High Roller Technologies, Inc.

Previous wording

You should read the following discussion and analysis of our financial condition and results of operations together with our condensed consolidated financial statements and the related notes thereto and other financial information included elsewhere in this Quarterly Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the “Note Regarding Forward-Looking Statements” and “Risk Factors” sections of this Quarterly Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Current wording

You should read the following management’s discussion and analysis (“MD&A”) in conjunction with the information set forth within the consolidated financial statements and related notes included in this Quarterly Report. Some of the information contained in this MD&A or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the “Forward-Looking Statements" and "Risk Factors" sections of this Quarterly Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following MD&A.

Previous wording

We were incorporated in Delaware in 2021 as a holding company, with the intent to seek an initial public offering on a United States securities exchange. In January 2022 we launched HighRoller.com to deliver more immersive real money gaming experiences for the iCasino market. Prior to our transition to the HighRoller.com Platform we operated our online iCasino activities under the casinoroom.com domain name. We operate an online gaming business offering casino games to customers in various jurisdictions worldwide under the HighRoller.com, Fruta.com, and Kassuuu.com domain names principally utilizing our Curacao license and under our Happy Hour Solutions Agreements accessing revenue generated under the Estonian license. Unless further extended, the Happy Hour Solutions Agreements terminate on the earlier of our receipt of an Estonian license or December 31, 2025.

Current wording

High Roller Technologies, Inc. was incorporated in Delaware in 2021 as a holding company, with the intent to seek an initial public offering on a United States securities exchange. In January 2022 we launched HighRoller.com to deliver more immersive real money gaming experiences for the iCasino market. Prior to our transition to the HighRoller.com Platform we operated our online iCasino activities under the casinoroom.com domain name. We operate an online gaming business offering casino games to customers in various jurisdictions worldwide under the HighRoller.com, Kassuuu.com and fruta.com domain names principally utilizing our Estonian license.

Previous wording

Through our Platform we provide iCasino, or online casino, consisting of the full suite of games available in land-based casinos, such as blackjack, roulette, baccarat, poker, and slot machines. We generate revenue through hold, or gross winnings, as users play against the house.

Current wording

Through our Platform we provide iCasino, or online casino, consisting of the full suite of games available in land-based casinos, such as blackjack, roulette, baccarat, poker, and slot machines. We generate revenue through hold, or gross winnings, as users play against the house. We believe iCasino provides lower volatility versus land-based casinos due to easier advance-based predictions on gaming rules and statistics.

Previous wording

We currently are present and active in several markets around the world. Our focus will primarily be to enter regulated markets in Europe, North and South America. We intend to seek entry into one or more regulated North American markets. We currently expect that initial entry into any of these regulated North American by the end of 2026. No assurance can be given that these efforts will prove successful. Our business may suffer if we are unable to open new geographical markets or if we are unable to continue expanding within existing markets.

Current wording

We currently are present and active in several markets around the world. We currently expect that initial entry into the regulated Ontario market to occur in approximately the second half of 2026. No assurance can be given that these efforts will prove successful. Our business may suffer if we are unable to open new geographical markets or if we are unable to continue expanding within existing markets.

Previous wording

We are operating and will continue to perpetuate a multi-brand strategy, operating and launching new brands utilizing our current licenses and using our existing resources. The scalability of our Platform allows the Company to use existing resources to launch new brands that provide access to new target demographics and generate new revenues through existing player acquisition channels while maintaining the current cost structure with nominal incremental costs. The conversion of marketing spend into new player acquisition or existing player reactivation on our current and future portfolio of brands will ultimately determine where player acquisition funds are spent on a market-to-market basis. While no assurances can be given that these efforts will be successful, and management’s time as well as nominal incremental costs may be spent with limited financial results, management believes that this strategy mitigates any material negative impact on operations or financial position by leveraging scalable processes and technologies within our Platform. If market reception is successful, a new brand may generate material revenue. We soft launched our second active brand, Fruta.com, in December 2023, allowing select players to test the website prior to going live in February 2024. During September 2025 we launched our third brand, Kassuuu.com. We are currently exploring opportunities for other future brand launches.

Current wording

We have implemented a multi-brand strategy to launch new brands utilizing our current licenses and using our existing resources. The scalability of our Platform allows the Company to use existing resources to launch new brands that provide access to new target demographics and generate new revenues through existing player acquisition channels while maintaining the current cost structure with nominal incremental costs. The conversion of marketing spend into new player acquisition or existing player reactivation on our current and future portfolio of brands will ultimately determine where player acquisition funds are spent on a market-to-market basis. While no assurances can be given that these efforts will be successful, and management’s time as well as nominal incremental costs may be spent with limited financial results, management believes that this strategy mitigates any material negative impact on operations or financial position by leveraging scalable processes and technologies within our Platform. If market reception is successful, a new brand may generate material revenue. We soft launched our second active brand, Fruta.com, in December 2023, allowing select players to test the website prior to going live in February 2024. In September 2025 we launched our third brand, Kassuuu.com. We are currently exploring opportunities for other future brand launches.

Previous wording

During the first half of 2022, we rebranded our iCasino operations from CasinoRoom.com to HighRoller.com and concurrently commenced to reposition our legacy gaming operator “CasinoRoom.com” into an online casino ratings and reviews portal that would generate high-value leads and targeted search engine traffic (SEO) for HighRoller.com and customer leads for other casinos particularly in markets that we do not serve. We believe that our new CasinoRoom.com affiliate model site may further enable us to support future brands which we may launch or acquire with targeted traffic.

Current wording

During the first half of 2022, we rebranded our iCasino operations from CasinoRoom.com to HighRoller.com and concurrently commenced to reposition our legacy gaming operator “CasinoRoom.com” into an online casino ratings and reviews portal that would generate high-value leads and targeted search engine traffic (SEO) for HighRoller.com and customer leads for other casinos particularly in markets that we do not serve. On December 31, 2025 we divested Casinoroom.com. See Note 17 for details.

Previous wording

We believe that ours is an attractive proposition which extends beyond a dynamic base product offering to one that has a broad selection of entertaining and exciting content having more than 6,000 slot and other iCasino games, with a number of our most popular games being available to play with a live dealer, such as blackjack, video poker, roulette, baccarat, and craps sourced from over 90 content providers. We provide loyalty program offers with generous cash back, inviting hospitality experiences, other welcoming introductory services and longer play incentives. All players are treated to an attractive welcome package of bonuses and free spins on popular slots. Players are also treated to rewards on an ongoing basis, based upon their engagement with the platform, the player is instantly rewarded with free spins at the slots they prefer at their then stake levels of play. We focus on a rapid registration process and allow players one tap search to discover and select their games of choice. Our players also appreciate rapid payment processing through our automated cashier.

Current wording

We believe that we provide an attractive proposition which extends beyond a dynamic base product offering to one that has a broad selection of entertaining and exciting content having more than 6,000 slot and other iCasino games, with a number of our most popular games being available to play with a live dealer, such as blackjack, video poker, roulette, baccarat, and craps sourced from over 90 content providers. We provide loyalty program offers with generous cash back, inviting hospitality experiences, other welcoming introductory services and longer play incentives. All players are treated to an attractive welcome package of bonuses and free spins on popular slots. Players are also treated to rewards on an ongoing basis, based upon their engagement with the platform, the player is instantly rewarded with free spins at the slots they prefer at their then stake levels of play. We focus on a rapid registration process and allow players one tap search to discover and select their games of choice. Our players also appreciate rapid payment processing through our automated cashier.

Previous wording

We currently accept wagers in multiple currencies. We generated more than $146.7 million and $453.1 million in customer-paid real money bets during the three and nine months ended September 30, 2025, and $158.5 million and $505.7 million in customer-paid real money bets during the three and nine months ended September 30, 2024, utilizing our HighRoller.com, Fruta.com and Kassuuu.com domain names. During the three and nine months ended September 30, 2025, the average revenue per user was $242 and $246 as compared to $279 and $284 per user for the same periods in 2024. User deposits were $23,750 million and $70,896 million during the three and nine months ended September 30, 2025, as compared to deposits of almost $24,040 million and $66,136 million during the same periods in 2024. During the three and nine months ended September 30, 2025, we had 21,800 and 71,421 active users as compared to 25,326 and 70,197 active users for the same periods in 2024. Furthermore, during the three and nine months ended September 30, 2025, we had 10,675 and 32,408 first time depositors as compared to 13,422 and 37,600 first time depositors for the same periods in 2024. During the three and nine months ended September 30, 2025, we had 20,128 and 64,453 unique depositors as compared to 23,224 and 65,199 unique depositors for the same periods in 2024. Our net gaming revenue was $4.9 million and $15.8 million for the three and nine months ended September 30, 2025, as compared to $6.5 million and $18.5 million for the same periods in 2024.

Current wording

We currently accept wagers in multiple currencies. We generated more than $74.4 million bets during the three months ended March 31, 2026, and $153.3 million and in customer-paid real money bets during the three months ended March 31, 2025, utilizing our HighRoller.com, Fruta.com and Kassuuu.com domain names. During the three months ended March 31, 2026, the average revenue per user was $394 as compared to approximately $190 per user for the same periods in 2025. User deposits were $12 million during the three months ended March 31, 2026, as compared to deposits of almost $23 million during the same periods in 2025. During the three months ended March 31, 2026, we had 11,213 active users as compared to 29,946 active users for the same periods in 2025. Furthermore, during the three months ended March 31, 2026, we had 1,300 first time depositors as compared to 58,269 first time depositors for the same periods in 2025. During the three months ended March 31, 2026, we had 8,533 unique depositors as compared to 27,289 unique depositors for the same periods in 2025. Our net gaming revenue was $3.4 million and $5.2 million for the three months ended March 31, 2026 and 2025, respectively.

Previous wording

Our gaming operations extend across international markets by arrangements that utilize third party licenses authorized by other local and remote authorities. We expect that new geographical markets will be material additional drivers of our revenue growth and profit in subsequent years. Through our relationship with Spike Up Media we are able to outsource parts of our marketing department, resulting in access to broader industry knowledge than would otherwise be readily available to us, as well as the opportunity to scale much more quickly and effectively than many competing brands. By way of illustration, when entering a new market we will need to hire additional staff, familiarize ourselves with such matters as demographics, language, favorable selling points, pitfalls to avoid, competitor presentations and operations, and other market specific facts through expensive and time-consuming testing and data gathering. Our access to Spike Up’s extensive experience and market data provide us immediate market intelligence and allows us to drive viable leads in most active casino markets from the time that we access those markets. We anticipate that this accelerated new market entry will reduce costs and allow for earlier market acceptance than that which we might be able to achieve on a standalone basis. We believe that the most efficient allocation of our resources does not currently allow us to build, design and deploy proprietary games and as a result we focus our resources on aggregating and curating iCasino games from over 90 dedicated game development studios.

Current wording

Our gaming operations extend across international markets by arrangements that utilize licenses authorized by other local and remote authorities. We expect that new geographical markets will be material additional drivers of our revenue growth and profit in subsequent years. Through our relationship with Spike Up Media we are able to outsource parts of our marketing department, resulting in access to broader industry knowledge than would otherwise be readily available to us, as well as give us the ability to scale much quicker and more effectively than many of our competitors. By way of illustration, when entering a new market we will need to hire additional staff, familiarize ourselves with such matters as demographics, language, favorable selling points, pitfalls to avoid, competitor presentations and operations, and other market specific facts through expensive and time-consuming testing and data gathering. Our access to Spike Up’s extensive experience and market data provide us immediate market intelligence and allows us to drive viable leads in most active casino markets from the time that we access those markets. We anticipate that this accelerated new market entry will reduce costs and allow for earlier market acceptance than that which we might be able to achieve on a standalone basis. We believe that the most efficient allocation of our resources does not currently allow us to build, design and deploy proprietary games and as a result we focus our resources on aggregating and curating iCasino games from over 90 dedicated game development studios. This is not inclusive of discontinued operations. See footnote 17 for more details.

Previous wording

(2) Adjusted earnings (loss) per share is a non-GAAP financial measure. See "Non-GAAP Information" below for additional information about this measure and a reconciliation of this measure to the most directly comparable financial measure calculated in accordance with U.S. GAAP.

Current wording

(2) Adjusted loss per share is a non-GAAP financial measure. See "Non-GAAP Information" below for additional information about this measure and a reconciliation of this measure to the most directly comparable financial measure calculated in accordance with U.S. GAAP.

Previous wording

This Report includes Adjusted EBITDA and Adjusted Earnings (Loss) Per Share, which are non-GAAP financial measures that we use to supplement our results presented in accordance with U.S. GAAP. We believe Adjusted EBITDA and Adjusted Earnings (Loss) Per Share are useful in evaluating our operating performance, similar to measures reported by our publicly-listed U.S. competitors, and regularly used by security analysts, institutional investors and other interested parties in analyzing operating performance and prospects. Adjusted EBITDA and Adjusted Earnings (Loss) Per Share are not intended to be a substitute for any U.S. GAAP financial measure. As calculated, they may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry.

Current wording

This Report includes Adjusted EBITDA and Adjusted Loss Per Share, which are non-GAAP financial measures that we use to supplement our results presented in accordance with U.S. GAAP. We believe Adjusted EBITDA and Adjusted Loss Per Share are useful in evaluating our operating performance, similar to measures reported by our publicly-listed U.S. competitors, and regularly used by security analysts, institutional investors and other interested parties in analyzing operating performance and prospects. Adjusted EBITDA and Adjusted Loss Per Share are not intended to be a substitute for any U.S. GAAP financial measure. As calculated, they may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry.

Previous wording

We define and calculate Adjusted EBITDA as net income (loss) before the impact of interest income and expense, income tax provision or benefit, and depreciation and amortization, and further adjusted for the following items: stock-based compensation; and other non-recurring and non-operating costs or income, as described in the reconciliation below.

Current wording

We define and calculate Adjusted EBITDA as net loss before the impact of interest income and expense, income tax provision or benefit, and depreciation and amortization, and further adjusted for the following items: stock-based compensation; and other non-recurring and non-operating costs or income, as described in the reconciliation below.

Previous wording

We define and calculate Adjusted Earnings (Loss) Per Share as basic earnings (loss) per share attributable to common stockholders before the impact of amortization of acquired intangible assets; stock-based compensation; and other non-recurring and non-operating costs or income, as described in the reconciliation below.

Current wording

We define and calculate Adjusted Loss Per Share as basic loss per share attributable to common stockholders before the impact of amortization of acquired intangible assets; stock-based compensation; and other non-recurring and non-operating costs or income, as described in the reconciliation below.

Previous wording

We include non-GAAP financial measures because they are used by management to evaluate our core operating performance and trends and to make strategic decisions regarding the allocation of capital and new investments. Adjusted EBITDA and Adjusted Earnings (Loss) Per Share exclude certain expenses that are required in accordance with U.S. GAAP because they are non-recurring items (for example, in the case of severance costs), non-cash expenditures (for example, in the case of amortization of acquired intangible assets, depreciation and amortization and stock-based compensation), or non-operating items which are not related to our underlying business performance (for example, in the case of interest expense).

Current wording

We include non-GAAP financial measures because they are used by management to evaluate our core operating performance and trends and to make strategic decisions regarding the allocation of capital and new investments. Adjusted EBITDA and Adjusted Loss Per Share exclude certain expenses that are required in accordance with U.S. GAAP because they are non-recurring items (for example, in the case of severance costs), non-cash expenditures (for example, in the case of amortization of acquired intangible assets, depreciation and amortization and stock-based compensation), or non-operating items which are not related to our underlying business performance (for example, in the case of interest expense).

Previous wording

The table below presents the Company's Adjusted EBITDA reconciled to our net income (loss), which is the most directly comparable financial measure calculated in accordance with U.S. GAAP, for the periods indicated:

Current wording

The table below presents the Company's Adjusted EBITDA reconciled to our net loss, which is the most directly comparable financial measure calculated in accordance with U.S. GAAP, for the periods indicated:

Previous wording

(3) Includes severance costs and non-recurring compensation payments and gain/loss on disposal of assets.

Current wording

(3) Includes severance costs and non-recurring compensation payments.

Previous wording

Of the total direct operating costs of $2.7 million and $3.6 million for thethree months ended September 30, 2025, and 2024, respectively, $1.0 million and $1.4 million was related to revenue share paid to marketing partners for the successful acquisition of revenue generating players through their marketing channels.

Current wording

Of the total direct operating costs of $1.3 million and $2.5 million for thethree months ended March 31, 2026, and 2025, respectively, $0.5 million and $1.4 million was related to revenue share paid to marketing partners for the successful acquisition of revenue generating players through their marketing channels.

Previous wording

Total general and administrative expenses were $2.5 million for the three months ended September 30, 2025, as compared to $1.9 million for thethree months ended September 30, 2024.

Current wording

Total general and administrative expenses were $4.5 million for the three months ended March 31, 2026, as compared to $3.3 million for thethree months ended March 31, 2025.

Previous wording

General and administrative expenses (other)increased by $415 thousand or 5.8%, to $7.6 million for thenine months ended September 30, 2025, as compared to $7.2 million for thenine months ended September 30, 2024. The increase was primarily driven by an increase in stock-based compensation expense.

Current wording

General and administrative expenses (other)increased by $1.2 million or 36.1%, to $4.5 million for thethree months ended March 31, 2026, as compared to $3.3 million for thethree months ended March 31, 2025. The increase was primarily driven by an increase in stock-based compensation expense. Specifically, $1.0 million in relation to warrants issued in a private placement offering in January 2026.

Previous wording

Also included in general and administrative expenses (other) are foreign currency transaction losses, which were $92 thousand for thethree months ended September 30, 2025, as compared to $369 thousand for thethree months ended September 30, 2024.

Current wording

Also included in general and administrative expenses (other) are foreign currency transaction losses, which were $72 thousand for thethree months ended March 31, 2026, as compared to $178 thousand for thethree months ended March 31, 2025.

Previous wording

Total advertising and promotion expenses were $735 thousand for thethree months ended September 30, 2025, as compared to $2.1 million for thethree months ended September 30, 2024.

Current wording

Total advertising and promotion expenses were $0.3 million for thethree months ended March 31, 2026, as compared to $2.8 million for thethree months ended March 31, 2025.

Previous wording

Advertising and promotions expenses (related party)decreased by $101 thousand or 52.1%, to $93 thousand for thethree months ended September 30, 2025, as compared to $194 thousand for thethree months ended September 30, 2024. The decrease is primarily attributable to the decrease in commission costs related to the updated marketing strategy.

Current wording

Advertising and promotions expenses (related party)decreased by $0.6 million or 83.0%, to $0.1 million for thethree months ended March 31, 2026, as compared to $0.7 million for thethree months ended March 31, 2025. The decrease is primarily attributable to the decrease in commission costs and SEO costs related to the revised marketing strategy.

Previous wording

Advertising and promotions expenses (other)decreased by $1.3 million or 66.9%, to $642 thousand for thethree months ended September 30, 2025, as compared to $1.9 million for thethree months ended September 30, 2024. The decrease is attributable to marketing strategy optimization.

Current wording

Advertising and promotions expenses (other)decreased by $1.8 million or 89.0%, to $0.2 million for thethree months ended March 31, 2026, as compared to $2.1 million for thethree months ended March 31, 2025. The decrease is attributable to marketing strategy optimization.

Previous wording

Total product and software expenses were $331 thousand for thethree months ended September 30, 2025, as compared to $359 thousand for thethree months ended September 30, 2024.

Current wording

Total product and software expenses were $0.2 million for thethree months ended March 31, 2026, as compared to $0.2 million for thethree months ended March 31, 2025.

Previous wording

Income from operations was $80 thousand for thethree months ended September 30, 2025, as compared to a loss of $474 thousand for thethree months ended September 30, 2024, primarily due to the updated marketing strategy and streamlining operations to manage costs more effectively.

Current wording

Loss from operations was $3.0 million for thethree months ended March 31, 2026, as compared to a loss of $3.7 million for thethree months ended March 31, 2025, primarily due to the Company revising the marketing strategy and the absorption of $1.0 million warrant expense in March 31, 2026.

Previous wording

Income before income taxes was $25 thousand for thethree months ended September 30, 2025, as compared to loss before income taxes of $501 thousand for thethree months ended September 30, 2024.

Current wording

Loss before income taxes was $3.0 million for thethree months ended March 31, 2026, as compared to loss before income taxes of $3.7 million for thethree months ended March 31, 2025.

Previous wording

Net loss was $201 thousand for thenine months ended September 30, 2025, as compared to net loss of $3.9 million for thenine months ended September 30, 2024

Current wording

Net loss was $3.0 million for thethree months ended March 31, 2026, as compared to net loss of $3.7 million for thethree months ended March 31, 2025.

Previous wording

We had $2.7 million in cash and cash equivalents as of September 30, 2025 (excluding customer cash deposits, which we segregate from our operating cash balances on behalf of our real-money customers for all jurisdictions and products, and restricted cash). For thenine months ended September 30, 2025 we had net loss of $201 thousand and had net cash used operations of $4.5 million. As of September 30, 2025, we had an accumulated deficit of $27.3 million and negative working capital of $4.8 million.

Current wording

We had $22.5 million in cash and cash equivalents as of March 31, 2026 (excluding customer cash deposits, which we segregate from our operating cash balances on behalf of our real-money customers for all jurisdictions and products, and restricted cash). For thethree months ended March 31, 2026 we had net loss of $3.0 million and had net cash used operations of $3.0 million. As of March 31, 2026, we had an accumulated deficit of $27.3 million and working capital of $18.1 million.

Previous wording

We had $6.9 million in cash and cash equivalents as of December 31, 2024 (excluding customer cash deposits, which we segregate from our operating cash balances on behalf of our real-money customers for all jurisdictions and products, and restricted cash). For the year ended December 31, 2024 we had net loss of $5.9 million and had net cash used in operations of $3.9 million. As of December 31, 2024, we had an accumulated deficit of $27.1 million and negative working capital of $1.4 million.

Current wording

We had $2.1 million in cash and cash equivalents as of December 31, 2025 (excluding customer cash deposits, which we segregate from our operating cash balances on behalf of our real-money customers for all jurisdictions and products, and restricted cash). For the year ended December 31, 2025 we had net income of $0.7 million and had net cash used in operations of $3.2 million. As of December 31, 2025, we had an accumulated deficit of $24.3 million and negative working capital of $3.7 million.

Previous wording

Net cash used in operations during thenine months ended September 30, 2025, increased by $3.2 million to $4.5 million as compared to net cash provided by operations of $1.4 million during thenine months ended September 30, 2024. The increase during thenine months ended September 30, 2025, as compared to thenine months ended September 30, 2024, is primarily due to increased net loss and increased cash outflows related to the large increase in marketing spend.

Current wording

Net cash used in operations during thethree months ended March 31, 2026, decreased by $0.6 million to $3.0 million as compared to net cash used in operations of $3.6 million during thethree months ended March 31, 2025. The decrease during thethree months ended March 31, 2026, as compared to thethree months ended March 31, 2025, is primarily due to decreased cash outflows related to the continuing implementation of a marketing strategy leading to lower marketing spend.

Previous wording

Net cash used in investing activities during thenine months ended September 30, 2025, was $480 thousand as compared to net cash used in investing activities of $325 thousand during thenine months ended September 30, 2024. The change is due to an increase in capitalized internal-use software costs offset by lower purchases of property and equipment during the period.

Current wording

Net cash used in investing activities during thethree months ended March 31, 2026, was $0.1 million as compared to net cash used in investing activities of $0.0 million during thethree months ended March 31, 2025. The change is due to an increase in capitalized internal-use software costs offset by lower purchases of property and equipment during the period.

Previous wording

Net cash used in financing activities for thenine months ended September 30, 2025 was$90 thousand as compared to net cash provided by financing activities of $334 thousand for thenine months ended September 30, 2024, and is related to the cash settlement of an affiliated debt.

Current wording

Net cash provided by financing activities for thethree months ended March 31, 2026 was$23.8 million as compared to net cash used in financing activities of $0.1 million for thethree months ended March 31, 2025, and is related to the private and direct offering in January of 2026 with proceeds of $23.4 million.

Previous wording

Restricted cash (current) was$770 thousand and $1.1 million at September 30, 2025 and December 31, 2024, respectively.

Current wording

Restricted cash (current) was$0.6 million and $0.6 million at March 31, 2026 and December 31, 2025, respectively.

Previous wording

The preparation of the audited consolidated financial statements and the unaudited condensed consolidated 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 are not 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, recovery of amounts held in escrow, realization of intangible assets, share-based compensation, accrued jackpots, the realization of deferred tax assets, and going concern assessment.

Current wording

The preparation of the consolidated 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 are not 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, recovery of amounts held in escrow, realization of intangible assets, share-based compensation, accrued jackpots and the realization of deferred tax assets.

Previous wording

The following critical accounting estimates affect the more significant judgements and estimates used in the preparation of our audited consolidated financial statements and the unaudited condensed consolidated financial statements.

Current wording

The following critical accounting estimates affect the more significant judgements and estimates used in the preparation of our unaudited consolidated financial statements.

Previous wording

Our long-lived assets consist of property and equipment, operating lease-right of use assets and indefinite lived assets (i.e. trademarks and domain names).

Current wording

Our long-lived assets consist of property and equipment, operating lease-right of use assets and indefinite lived assets (i.e. trademarks, domain names and gaming license).

Previous wording

Indefinite-lived intangible assets consist of trademarks and domain names. Indefinite-lived intangible assets are not 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 the fourth quarter of each year.

Current wording

Indefinite-lived intangible assets consist of trademarks, domain names and gaming license. Indefinite-lived intangible assets are not 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 the fourth quarter of each year.

Previous wording

To test indefinite-lived intangible assets for impairment, we first assess the qualitative factors to determine whether it is more likely than not 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 we determine that it is more likely than not 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.

Current wording

To test indefinite-lived intangible assets for impairment, we first assess the qualitative factors to determine whether it is more likely than not 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 we determine that it is more likely than not 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, market capitalization and use of domains for IR.

Previous wording

We evaluated qualitative factors at September 30, 2025 and December 31, 2024 related to the HighRoller domain name and concluded that it is not more likely than not that the fair value of the indefinite lived intangible asset is less than its carrying amount. Therefore, no further impairment considerations were deemed necessary on the HighRoller domain name as of September 30, 2025 and December 31, 2024.

Current wording

The Company conducted an impairment analysis with respect to the HighRoller domain name and the Estonia gaming license at March 31, 2026 and December 31, 2025 which concluded that the fair value, determined using a discounted cash flow analysis, substantially exceed their carrying value, and thus they were not 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 approximately 5 months to 12 months and the intrinsic resale value of the Estonia gaming license. The Company did not have any impairment of indefinite-lived intangible assets during the year. Therefore, no further impairment considerations were deemed necessary on the HighRoller domain name as of March 31, 2026 and December 31, 2025.