High Roller Technologies, Inc.

Evaluation of Disclosure Control and Procedures

As of March 31, 2026, the end of the period covered by this Form 10-Q, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or person performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2026, the Company’s disclosure controls and procedures were not yet effective at the reasonable assurance level, as a result of a previously identified material weakness in internal control over financial reporting that the Company has been actively and substantially remediating.

 In 2022, the Company identified certain deficiencies in its internal processes for preparing consolidated financial statements that, in the aggregate, constituted a material weakness in internal control over financial reporting.

 Beginning in 2023 and continuing through the current period, the Company has materially strengthened its finance and accounting function. These enhancements include the appointment of a Chief Financial Officer, a Controller, and a Director of Accounting and Financial Reporting, supported by additional qualified accounting personnel. As a result, the Company believes it now has the resources, qualifications, and infrastructure necessary to meet its obligations under U.S. GAAP and applicable SEC reporting requirements and to operate effective internal controls on a sustained basis.

Management’s Remediation Measures

Management is committed to maintaining a strong internal control environment and to the remediation of the previously identified material weakness. The remediation plan, substantial portions of which have already been implemented, includes the following measures

 Established and continue to maintain appropriate staff levels to support proper segregation of duties.

 Ensure that personnel performing key control activities possess the requisite qualifications and experience.

 Designed and implemented enhanced review procedures and processes across the financial close and reporting cycle.

The material weakness will not be considered fully remediated until the applicable controls have operated for a sufficient period of time and management has concluded, through testing, that the controls are operating effectively. Management is actively working to complete this validation and considers timely completion of remediation a priority.

Changes in Internal Control over Financial Reporting

Other than the ongoing remediation activities described above, there have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(d) and 15d-15(d) under the Exchange Act) during the three months ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We are not required to comply with the auditor attestation requirement of Section 404 of the Sarbanes-Oxley Act while we qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012.

Inherent Limitations on Effectiveness of Controls and Procedures

The Company’s management, including the Chief Executive Officer and Chief Financial Officer, believes that disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, management does not expect that the disclosure controls and procedures or the internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.