentives received. Tenant incentives are amortized through the right-of-use asset as a reduction of rent expense over the lease term. The difference between the minimum rents paid and the straight-line rent is reflected within the associated right-of-use asset. Certain leases contain provisions that require variable payments consisting of common area maintenance costs (variable lease cost). Variable lease costs are expensed as incurred.

As the interest rate implicit in the lease isnot readily determinable, the Company uses its incremental borrowing rate corresponding with the lease term. As the Company doesnot have any outstanding debt, this rate is determined based on prevailing market conditions and comparable company and credit analysis. The incremental borrowing rate is reassessed if there is a change to the lease term or if a modification occurs and it isnot accounted for as a separate contract.

Direct Operating Costs

Direct costs primarily consist of revenue share and market access fees, platform fees, gaming taxes and payment processing fees and charge backs. Revenue share and market access fees consist primarily of amounts paid to local partners.

Advertising and Promotions Costs

Advertising and promotion costs consist primarily of costs incurred with respect to the marketing of the Company’s products and services via different channels, promotional activities and the related costs incurred to acquire new customers. These costs also include salaries, bonuses, benefits and share-based compensation for dedicated personnel and are expensed as incurred.

General and Administrative Costs

General and administrative expenses consist primarily of administrative personnel costs, including salaries, bonuses and benefits, share-based compensation expenses, professional services related to legal, securities and tax compliance, accounting, auditing and consulting services, rent and other premises costs, and insurance. Foreign currency (gains) and losses arising from transactions denominated in currencies other than the functional currency are also included within general and administrative expenses.

Capitalized Internal-Use Software Costs

Costs related to software acquired, developed, or modified solely to meet the Company’s internal requirements, including tools that enable the Company’s employees to interact with members and their providers, withno substantive plans to market such software at the time of development, are capitalized. Costs incurred during the preliminary planning and evaluation stage of the project and during the post-implementation operational stage are expensed as incurred. Costs related to minor upgrades, minor enhancements, and maintenance activities are expensed as incurred. Costs incurred during the application development stage of the project and costs related to major upgrades or enhancements are capitalized. Internal-use software is included in intangible assets and is amortized on a straight-line basis over 3 years.

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Share-Based Compensation

The Company records share-based compensation in accordance with ASC718, Compensation-Stock Compensation(“ASC718”), and recognizes share-based compensation expense in the period in which a grantee is required to provide service, which is generally over the vesting period of the individual share-based payment award. Compensation expense for awards with performance conditions isnot recognized until it is probable that the performance target will be achieved. Compensation expense for awards is recognized over the requisite service period on a straight-line basis. The Company accounts for forfeitures as they occur.

The Company classifies unit awards as either an equity award or a liability award depending on whether the award contains certain repurchase provisions. Equity-classified awards are valued as of the grant date based upon the price of the underlying unit or share and a number of assumptions, including volatility, performance period, risk-free interest rate and expected dividends. Liability-classified awards are valued at fair value at each reporting date.

Income Taxes

The Company complies with the accounting and reporting requirements of ASC740, Income Taxes (“ASC740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances in respect of deferred tax assets are provided for, if necessary, to reduce deferred tax assets to amounts more likely thannot to be realized. As of* December 31, 2024* and2023, the Company had recorded a full valuation allowance on its deferred tax assets.

ASC740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense.

Net Loss Per Share

The Company computes net loss per share in accordance with ASC260, Earnings per Share (“ASC260”). ASC260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the consolidated statement of operations. Basic EPS is computed by dividing net loss available to common stockholders by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

As of* December 31, 2024* and2023, the Company had 1,295,840 and 221,449 potentially dilutive common shares outstanding, respectively. The additional securities are excluded from the dilutive earnings per share calculation as of* December 31, 2024* and2023, because the effect would have been anti-dilutive. The additional securities excluded from the dilutive earnings per share calculation because their effect would have been anti-dilutive are as follows:

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Foreign Currency and Foreign Exchange Risk

The consolidated financial statements are presented in United States Dollars ($), which is the Company’s reporting currency.

Foreign currency exchange risk is the risk that the Company’s results of operations and/or financial condition could be impacted by unfavorable changes in exchange rates. The Company has transactions denominated in currencies other than the U.S. Dollar, principally the Euro but also other foreign currencies including Norwegian Krone, New Zealand Dollar and Canadian Dollar, that expose the Company’s operations to risk from the effects of exchange rate movements. Such movements* mayimpact future revenues, expenses, and cash flows. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining other comprehensive income. Changes in the value of the Company’s cash balance due to fluctuations in foreign exchange rate are presented on the consolidated statements of cash flows as effect of foreign exchange rate changes on cash and cash equivalents, and restricted cash. As of December 31, 2024* and2023,33% and 97%, respectively, of the Company’s cash and cash equivalents, and restricted cash reside in bank accounts located outside of the United States. The Company’s primary foreign currency exchange risk occurs between the time when other foreign currencies are exchanged for wagering on the Platform, and when those funds are settled to the Company in Euro. In addition, gains and losses related to translating certain cash balances from the Euro to the U.S. Dollar, as well as payable balances also impact net income. As the Company’s foreign operations expand, results* maybe impacted further by fluctuations in the exchange rates of the currencies in which the Company does business. The Company hasnot* used any derivative financial instruments to manage its foreign currency exchange risk exposure. In most of the Company’s operations, the Company transacts primarily in the Euro, including wagered amounts, net revenue, revenue share, and employee-related compensation costs. Operating arrangements with payment service providers who convert player funds to the Euro from other currencies, for example the Canadian Dollar, could further negatively impact foreign currency exchange risk if the exchange spot rates used are unfavorable as compared to European Central Bank exchange rates. Foreign currency gains and losses arising from transactions denominated in currencies other than the functional currency are included in net loss and are included within general and administrative expenses. For the years ended* December 31, 2024* and2023, the Company incurred foreign currency transaction losses of $1.1 million and $2.0 million, respectively. While we expect these losses to persist into2025, we continue to manage and negotiate contracts with payment providers.

The effects of foreign currency translation adjustments are included in stockholders’ equity (deficit) as a component of accumulated other comprehensive income in the accompanying consolidated balance sheets. Foreign currency fluctuations between the functional and reporting currency can significantly impact the currency translation adjustment component of accumulated other comprehensive income.

Going Concern

The accompanying Consolidated Financial Statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. In accordance with Accounting Standards Codification ("ASC")205-40, Going Concern, the Company’s management has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern withinone year after the date that the Consolidated Financial Statements are issued. When substantial doubt exists under this methodology, the Company's management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about our ability to continue as a going concern. The mitigating effect of its plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented withinone year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern withinone year after the date that the Consolidated Financial Statements are issued.

The Company's history of operating losses and negative operating cash flows initially raised substantial doubt regarding its ability to continue as a going concern. However, based on management's current operating plan, the Company believes its cash on hand and the projected cash generated from operations are sufficient to fund the Company's operations for a period of a least12 months subsequent to the issuance of the accompanying Consolidated Financial Statements and alleviates the conditions that initially raised substantial doubt regarding the Company's ability to continue as a going concern.

Credit Risk

The Company’s credit risk arises from cash and cash equivalents, and restricted cash and deposits with banks and other financial institutions. The Company maintains balances in banks in the United States and outside of the United States, primarily within the European Union. For funds held within the United States, the Federal Deposit Insurance Corporation insures*$250* thousand per depositor per FDIC insured bank. For funds held within the European Union, the European Deposit Insurance Scheme insures*€100* thousand per depositor per bank. The Company has funds in Finland, Cyprus, Lithuania, and Malta that are protected under this scheme. The Company mitigates potential cash risk by diversifying bank accounts with insured banking institutions within the United States and European Union. Furthermore, the Company maintains cash in payment service provider accounts and other such financial institutions that* mayor may**not* be protected under the previously mentioned insurance schemes. The inability to receive funds from certain payment service provider accounts* may*result in a negative impact to operations. The Company mitigates this potential risk by drawing down funds and transferring them to insured bank accounts on a regular basis.

Segment Information

In* November 2023,the Financial Accounting Standards Board (“FASB”) issued ASU2023*-07, Segment Reporting (Topic280), Improvements to Reportable Segment Disclosures (“ASU2023-07”), which is effective for the consolidated financial statements for the reporting period and all interim periods thereafter. The Company adopted ASU2023-07 on* January 1, 2024.In accordance with ASC280,* “Segment Reporting”, the Company hasone operating segment, which focuses on providing an online gaming casino to customers. The Company’s chief operating decision maker (“CODM”) identified as the Company’s Chief Executive Officer, utilizes the consolidated results of operations as a whole when making decisions about allocating resources and assessing the performance of the Company. As a result of the assessment made by the CODM, the Company has onlyone operating segment. See Note17, Segment Reporting.

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Common Stock

The Company accounts for common stock subject to possible conversion in accordance with the guidance in ASC Topic480 -“Distinguishing Liabilities from Equity”. Common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain eventsnot solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified within stockholders’ equity. The Company’s common stock* mayfeature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, shares of common stock subject to possible redemption are presented as temporary equity, adjusted to reflect redemption value (if material), outside of the stockholders’ equity section of the Company’s consolidated balance sheet. The Company didnot* have any potentially redeemable preferred stock as of* December 31, 2024or2023.*

Recent Accounting Pronouncements

In* December 2023,the FASB issued ASU2023*-09, Income Taxes (Topic740), Improvements to Income Tax Disclosures (“ASU2023-09”). The amendments in ASU2023-09 are intended to increase transparency through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. ASU2023-09 is effective for annual periods beginning after* December 15, 2024,with early adoption permitted. The Company is currently evaluating the disclosure impact that ASU2023*-09 * may*have on its financial statement presentation and disclosures.

Management doesnot believe that any other recently issued, butnot yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.

NOTE3 – INITIAL PUBLIC OFFERING

On* October 24, 2024,the Company consummated its Initial Public Offering ("IPO") of 1,250,000 shares of common stock on the NYSE American Exchange, at a price of $8.00 per share, for aggregate gross proceeds of $10.0 million, before deducting underwriting discount and offering expenses of approximately $1.9 million. In addition, the Company has granted the underwriters a45*-day option to purchase up to an additional 187,500 shares of common stock to cover over-allotments at the initial public offering price, less the underwriting discount. Concurrently with the closing of IPO, the Company also issued warrants to purchase up to 62,500 shares of common stock to the representative of the several underwriters and its designees, at an exercise price of $10.00 per share, exercisable beginning on* April 20, 2025and expire on October 22, 2029.*

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NOTE4 – REVENUE

Disaggregated revenue for the years ended* December 31, 2024* and2023 is summarized as follows:

The Company’s revenue by country for those countries with significant revenue for the years ended* December 31, 2024* and2023 is summarized as follows:

As of* December 31, 2024* and2023, the Company hadnot recorded any contract assets or liabilities.

NOTE5 — CASH AND CASH EQUIVALENTS AND RESTRICTED CASH

The following table reconciles cash and cash equivalents, and restricted cash in the consolidated balance sheets to the totals shown on the consolidated statements of cash flows as of* December 31, 2024* and2023:

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The following table presents cash and cash equivalents, and restricted cash held in accounts in each country (translated into USD) as of* December 31, 2024* and2023:

NOTE6 — PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets at* December 31, 2024* and2023 are summarized as follows:

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NOTE7 — INTANGIBLE ASSETS, NET

Intangible assets, net at* December 31, 2024* and2023 are summarized as follows:

Trademarks and domain names haveno amortization as the Company recognizes these identified intangibles assets as having an indefinite useful life. The Company considered various economic and competitive factors, including butnot limited to, the life of trademarks that have been in existence with trademarks generally in the casino industry. The Company expects to generate cash flows from these intangible assets for an indefinite period of time. The Company’s trademarks and domain names are located in Europe. During the year ended* December 31, 2024*, no indicators of impairment have been noted since the analysis performed at year end. During the year ended* December 31, 2023*, the Company acquired the Fruta.com domain for $40 thousand. There wasno impairment during the years ended* December 31, 2024* and2023.

For the year ended* December 31, 2024,the Company capitalized $284 thousand of costs incurred with respect to internal-use software, related to development of enhancements to the functionality of the software placed into service during thefourth* quarter of2023. The customer database was fully amortized in2014, but was still in use through* December 31, 2024.The Company recorded $199 thousand in amortization expense on internal-use software for the year ended December 31, 2024*, which is included in general and administrative expenses in the consolidated statements of operations. The Company’s internal use software is in use in Europe. The Company recorded $35 thousand in amortization expense on internal-use software for the year ended* December 31, 2023*.

As of* December 31, 2024*, the estimated future amortization expense associated with the Company’s finite-lived intangible assets for each of thefive succeeding fiscal years is as follows:

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NOTE8 — PROPERTY AND EQUIPMENT

Property and equipment at* December 31, 2024* and2023 are summarized as follows:

The Company recorded depreciation expense on property and equipment of $44 thousand and$25 thousand for the years ended* December 31, 2024* and2023, respectively, which is included in general and administrative expenses in the consolidated statements of operations.

NOTE9 — ACCRUED EXPENSES

Accrued expenses at* December 31, 2024* and2023 are summarized as follows:

NOTE10 — STOCKHOLDERS’** EQUITY**

The Company is authorized to issue 60,000,000 shares of common stock and 10,000,000 shares of undesignated preferred stock. The common stock and undesignated preferred stock have a par value of $0.001 per share.

The holders of common stock are entitled toone vote per share on any matter submitted to a vote at a meeting of stockholders.

On* October 22, 2024,the Company signed a firm commitment underwriting agreement (“Underwriting Agreement”) with ThinkEquity LLC to sell at the initial closing on October 24, 2024,an aggregate of 1,250,000 shares of common stock, for gross proceeds of $10 million and net proceeds after underwriting commissions and other offering expenses of approximately $8.1 million. In addition, the Company issued 62,500 warrants (“Warrants”) to the underwriter and its assignees to purchase up to 62,500 shares of common stock. The Warrants are exercisable beginning April 20, 2025at an exercise price of $10.00 per share and expire on October 22, 2029.The Company accounted for these warrants as an equity warrant and expensed $250 thousand in the year ended December 31, 2024*in general and administrative expense. The holders of the Warrants have been provided with certain demand and piggy-back registration rights. The Warrants have typical representations, warranties and anti-dilution rights.

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NOTE11 — NET LOSS PER SHARE

The computation of net loss per common share and the weighted average common shares outstanding for the years ended* December 31, 2024* and2023 are summarized as follows:

As of* December 31, 2024* and2023, the Company excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of dilutive net loss per share for the years ended* December 31, 2024* and2023, as their effect would have been anti-dilutive. These additional securities were excluded from the calculation of dilutive net loss per share as follows:

NOTE12 — SHARE-BASED COMPENSATION

The Company adopted its2024 Equity Incentive Plan in* January 2024*to provide equity-based compensation incentives in the form of options, restricted stock unit awards, performance awards, restricted stock awards, stock appreciation rights, and other forms of awards to employees, directors and consultants, including employees and consultants or affiliates, to purchase the Company’s common stock in order to motivate, reward and retain personnel. Upon adoption, an aggregate of 1,700,000 shares of common stock was reserved for grant and issuance pursuant to the equity incentive plan.

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Options

A summary of option activity for the years ended* December 31, 2024* and2023 is presented below:

Options granted during the year ended* December 31, 2024* were valued using the Black-Scholes option-pricing model with the following assumptions. There wereno options granted during the year ended* December 31, 2023*.

The Company estimates its expected volatility by using a combination of historical share price volatilities of similar companies within our industry. The risk-free interest rate assumption is based on observed interest rates for the appropriate term of the Company’s options on a grant date. The expected option term assumption is estimated using the simplified method and is based on the mid-point between vest date and the remaining contractual term of the option, since the Company doesnot have sufficient exercise history to estimate expected term of its historical option awards.

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Share-based compensation related to options is included in the consolidated statements of operations as follows:

Compensation cost related to non-vested option awardsnot yet recognized as of* December 31*,2024 was $2.4 million and will be recognized over the next 2.75 years.

Restricted Stock Units (“RSUs”)

On* March 8, 2023,the Company amended a stock option agreement originally issued on September 1, 2022to purchase 111,198 shares of common stock at the initial public offering price. The amendment issued 111,198 RSUs in lieu of the 111,198 stock options. One-half of the RSUs vest over three years and half of the RSUs vest upon the completion of certain performance milestones. On September 1, 2023,13,900 RSUs vested into shares of common stock, and approximately 1,158 shares will continue to vest on thefirst* day of each month until the end of the vesting period in2026. The Company accounted for the amendment as a modification. The Company determined the modification of the time-based awards to be a Type I: Probable-to-probable modification, under ASC718-20. The Company performed a fair value calculation of the awards immediately before and after the modification, resulting in $54 thousand of incremental cost to be recorded, which will be recognized on a straight-line basis over the remaining requisite service period. The Company determined the modification of the performance-based awards to be a Type IV: Improbable-to-improbable modification, under ASC718-20. The compensation cost related to the performance-based awards after the modification is based on the fair value on the modification date. The fair value of the Milestone Vesting RSUs was determined to be $242 thousand. As of* December 31, 2024there has beenno compensation cost recognized in relation to the Milestone Vesting RSUs. No share-based compensation expense has been recorded related to the performance-based awards as the Company determined it is currentlynot* probable of being achieved.

A summary of RSU activity for the years ended* December 31, 2024* and2023 is presented below:

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The total fair value of RSUs vested during the years ended* December 31, 2024* and2023 was $352 thousand and $235 thousand, respectively.

Stock-based compensation related to RSUs is included in the consolidated statements of operations as follows:

Of the 306,623 RSUs granted during the year ended* December 31, 2024,60,812 were determined to be performance RSUs, of which 30,406 vest upon the Company generating specified net gaming revenue targets for the year ending December 31, 2024and 30,406 vest upon generating specified net gaming revenue targets for the year ending December 31, 2025.As of December 31, 2024,the Company determined it wasnot* probable of these performance conditions being met and thereforeno expense has been recognized. Total compensation cost related to non-vested time-based RSUsnot yet recognized as of* December 31, 2024was approximately$924 thousand which will be recognized on a straight-line basis through the end of the vesting period in2026.* There wasno total compensation cost related to non-vested performance-based RSUsnot yet recognized as of* December 31, 2024.*

Warrants

As of* December 31, 2024*, the Company had the following warrants outstanding:

The $250 thousand expense related to the issuance of the 62,500 warrants was included in general and administrative expense during the years ended* December 31, 2024*. There wasno expense related to the issuance of warrants during the year ended* December 31, 2023*.

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NOTE13 — RELATED PARTY TRANSACTIONS

Services Agreement

The Company had previously entered into an Intra-Group Services Agreement with Interactive, pursuant to which, among other things, the Company and its subsidiaries provided certain specified services to Interactive. In addition, Interactive provides certain services to the Company. Beginning in2022, the Companyno longer provided specified services to Interactive, but Interactive continued to provide specified services to the Company. There also exists an agreement with another affiliate, Spike Up, wherein Spike Up provides marketing and promotion and other operating support for the Company.

For the years ended* December 31, 2024* and2023, the Company generated revenues of $3.6 million and $1.1 million respectively, related to the services performed for Spike Up for the Company, which was included in net revenues in the consolidated statements of operations.

For the years ended* December 31, 2024* and2023, the Company recognized $737 thousand and $1.6 million, respectively, for marketing and other operating costs performed by Spike Up on behalf of the Company, which was included in advertising and promotion in the consolidated statements of operations. For the year ended* December 31, 2024and2023,* the Company also incurred other costs from Spike Up that were included in the consolidated statement of operations, consisting of $621 thousand and $459 thousand included in general and administrative expenses, $2.6 million and $4.2 million included in direct operating costs, and respectively.

For the years ended* December 31, 2024* and2023, the Company recognized an immaterial amount in both periodsfor services performed by Interactive for the Company which was included in general and administrative expenses in the consolidated statements of operations.

Happy Hour Solutions Ltd., a company registered in Cyprus and a subsidiary of Happy Hour Entertainment Holdings Ltd.,one of our principal shareholders, is the holder of an Estonian gaming license, and as of* October 21, 2021*entered into a Services Agreement with HR Entertainment Ltd., a company registered in the British Virgin Islands, whereby Happy Hour Solutions would provide gaming and technical and solutions, as well as hosting and cloud services, customer services, management information systems and other operational services for HR Entertainment. Pending receipt of an Estonian gaming license, for which we intend to apply following close of our public offering, we entered into several agreements with Happy Hour Solutions Ltd., including:

The Happy Hour Solutions Agreements collectively allow HR Entertainment access to additional online gaming revenues. In consideration of these agreements, HR Entertainment pays Happy Hour Solutions consideration of 500 euros per month. Beginning in thefourth quarter of2023, the Company also recognized certain administrative costs performed by certain subsidiaries of Happy Hour Entertainment Holdings. For the years ended* December 31, 2024* and2023, the Company recognized $34 thousand and $22 thousand, respectively, for services performed for the Company by Happy Hour Entertainment Holdings and its wholly owned subsidiaries which was included in general and administrative expenses in the consolidated statements of operations.

As of* March 1, 2022,the Company entered into an agreement with Funnz (formerly known as WKND) to perform various services in connection with the conduct of the Company’s business. For the year ended December 31, 2024*, services totaled $208 thousand, which was included in product and software development expenses in the consolidated statement of operations. For the year ended* December 31, 2023,*services totaled $290 thousand, with $47 thousand included in direct operating, and $54 thousand included in product and software development expenses in the consolidated statement of operations.

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Due From/Due to Affiliates* *

The components of related party balances included in due from affiliates and due to affiliates on the consolidated balance sheets as of* December 31, 2024* and2023 are summarized as follows:

As of* December 31, 2024* and2023, the total amount due to Spike Up includes $1.9 million and $2.7 million, respectively, related to the HighRoller.com domain name purchase (see Note7).

NOTE14 — INCOME TAXES

The Company’s loss before income taxes for the years ended* December 31, 2024* and2023 from domestic and foreign operations are as follows:

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The components of income tax expense for the years ended* December 31, 2024* and2023 are summarized as follows:

Reconciliations of income tax expense computed at the U.S. federal statutory income tax rate of 21% to the recognized income tax expense is summarized as follows:

Deferred Tax Assets and Liabilities

The components of deferred income tax assets and liabilities as of* December 31, 2024* and2023 are summarized as follows:

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The Company regularly reviews its deferred tax assets, including net operating loss carryovers, for recoverability, and a valuation allowance is provided when it is more-likely-than-not that some portion or all of a deferred tax asset* may**not* be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the temporary differences are deductible. In assessing the need for a valuation allowance, the Company makes estimates and assumptions regarding projected future taxable income, its ability to carry back operating losses to prior periods, the reversal of deferred tax liabilities and the implementation of tax planning strategies. Based on the Company’s cumulative earnings history and unpredictable nature of the gaming industry, among other things, the Company has determined it isnot more-likely-than-not to realize existing deferred tax assets and thus has recorded a valuation allowance for High Roller Technologies, Inc, Ellmount Entertainment Ltd, Wowly N.V. Ltd, High Roller Solutions Limited, HR Entertainment Solutions Limited, InterStellar Entertainment N.V, and Deepdive Holdings Ltd. As the Company reassesses these assumptions in the future, changes in forecasted taxable income* mayalter this expectation and may*result in changes to the valuation allowance and the effective tax rate.

The Company has determined that undistributed earnings of its non-U.S. subsidiaries will be reinvested for an indefinite period of time. The Company has both the intent and ability to indefinitely reinvest these earnings. Given its intent to reinvest these earnings for an indefinite period of time, the Company hasnot accrued a tax liability on these earnings. A determination of an unrecognized tax liability related to these earnings isnot practical at this time.

As of* December 31, 2024and2023,* the Company has U.S. federal net operating loss carryforwards of $4.6 million and $2.5 million, respectively, which are available to offset future taxable income and donot expire. U.S. federal net operating loss carryforwards are limited to offsetting80% of taxable income in any given tax year. As of* December 31, 2024and2023,* the Company has foreign net operating loss carryforwards of $15.7 million and $14.0 million, respectively, which are available to offset future foreign taxable income. As of* December 31, 2024,and2023,* the Company’s foreign net operating loss carryforwards of $5.8 million and $2.4 million, respectively, expire at various times from2024 to2034, while the remainder of the Company’s foreign net operating loss carryforwards donot expire. The federal and foreign net operating loss as of* December 31, 2024and2023* are summarized as follows:

The Tax Cuts and Jobs Act of2017 (TCJA) amended Internal Revenue Code (IRC) Section174, requiring taxpayers to capitalize and amortize specified research or experimental (SRE) expenditures from tax years beginning after* December 31, 2021.However, these capitalization requirements only apply to qualified SRE activities as defined under IRC Section174.* The company's2024 activities donot currently qualify as SRE under IRC Section174. As a result, the company hasnot recorded any capitalized SRE costs subject to amortization for the tax year2024.

The Inflation Reduction Act created the Corporate Alternative Minimum Tax (CAMT), which imposes a15% minimum tax on the adjusted financial statement income of large corporations for taxable years beginning after* December 31, 2023.The CAMT generally applies to large corporations with average annual financial statement income exceeding$1* billion. Accordingly, CAMT doesnot apply to High Roller Technologies Inc and foreign subsidiaries for the tax year2024.

Uncertain Tax Positions

The Company evaluates its tax positions and recognizes tax benefits that, more-likely-than-not, will be sustained upon examination based on the technical merits of the position. The Company didnot have any unrecognized tax benefits as of* December 31, 2024* or2023.

NOTE15 — COMMITMENT AND CONTINGENCIES

Legal Claims

The Company operates in an emerging online gaming industry. For internet based online gaming operations, there is uncertainty as to which country’s law ought to be applied, as the internet operations can be linked to several jurisdictions. Legislation concerning online gaming is under investigation in many jurisdictions. The Company monitors the legal situation within the United States, European Union (the “EU”), and any of its key markets to ensure the Company will be in a position to continue operating in those jurisdictions.

In the normal course of business, the Company* maybe subject to claims and litigation. The Company reviews its legal proceedings and claims, regulatory reviews and inspections, and other legal matters on an ongoing basis and follows appropriate accounting guidance when making accrual and disclosure decisions are required. If necessary, the Company establishes accruals for those contingencies when the incurrence of a loss is probable and can be reasonably estimated, and the Company discloses the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued if such disclosure is necessary for the Company’s consolidated financial statements tonot* be misleading. The Company doesnot record an accrual when the likelihood of loss being incurred is probable, but the amount cannot be reasonably estimated, or when the loss is believed to be only reasonably possible or remote, although disclosures are made for material matters as required by ASC450-20, Contingencies.

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For the years ended* December 31, 2024* and2023, the Company had certain pending or threatened legal claims or actions in which there was a probable outcome. Ellmount Entertainment Ltd, a wholly-owned subsidiary of the Company, has litigation pending in Austria and Germany regarding player claims and related legal fees. The Company has provided an appropriate provision for these claims and related fees, which are included in accrued expenses in the consolidated balance sheets at* December 31, 2024* and2023. The Company currently isnot targeting these markets and doesnot anticipate further claims of a similar nature in these markets. The Company is also currently subject to administrative claims initiated by the Czech Ministry of Finance regarding the operation of gambling activities in2018 without a license and has been ordered to pay a fine of approximately $216 thousand, which is under appeal. The Company has provided a full provision for these administrative claims in accrued expenses in the consolidated balance sheets at* December 31, 2024* and2023.

Principal Commitments

The Company’s principal commitments primarily consist of operating lease obligations for office space and finance leases obligations, services agreements, and other contractual commitments. The principal commitments and contingencies are described below.

NOTE16 — LEASES

The Company previously had an operating lease for administrative offices in Malta and Costa Rica, but these leases were terminated in* January 2023and October 2023,*respectively.

In* January 2024,the Company entered into a lease for office space and car parking bays in Malta. The term of the lease is forsix years, although the Company mayterminate the lease at any time after three years. The monthly rent payment for the office is approximately $15 thousand for thefirst* year, with a 3% annual increase.

Right-of-use assets for these administrative office leases as of* December 31, 2024*, and* December 31, 2023*, are summarized as follows:

The Company hasno other material operating or financing leases with terms greater than12 months.

Lease expense for operating leases recorded in the balance sheet is included in operating costs and expenses and is based on the future minimum lease payments recognized on a straight- line basis over the term of the lease plus any variable lease costs. Operating lease expenses, inclusive of short-term and variable lease expenses, included in the Company’s consolidated statements of operations for the years ended* December 31, 2024* and2023, were $232 thousand and $18 thousand, respectively. We have a month to month lease in Las Vegas.

Annual maturities analysis under the Malta lease agreement at* December 31, 2024* is as follows:

Operating lease obligations are based on the net present value of the remaining lease paym ents over the remaining lease term. In determining the present value of lease payments, the Company used its incremental borrowing rate on the date of adoption of ASU2016-02, Leases. As of* December 31, 2024*, the weighted average remaining lease term is 5 years and the weighted average discount rate used to determine the operation lease liability was 4.5%.

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NOTE17 — SEGMENT REPORTING

Management has determined that the Company functions as a single operating segment, and thus reports as a single reportable segment. This determination is based on rules prescribed by GAAP applied to the manner in which management operates the Company. In particular, management assessed the discrete financial information routinely reviewed by the Company’s chief operating decision maker (“CODM”), its Chief Executive Officer, to monitor the Company’s operating performance and support decisions regarding allocation of resources to its operations. Specifically, performance is continuously monitored at the consolidated level as the Company is engaged in essentially the same business, which focuses on providing an online gaming casino to customers. The CODM evaluates the financial performance of the Company primarily by evaluating revenue (as disclosed on the consolidated statements of operations), adjusted EBITDA (a non-GAAP measure), and cash provided by operating activities (as disclosed on the consolidated statements of cash flows) to assess the Company's results and in the determination of allocating resources. The CODM* may*use disaggregated revenue metrics to evaluate game offerings, active user count, and customer retention, among other things. Adjusted EBITDA and cash provided by operating activities are reviewed to assess allocation of resources. The significant expenses reviewed by the CODM are direct operating expenses, advertising and promotion expenses, and general and administrative expenses as presented on the consolidated statements of operations.

Management further determined that, based on their economic similarities, the Company’s operating subsidiaries, representing components, should be aggregated intoone reporting unit for purposes of assessing potential impairment of goodwill in accordance withASC 350 Intangibles - Goodwill and Other. These legal entities represent acquisitions that occurred over time pursuant to the Company’s strategic growth strategy.

NOTE18 — SUBSEQUENT EVENTS

The Company evaluated subsequent events that occurred after the balance sheet date through* March**20*,2025, the date that these consolidated financial statements were available to be issued. Based upon this review, the Company didnot identify any subsequent events that would have required adjustment to or disclosure in the condensed consolidated financial statements.

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