High Roller Technologies, Inc.
For the period ended Jun 30, 2026. Filed Aug 11, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 11, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-12.
0001753926-26-000822
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-11.
0001753926-26-001419
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 108 previous paragraphs and 122 current paragraphs.
65 unchanged; 36 reworded; 19 added; 7 removed; 0 previous and 2 current paragraphs rearranged.
Tables are not compared: 6 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (19)
Current report
On June 24, 2026, ROLR, a wholly owned subsidiary of the Company, was awarded a Guaranteed Introducing Broker license by the National Futures Association. This license allows ROLR to launch its prediction markets operations. ROLR's introducing broker operations are guaranteed by OG Markets US, Inc. doing business as Crypto.com FCM, which will carry customer accounts introduced through the ROLR platform and provide transaction processing, custody, and related regulatory infrastructure.
Current report
GIB LICENSE FROM THE NFA
Current report
On June 24, 2026, ROLR, a wholly owned subsidiary of the Company, was awarded a Guaranteed Introducing Broker license by the National Futures Association. This license allows ROLR to launch its prediction markets operations when ready. ROLR's introducing broker operations are guaranteed by OG Markets US, Inc., doing business as Crypto.com FCM, which will carry customer accounts introduced through the ROLR platform and provide transaction processing, custody, and related regulatory infrastructure.
Current report
Net gaming revenue decreased by $4.8 million or 43.8% to $6.2 million during thesix months ended June 30, 2026, as compared to $11.0 million during thesix months ended June 30, 2025. This is due to continuing focus on the prediction market along with continued implementation of the new marketing plan focusing on more valuable customers.
Current report
Direct operating costs (related party)decreased by $0.3 million or 50.4%, to $0.3 million during the six months ended June 30, 2026, as compared to $0.7 million for the six months ended June 30, 2025, which is primarily related to the shift in marketing strategy from revenue sharing that began in the prior quarter but will increase later in the year and falls in line with the decrease in revenue.
Current report
Direct operating costs (other)decreased by $2.6 million or 55.5%, to $2.1 million during the six months ended June 30, 2026, as compared to $4.8 million for the six months ended June 30, 2025, which is primarily related to a decrease in affiliate revenue sharing along with lower payment provider fees which is in line with decreased revenue.
Current report
Total general and administrative expenses were $7.9 million for the six months ended June 30, 2026, as compared to $6.2 million for the six months ended June 30, 2025.
Current report
General and administrative expenses (other)increased by $1.7 million or 28.1%, to $7.9 million for thesix months ended June 30, 2026, as compared to $6.2 million for thesix months ended June 30, 2025. The increase was primarily driven by an increase for warrant expense related to the public offering in January 2026 and higher spend preparing for entrance in the prediction market.
Current report
Total advertising and promotion expenses were $0.9 million for thesix months ended June 30, 2026, as compared to $3.7 million for thesix months ended June 30, 2025.
Current report
Advertising and promotions expenses (related party)decreased by $0.5 million or 56.6%, to $0.4 million for thesix months ended June 30, 2026, as compared to $0.9 million for thesix months ended June 30, 2025. The decrease is primarily attributable to the decrease in commission costs and commission listing costs related to the revised marketing strategy. Prediction market-related marketing spend began in the second quarter and will continue to increase throughout the year.
Current report
Advertising and promotions expenses (other)decreased by $2.3 million or 83.1%, to $0.5 million for thesix months ended June 30, 2026, as compared to $2.8 million for thesix months ended June 30, 2025. The decrease is attributable to marketing strategy optimization offset by additional marketing spend for the prediction market in the quarter.
Current report
Total product and software expenses were $0.4 million for thesix months ended June 30, 2026, as compared to $0.4 million for thesix months ended June 30, 2025.
Current report
Product and software development expenses (other)increased by $0.1 million or 14.4%, to $0.4 million for thesix months ended June 30, 2026 as compared to $0.4 million for thesix months ended June 30, 2025.
Current report
Loss from operations was $5.5 million for thesix months ended June 30, 2026, as compared to a loss of $4.7 million for thesix months ended June 30, 2025, primarily due to the Company revising the marketing strategy and investment into the planned entry into the prediction market vertical.
Current report
Loss before income taxes was $5.3 million for thesix months ended June 30, 2026, as compared to loss before income taxes of $4.8 million for thesix months ended June 30, 2025.
Current report
Income tax expense (benefit) was $47 thousand and $54 thousand for thesix months ended June 30, 2026 and 2025, respectively.
Current report
Income tax expense (benefit) was $31 thousand and $37 thousand for thethree months ended June 30, 2026 and 2025, respectively.
Current report
NET LOSS FROM CONTINUING OPERATIONS
Current report
Net loss was $5.3 million for thesix months ended June 30, 2026, as compared to net loss of $4.9 million for thesix months ended June 30, 2025.
Removed paragraphs (7)
Previous report
Private Placement
Previous report
On January 8, 2026, the Company entered into a stock purchase agreement with an accredited investor, pursuant to which the Company sold and issued to the investor, in a private placement, an aggregate of 357,143 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a purchase price of $2.80 per share. The private placement closed on January 12, 2026. The aggregate gross proceeds from the private placement were $1.0 million.
Previous report
Registered Direct Offering
Previous report
On January 19, 2026, the Company, entered into a placement agent agreement with ThinkEquity LLC, pursuant to which the Company sold and issued directly to several investors, in a registered direct offering, an aggregate of 1,892,506 shares of Common Stock, at an offering price of $13.21 per share. The aggregate gross proceeds from the registered direct offering were $25.0 million.
Previous report
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 report
Income tax expense (benefit) was $0.0 million and $0.0 million for thethree months ended March 31, 2026 and 2025, respectively.
Reworded paragraphs (36)
Previous 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.
Current wording
You should read the following management’s discussion and analysis (“MD&A”) in conjunction with the information set forth within the unaudited condensed 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
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.
Current wording
The Company 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
We are an evolving and growth-oriented global online gaming operator focused on providing its customers with the most exciting, enjoyable and compelling online experience on the market. Our experienced operational management team actively oversees engagement with its players and partners. The Company’s Platform is based around a set of gaming products, which the Company refers to as “iCasino” and is offered to players in select markets throughout the world. We currently offers more than 6,000 games from over 90 providers, representing largely the entire range of iCasino games which are most attractive to our player base including video slots, blackjack, roulette, baccarat, craps, and video poker. A number of the Company’s games are available to play with a live dealer including blackjack, video poker, roulette, baccarat, craps, Game Shows and other popular live games. Under the terms of the Agreement, the Company is not precluded from pursuing additional licenses related to the operation of prediction markets.
Current wording
We are an evolving and growth-oriented global online gaming operator focused on providing its customers with the most exciting, enjoyable and compelling online experience on the market. Our experienced operational management team actively oversees engagement with its players and partners. The Company’s Platform is based around a set of gaming products, which the Company refers to as “iCasino” and is offered to players in select markets throughout the world. We currently offer more than 6,000 games from over 90 providers, representing largely the entire range of iCasino games which are most attractive to our player base including video slots, blackjack, roulette, baccarat, craps, and video poker. A number of the Company’s games are available to play with a live dealer including blackjack, video poker, roulette, baccarat, craps, Game Shows and other popular live games.
Previous wording
On April 14, 2026, subsequent to the close of the quarter ended March 31, 2026, the Company entered into the Collaboration Agreement with Crypto.com Derivatives North America ("CDNA"), a CFTC-registered designated contract market, derivatives clearing organization, and affiliate of Crypto.com, to launch an event-based prediction markets offering initially in the United States. Under the terms of the Collaboration Agreement, the Company intends to operate as a CFTC/NFA -registered Guaranteed Introducing Broker and establish a relationship with Crypto.com's CFTC-registered Futures Commission Merchant, enabling the Company to offer CDNA's event contracts to customers across its existing distribution channels. The partnership is designed to allow customers to trade event contracts spanning finance, sports, and entertainment categories through a regulated, user-friendly platform. Management believes this partnership represents a significant strategic growth opportunity that leverages the Company's established premium brand, customer-facing platform, and online gaming expertise to compete in a rapidly emerging regulated category. The Collaboration Agreement establishes Crypto.com and its affiliates as the Company's provider of prediction contracts across its U.S. distribution channels and is expected to generate new revenue streams for the Company.
Current wording
On April 14, 2026, the Company entered into the Collaboration Agreement with Crypto.com Derivatives North America ("CDNA"), a CFTC-registered designated contract market, derivatives clearing organization, and affiliate of Crypto.com, to launch an event-based prediction markets offering initially in the United States. Under the terms of the Collaboration Agreement, the Company intends to operate as a NFA -registered Guaranteed Introducing Broker and establish a relationship with Crypto.com's CFTC-registered Futures Commission Merchant, enabling the Company to offer CDNA's event contracts to customers across its existing distribution channels. The partnership is designed to allow customers to trade event contracts spanning finance, sports, entertainment and other approved categories through a regulated, user-friendly platform. Management believes this partnership represents a significant strategic growth opportunity that leverages the Company's established premium brand, customer-facing platform, and online gaming expertise to compete in a rapidly emerging regulated category. The Collaboration Agreement establishes Crypto.com and its affiliates as the Company's provider of prediction contracts across its U.S. distribution channels. Operating under its ROLR brand, the Company will enter the predictive market opening a new vertical for revenue generation. Under the terms of the Agreement, the Company is not precluded from pursuing additional licenses related to the operation of prediction markets.
Previous 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.
Current wording
We currently are present and active in several markets around the world. We anticipate license approval in the regulated Ontario market will 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 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.
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.
Previous wording
Spike Up Media, an affiliate of our founders, is one of a handful of globally foremost providers of lead generation and we believe that our association with Spike Up Media provides high-quality, cost-effective lead generation converting into active customers which together with our favorable customer acquisition costs and customer retention will result in favorable gross operating margins.
Current wording
Spike Up Media, is one of a handful of globally foremost providers of lead generation and we believe that our association with Spike Up provides high-quality, cost-effective lead generation converting into active customers which together with our favorable customer acquisition costs and customer retention will result in favorable gross operating margins.
Previous 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.
Current wording
We currently accept wagers in multiple currencies. We generated more than $63.0 million and $137.4 million in bets during the three and six months ended June 30, 2026, respectively, and $153.2 million and $306.4 million in customer-paid real money bets during the three and six months ended June 30, 2025, respectively, utilizing our HighRoller.com, Fruta.com and Kassuuu.com domain names. During the three and six months ended June 30, 2026, the average revenue per user was $414 and $403, respectively, as compared to approximately $340 and $248 per user for the same periods in 2025, respectively. User deposits were $10.1 million and $22.1 million during the three and six months ended June 30, 2026, respectively, as compared to deposits of almost $24.4 million and $47.1 million during the same periods in 2025, respectively. During the three and six months ended June 30, 2026, we had 9,607 and 20,820 active users, respectively, as compared to 19,675 and 49,621 active users for the same periods in 2025, respectively. Furthermore, during the three and six months ended June 30, 2026, we had 796 and 2,096 first time depositors, respectively, as compared to 6,050 and 21,743 first time depositors for the same periods in 2025, respectively. During the three and six months ended June 30, 2026, we had 6,791 and 15,324 unique depositors, respectively, as compared to 17,036 and 44,325 unique depositors for the same periods in 2025, respectively. Our net gaming revenue was $2.8 million and $6.2 million for the three and six months ended June 30, 2026, respectively, as compared to $5.8 million and $11.0 million for the same periods in 2025, respectively.
Previous 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.
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 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 provides 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
Pursuant to the Collaboration Agreement, the Company will initially serve as a guaranteed introducing broker and plans to procure an introducing broker license shortly thereafter, for the purpose of soliciting customers to trade event-based derivative contracts in CDNA's Predictions product class (the "Predictions Contracts") on the CDNA trading system. The Company is responsible for, among other things, developing, implementing, and maintaining a technology platform, available as a mobile application, through which end-user customers may access and trade Predictions Contracts. CDNA will be the exclusive provider of Predictions Contracts through the Company's technology in the United States for the first 24 months of the term of the Collaboration Agreement. The Collaboration Agreement has an initial term of two years, with automatic renewal for a 12-month period, unless terminated earlier in accordance with its provisions. Under the terms of the Agreement, the Company is not precluded from pursuing additional licenses related to the operation of prediction markets.
Current wording
Pursuant to the Collaboration Agreement, the Company will initially serve as a guaranteed introducing broker and plans to procure an introducing broker license shortly thereafter, for the purpose of soliciting customers to trade event-based derivative contracts in CDNA's Predictions product class on the CDNA trading system. The Company is responsible for, among other things, developing, implementing, and maintaining a technology platform, available as a mobile application, through which end-user customers may access and trade Predictions Contracts. CDNA will be the exclusive provider of Predictions Contracts through the Company's technology in the United States for the first 24 months of the term of the Collaboration Agreement. The Collaboration Agreement has an initial term of two years, with automatic renewal for a 12-month period, unless terminated earlier in accordance with its provisions. Under the terms of the Agreement, the Company is not precluded from pursuing additional licenses related to the operation of prediction markets.
Previous wording
The following table sets forth a summary of our consolidated results of operations for the periods indicated. The results of historical periods are not necessarily indicative of the results of operations for any future period.
Current wording
The following table sets forth a summary of our unaudited condensed consolidated results of operations for the periods indicated. The results of historical periods are not necessarily indicative of the results of operations for any future period.
Previous 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.
Current wording
We define and calculate Adjusted EBITDA as net loss from continuing operations 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
(1) Includes restricted shares, stock options, equity-settled restricted share units, cash-settled restricted share units and equity-settled performance-based restricted share units granted to employees and directors (including related employer payroll taxes).
Current wording
(1) Includes restricted shares, stock options, equity-settled restricted share units, cash-settled restricted share units and equity-settled performance-based restricted share units granted to employees and directors net of shares withheld for taxes (including related employer payroll taxes).
Previous wording
Net gaming revenue decreased by $1.8 million or 35.2% to $3.4 million duringthe three months ended March 31, 2026, as compared to $5.2 million during thethree months ended March 31, 2025 due to the Company exiting various markets after the first quarter of 2025 and the Company’s continued implementation of a refined marketing strategy.
Current wording
Net gaming revenue decreased by $3.0 million or 51.5% to $2.8 million duringthe three months ended June 30, 2026, as compared to $5.8 million during thethree months ended June 30, 2025 due to the Company exiting various markets after the second quarter of 2025 and the Company’s continued implementation of a refined marketing strategy along with a more focused effort on the prediction market.
Previous wording
Direct operating costs (related party)decreased by $0.1 million or 40.3%, to $0.2 million during thethree months ended March 31, 2026, as compared to $0.3 million for thethree months ended March 31, 2025, this decrease is approximately in line with the percentage decrease in revenue.
Current wording
Direct operating costs (related party)decreased by $0.2 million or 59.3%, to $0.1 million during thethree months ended June 30, 2026, as compared to $0.4 million for thethree months ended June 30, 2025, this decrease is approximately in line with the percentage decrease in revenue.
Previous wording
Direct operating costs (other)decreased by $1.2 million or 52.1%, to $1.1 million for thethree months ended March 31, 2026, as compared to $2.2 million for thethree months ended March 31, 2025, due to cost efficiencies identified within payment fees, game provider fees and affiliate revenue share, which resulted in a greater percentage decrease when compared to the percentage change in revenue.
Current wording
Direct operating costs (other)decreased by $1.5 million or 58.6%, to $1.0 million for thethree months ended June 30, 2026, as compared to $2.5 million for thethree months ended June 30, 2025, due to cost efficiencies identified within payment fees, game provider fees and affiliate revenue share, which resulted in a greater percentage decrease when compared to the percentage change in revenue.
Previous 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.
Current wording
Of the total direct operating costs of $1.2 million and $2.9 million for thethree months ended June 30, 2026, and 2025, respectively, $0.3 million and $1.2 million, respectively, 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 $4.5 million for the three months ended March 31, 2026, as compared to $3.3 million for thethree months ended March 31, 2025.
Current wording
Total general and administrative expenses were $3.4 million for the three months ended June 30, 2026, as compared to $2.9 million for thethree months ended June 30, 2025.
Previous 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.
Current wording
General and administrative expenses (other)increased by $0.5 million or 18.8%, to $3.4 million for thethree months ended June 30, 2026, as compared to $2.8 million for thethree months ended June 30, 2025. The increase was primarily driven by an increase in spend for preparation of entrance in the prediction market.
Previous 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.
Current wording
Total advertising and promotion expenses were $0.5 million for thethree months ended June 30, 2026, as compared to $0.9 million for thethree months ended June 30, 2025.
Previous 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.
Current wording
Advertising and promotions expenses (related party)increased by $0.1 million or 36.6%, to $0.3 million for thethree months ended June 30, 2026, as compared to $0.2 million for thethree months ended June 30, 2025. The increase is primarily attributable to the increase in marketing spend for the prediction market.
Previous 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.
Current wording
Advertising and promotions expenses (other)decreased by $0.5 million or 66.1%, to $0.2 million for thethree months ended June 30, 2026, as compared to $0.7 million for thethree months ended June 30, 2025. The decrease is attributable to marketing strategy optimization offset by prediction market spend.
Previous wording
Product and software development expenses (other)increased by $0.0 million or 18.4%, to $0.2 million for thethree months ended March 31, 2026 as compared to $0.2 million for thethree months ended March 31, 2025.
Current wording
Product and software development expenses (other)increased by $0.0 million or 10.1%, to $0.2 million for thethree months ended June 30, 2026 as compared to $0.2 million for thethree months ended June 30, 2025.
Previous 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.
Current wording
Loss from operations was $2.5 million for thethree months ended June 30, 2026, as compared to a loss of $1.1 million for thethree months ended June 30, 2025, primarily due to the Company revising the marketing strategy and investment into the planned entry into the prediction market vertical.
Previous wording
Interest income, net was $0.05 million for thethree months ended March 31, 2026, as compared to interest expense, net was $0.05 million for thethree months ended March 31, 2025, due to private placement proceeds being placed in an interest bearing account.
Current wording
Interest income, net was $0.15 million for thethree months ended June 30, 2026, as compared to interest expense, net was $0.05 million for thethree months ended June 30, 2025, due to private placement proceeds being placed in an interest-bearing account.
Previous 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.
Current wording
Loss before income taxes was $2.3 million for thethree months ended June 30, 2026, as compared to loss before income taxes of $1.1 million for thethree months ended June 30, 2025.
Previous 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.
Current wording
Net loss was $2.4 million for thethree months ended June 30, 2026, as compared to net loss of $1.2 million for thethree months ended June 30, 2025.
Previous wording
Our quarterly and annual financial results may also be impacted by the number and amount of betting losses and jackpot payouts we experience. Although our losses are limited per stake to a maximum payout in our online casino offering, when looking at bets across a period of time, these losses can be significant. As part of our online casino offerings, we offer local progressive jackpot games that are operated by us and larger progressive jackpots which are “global,” operating across multiple operators and guaranteed by our game suppliers. Each time a customer plays one of our local progressive jackpot games, we contribute a portion of the amount bet to the jackpot for that game or group of games. When a progressive jackpot is won, the jackpot is paid out and is reset to a predetermined base amount. As winning the jackpot is determined by a random mechanism, we cannot foresee when a jackpot will be won and we do not insure against jackpot payouts. Paying the local progressive jackpot decreases our cash position and, depending upon the size of the jackpot, payouts may have a significant negative affect on our cash flow and financial condition. Global progressive jackpots are guaranteed and paid by the game suppliers and are not a liability directly affecting us.
Current wording
Our quarterly and annual financial results may also be impacted by the number and amount of betting losses and jackpot payouts we experience. Although our losses are limited per stake to a maximum payout in our online casino offering, when looking at bets across a period of time, these losses can be significant. As part of our online casino offerings, we offer local progressive jackpot games that are operated by us and larger progressive jackpots which are “global,” operating across multiple operators and guaranteed by our game suppliers. Each time a customer plays one of our local progressive jackpot games, we contribute a portion of the amount bet to the jackpot for that game or group of games. When a progressive jackpot is won, the jackpot is paid out and is reset to a predetermined base amount. As winning the jackpot is determined by a random mechanism, we cannot foresee when a jackpot will be won and we do not insure against jackpot payouts. Paying the local progressive jackpot decreases our cash position and, depending upon the size of the jackpot, payouts may have a significant negative effect on our cash flow and financial condition. Global progressive jackpots are guaranteed and paid by the game suppliers and are not a liability directly affecting us.
Previous 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.
Current wording
We had $18.0 million in cash and cash equivalents as of June 30, 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 thesix months ended June 30, 2026 we had net loss of $5.3 million and had net cash used in operations of $5.9 million. As of June 30, 2026, we had an accumulated deficit of $29.6 million and working capital of $14.8 million.
Previous 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.
Current wording
Net cash used in operations during thesix months ended June 30, 2026, increased by $1.4 million to $5.9 million as compared to net cash used in operations of $4.4 million during thesix months ended June 30, 2025. The increase during thesix months ended June 30, 2026, as compared to thesix months ended June 30, 2025, is primarily due to increased cash outflows related to the continuing implementation of a marketing strategy and entrance into a new market.
Previous 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.
Current wording
Net cash used in investing activities during thesix months ended June 30, 2026, was $1.9 million as compared to net cash used in investing activities of $0.3 million during thesix months ended June 30, 2025. Of the increase $1.6 million is attributable to the investment for planned entry into the prediction market vertical.
Previous 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.
Current wording
Net cash provided by financing activities for thesix months ended June 30, 2026 was$23.8 million as compared to net cash used in financing activities of $0.1 million for thesix months ended June 30, 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$0.6 million and $0.6 million at March 31, 2026 and December 31, 2025, respectively.
Current wording
Restricted cash (current) was$0.5 million and $0.6 million at June 30, 2026 and December 31, 2025, respectively.
Previous 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.
Current wording
The preparation of 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 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 unaudited consolidated financial statements.
Current wording
The following critical accounting estimates affect the more significant judgements and estimates used in the preparation of our unaudited condensed consolidated financial statements.
Previous wording
Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable. We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and has elected to take advantage of the benefits of this extended transition period. The Company remains an emerging growth company and is expected to continue to take advantage of the benefits of the extended transition period. This may make it difficult or impossible to compare the Company financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions for emerging growth companies because of the potential differences in accounting standards used.
Current wording
Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable. We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and have elected to take advantage of the benefits of this extended transition period. The Company remains an emerging growth company and is expected to continue to take advantage of the benefits of the extended transition period. This may make it difficult or impossible to compare the Company financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions for emerging growth companies because of the potential differences in accounting standards used.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
Of the total direct operating costs of $2.4 million and $5.4 million for the six months ended June 30, 2026, and 2025, respectively, $0.3 million and $2.3 million, respectively, was related to revenue share paid to marketing partners for the successful acquisition of revenue generating players through their marketing channels.
Current report — wording carried from elsewhere
Interest income, net was $0.2 million for thesix months ended June 30, 2026, as compared to interest expense, net was $0.1 million for thesix months ended June 30, 2025, due to private placement proceeds being placed in an interest bearing account.