High Roller Technologies, Inc.

Note 1 — Nature of operations

High Roller Technologies, Inc. (the “Company” or “High Roller”) was incorporated in Delaware on December 21,2021, with the intent to seek an initial public offering on a United States securities exchange. High Roller operates an online gaming business offering casino games to customers worldwide under the domain name ‘highroller.com’. High Roller was granted a guaranteed introducing broker license on June 24,2026, to operate in the regulated US prediction markets under its wholly owned subsidiary ROLR US LLC, utilizing its ROLR brand.

SUBSIDIARIES OF HIGH ROLLER

The following are the Company’s wholly owned subsidiaries:

 HR Entertainment LTD,

On March 17,2022, the Company acquired HR Entertainment Ltd, an entity organized under the laws of British Virgin Islands and which currently has no operations.

 Lunar Ventures Limited

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

 Interstellar Entertainment N.V.

On February 15,2024, Interstellar Entertainment N.V. was incorporated in Curacao. Interstellar Entertainment N.V. holds a worldwide license to operate the HighRoller.com domain.

 Deep Dive Holdings LTD

Deep Dive Holdings LTD, which was organized in Malta in September 2024, acts as a holding company for the Company’s consolidated Maltese and Cypriot operating and service entities and currently has no operations.

 HRMT Services Ltd.

On March 3,2025, HRMT Services Ltd. was incorporated in Malta and currently has no operations.

 HRON Services Ltd.

On March 13,2025, HRON Services Ltd. was incorporated in Malta. The purpose of this entity is to obtain a gambling license in Ontario, Canada.

 Overstory LLC

On April 3,2025, Overstory LLC was incorporated in Wyoming and currently has no operations.

 Ontario Inc.

On May 20,2025, Ontario Inc. was incorporated in Ontario and currently has no operations.

 Happy Hour Solutions Limited

On December 31,2025, the Company acquired Happy Hour Solutions Limited, a Cyprus company. Happy Hour Solutions Limited holds the Company’s Estonian Gaming License.

 Wowly NV (“Wowly”)

On April 26,2011, Wowly was organized in Curacao and currently has no operations.

 Ellmount Entertainment Ltd. (“Entertainment”)

On December 30,2021, the Company acquired Entertainment, a Malta company. Entertainment manages certain internet related advertising services on behalf of the Company.

 ROLR US LLC

On April 6,2026, ROLR US LLC was organized in Delaware for the purpose of applying for a guaranteed introducing broker license to operate in the regulated US prediction markets.

DISCONTINUED OPERATIONS

On December 31,2025, the Company agreed to assign and transfer to Happy Hour Entertainment Holdings LTD. the domain name www. casinoroom.com and all variations and extensions of the “Casino Room Domain”. In exchange for the Casino Room Domain, the Company received 100% of the issued and allotted share capital of Happy Hour Solutions Limited, which holds a valid remote gambling license issued by the Estonian Tax and Customs Board. The disposal of the Casino Room Domain represents a strategic shift for the Company. The operating results associated with the Casino Room Domain were reported as net income from discontinued operations in the unaudited condensed consolidated statements of operations for the three and six months ended June 30,2025.

MATERIAL TRANSACTIONS

Private Placement

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.

Registered Direct Offering

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 the Common Stock, at an offering price of $13.21 per share. The aggregate gross proceeds from the registered direct offering were $25.0 million. There were certain issuance costs related to the offering totaling approximately $2.5 million.

Entry into a Material Definitive Agreement

On April 14, 2026, the Company entered into a Mutual Collaboration Agreement (the "Collaboration Agreement") with Foris DAX Markets, Inc., d/b/a Crypto.com, and its affiliates, including North American Derivatives Exchange, Inc. d/b/a Crypto.com | Derivatives North America ("CDNA") and Foris DAX FCM, LLC.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.

Grant of Regulatory License

On June 24,2026, ROLR US LLC ("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. (formerly known as Foris DAX Markets, 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.

Note 2— Summary of significant accounting policIes

The Company’s complete accounting policies are described in Note 2 to the Company’s consolidated financial statements and notes for the year ended December 31, 2025 included in the Company’s annual report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 10, 2026. Since December 31, 2025, there have been no material changes to the Company’s significant accounting policies.

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of High Roller Technologies, Inc., and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared and presented in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X and pursuant to the rules and regulations of the SEC for interim reporting. As permitted under those rules, certain footnotes and financial information that are normally required under U.S. GAAP can be condensed or omitted. The condensed consolidated balance sheet as of December 31, 2025, was derived from audited consolidated financial statements but does not include all disclosures required by U.S. GAAP. The information included in this interim report should be read in conjunction with the audited consolidated financial statements and notes thereto of the Company for the year ended December 31, 2025, as previously filed with the SEC.

In the opinion of management, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and notes thereto of the Company and include all adjustments, consisting only of normal recurring adjustments considered necessary for the fair presentation of the Company’s financial position and operating results. Operating results for the interim periods presented are not necessarily indicative of the results expected for a full fiscal year or any future periods.

The historical results of operations of Casinoroom.com are presented as discontinued operations in these Consolidated Financial Statements. Refer to Note 17, “Discontinued Operations,” for more information.

RECLASSIFICATION

Certain prior year amounts have been reclassified to conform with current year presentation. Due to the amended services agreement between Ellmount Entertainment LTD. and Spike Up Media AB, an affiliate of the Company’s founders (“Spike Up”), certain expenses have been reclassed from advertising and promotions to direct operating costs (related party), for comparative purposes. For the three andsix months ended June 30, 2025, $1.5 million was reclassed.

Risk and Uncertainties

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

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

Use of Estimates

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, realization of intangible assets, share-based compensation, accrued jackpots, the realization of deferred tax assets, and going concern assessment.

INTANGIBLE ASSETS, NET

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

IMPAIRMENT OF LONG-LIVED ASSETS

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

Indefinite-lived intangible assets consist of trademarks, domain name 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.

To test indefinite-lived intangible assets for impairment, the Company first assesses 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 the Company determines 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.

The Company conducted an impairment analysis with respect to the Estonia gaming license and HighRoller domain name at June 30, 2026, and 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. The Company didnot have any impairment of indefinite-lived intangible assets during the six months ended June 30, 2026 and 2025.

Cash and Cash Equivalents, and Restricted Cash

Cash and cash equivalents consist of liquid checking and instant access internet banking accounts with original maturities of ninety days or less that are subject to an insignificant risk of change in value. The Company has not experienced any losses to date resulting from our banking practices.

Cash and cash equivalents that are legally restricted as to withdrawal or usage are classified as current or non-current restricted cash, as applicable, in the condensed consolidated balance sheets.

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

Due to AFFILIATES

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

Leases

Under Leases (ASC Topic 842), the Company determines if an arrangement is a lease at inception. Right-of-use (“ROU”) assets and lease liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of the Company’s leases do not provide an implicit rate, the Company uses the incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is a hypothetical rate based on the Company’s understanding of what its credit rating would be. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. When determining the probability of exercising such options, the Company considers contract-based, asset-based, entity-based, and market-based factors. The Company’s lease agreements may contain variable costs such as common area maintenance, insurance, real estate taxes or other costs. Variable lease costs are expensed as incurred on the unaudited condensed consolidated statements of operations. The Company’s lease agreements generally do not contain any residual value guarantees or restrictive covenants.

The right-of-use asset components of operating leases are included in operating leases, right-of-use assets, net in the unaudited condensed consolidated balance sheets, while the current portion of operating lease liabilities are included in operating lease obligation, current in current liabilities, and the long-term portion of operating lease liabilities is included in operating lease obligation, non-current in non-current liabilities in the unaudited condensed consolidated balance sheets.

Foreign Currency and Foreign Exchange Risk

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

Foreign currency exchange risk is the risk that the Company’s results of operations and/or financial condition could be impacted by unfavorable changes in exchange rates. The Company has transactions denominated in currencies other than the U.S. Dollar, principally the Euro but also other foreign currencies including Norwegian Krone, New Zealand Dollar and Canadian Dollar, that expose the Company’s operations to risk from the effects of exchange rate movements. Such movements may impact future revenues, expenses, and cash flows. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining other comprehensive income. Changes in the value of the Company’s cash balance due to fluctuations in foreign exchange rate are presented in the unaudited condensed consolidated statements of cash flows as effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash. As of June 30, 2026 and December 31, 2025, 9% and 99%, respectively, of the Company’s cash, cash equivalents and restricted cash reside in bank accounts located outside of the United States. The Company’s primary foreign currency exchange risk occurs between the time when other foreign currencies are exchanged for wagering on the Platform, and when those funds are settled to the Company in Euro. The relatively stable status of the Euro reduces but does not eliminate the Company’s exposure to foreign currency exchange risk. In addition, gains and losses related to translating certain cash balances from the Euro to the U.S. Dollar, as well as payable balances also impact net income. As the Company’s foreign operations expand, results may be impacted further by fluctuations in the exchange rates of the currencies in which the Company does business. The Company has not used any derivative financial instruments to manage its foreign currency exchange risk exposure.

In most of the Company’s operations, the Company transacts primarily in the Euro, including wagered amounts, net revenue, revenue share, and employee-related compensation costs. Operating arrangements with payment service providers who convert player funds to the Euro from other currencies, for example the Canadian Dollar, could further negatively impact foreign currency exchange risk if the exchange spot rates used are unfavorable as compared to European Central Bank exchange rates. Foreign currency gains and losses arising from transactions denominated in currencies other than the functional currency are included in net income (loss) and are included within general and administrative expenses. For thethree months ended June 30, 2026 and 2025, the Company incurred foreign currency transaction losses of $0.1 million and $0.1 million, respectively. For the six months ended June 30, 2026 and 2025, the Company incurred foreign currency transaction losses of $0.2 million and $0.3 million, respectively.

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

Credit Risk

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

RECENTLY ADOPTED Accounting Pronouncements

In September 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This update removes the legacy, prescriptive project-stage model for internal-use software capitalization. Instead, it introduces a single, principles-based framework applicable to both linear and nonlinear development methodologies. The Company has adopted the standard effective January 1, 2026.

Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.

Note 3— Revenue

The components of disaggregated revenue for thethree and six months ended June 30, 2026 and 2025 were as follows:

All the Company’s revenue generated through non-core services can be attributed to Sweden. The Company’s net gaming revenue by country for those with significant revenue for thethree and six months ended June 30, 2026 and 2025 is summarized as follows:

As of June 30, 2026 and December 31, 2025, the Company did not record any contract assets or liabilities.

Note 4— Cash and cash equivalents

The following table reconciles cash and cash equivalents, and restricted cash in the unaudited condensed consolidated balance sheets to the totals shown on the unaudited condensed consolidated statements of cash flows as of June 30, 2026 and December 31, 2025:

The following table presents cash and cash equivalents, and restricted cash held in accounts in each country (translated into USD) as of June 30, 2026 and December 31, 2025:

Note 5— Prepaid expenses and other current assets

Prepaid expenses and other current assets at June 30, 2026 and December 31, 2025, are summarized as follows:

Note 6— Intangible assets, Net

Intangible assets, net at June 30, 2026 and December 31, 2025, are summarized as follows:

Trademarks, licenses and domain names have no amortization as the Company recognizes these identified intangibles assets as having an indefinite useful life. The Company considered various economic and competitive factors, including but not limited to, the life of trademarks and licenses that have been in existence with trademarks generally in the casino industry. The Company expects to generate cash flows from these intangible assets for an indefinite period of time. The Company’s trademarks, licenses and domain names are located in Europe and the US. There wasno impairment during the three and six months ended June 30, 2026 and 2025.

For thesix months ended June 30, 2026 and 2025, the Company capitalized costs of $0.9 million and $0.3 million incurred with respect to internal-use software, respectively. The Company recorded $0.1 million and $0.1 million in amortization expense on internal-use software for thethree months ended June 30, 2026 and 2025, respectively, which is included in general and administrative expenses in the unaudited condensed consolidated statements of operations. The Company recorded $0.1 million and $0.1 million in amortization expense on internal-use software for the six months ended June 30, 2026 and 2025, respectively, which is included in general and administrative expenses in the unaudited condensed consolidated statements of operations.

Note 7— Property and equipment

Property and equipment at June 30, 2026 and December 31, 2025, are summarized as follows:

The Company recorded depreciation expense on property and equipment of $17 thousand and $15 thousand for thethree months ended June 30, 2026 and 2025, respectively, which is included in general and administrative expenses in the unaudited condensed consolidated statements of operations. The Company recorded depreciation expense on property and equipment of $31 thousand and $28 thousand for thesix months ended June 30, 2026 and 2025, respectively, which is included in general and administrative expenses in the unaudited condensed consolidated statements of operations.

Note 8— Accrued expenses

Accrued Expenses at June 30, 2026 and December 31, 2025, are summarized as follows:

Note 9— Stockholders’ equity

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

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

Note 10— Net INCOME (loss) per share

The computation of net income (loss) per common share and the weighted average common shares outstanding for thethree and six months ended June 30, 2026 and 2025, is summarized as follows:

As of June 30, 2026 and 2025, the Company excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of earnings per share for thethree and six months ended June 30, 2026 and 2025 as their effect would have been anti-dilutive. The additional securities are excluded from the dilutive earnings per share calculation are as follows:

Note 11 — Share-based compensation

The Company adopted its 2024 Equity Incentive Plan in January 2024 to provide equity-based compensation incentives in the form of options, restricted stock unit awards, performance awards, restricted stock awards, stock appreciation rights, and other forms of awards to employees, directors and consultants, including employees and consultants or affiliates, to purchase the Company’s common stock in order to motivate, reward and retain personnel. Upon adoption, an aggregate of 1,700,000 shares of common stock was reserved for grant and issuance pursuant to the equity incentive plan. On November 17, 2025, the stockholders of the Company approved and adopted an amendment to the Company’s 2024 Equity Incentive Plan, as amended, at its 2025 annual meeting of stockholders to increase the number of shares of common stock available for issuance thereunder from 1,700,000 to 4,200,000.

A summary of option activity for thesix months ended June 30, 2026, and the year ended December 31, 2025, is presented below:

Options granted during thesix months ended June 30, 2026 and 2025, were valued using the Black-Scholes option-pricing model with the following assumptions.

The Company estimates its expected volatility by using a combination of historical share price volatilities of similar companies within the Company’s industry. The risk-free interest rate assumption is based on observed interest rates for the appropriate term of the Company’s options on a grant date. The expected option term assumption is estimated using the simplified method and is based on the mid-point between vest date and the remaining contractual term of the option, since the Company does not have sufficient exercise history to estimate expected term of its historical option awards.

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

Compensation costs related to non-vested option rewards not yet recognized as of June 30, 2026 was $759 thousand and will be recognized over the next 2.75 years.

A summary of restricted stock units (“RSUs”) activity for thesix months ended June 30, 2026, and the year ended December 31, 2025, is presented below:

The total fair value of RSUs vested during thesix months ended June 30, 2026 and 2025, was$359 thousand and $403 thousand, respectively.

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

Of the RSUs granted during thesix months ended June 30, 2026,234,100 were determined to be time-based RSUs. Total compensation cost related to non-vested time-based RSUs not yet recognized as of June 30, 2026, was approximately$1,073 thousand which will be recognized on a straight-line basis through the end of the vesting period in 2029. Total compensation cost related to non-vested performance-based RSUs not yet recognized as of June 30, 2026 was approximately $117 thousand.

Warrants

As of June 30, 2026, and December 31, 2025, the Company had the following warrants outstanding:

Note 12 — Related party transactions

SERVICE AGREEMENTS

The Company had previously entered into a Services Agreement with Spike Up, pursuant to which, among other things, Spike Up provides certain specified services to the Company, these include marketing and promotion and other operating support for the Company.

For thethree months ended June 30, 2026 and 2025, the Company generated $0.4 million and $0.7 million in revenue, respectively, related to the services performed by Spike Up for the Company. For thesix months ended June 30, 2026 and 2025, the Company generated $0.7 million and $1.0 million in revenue related to the services performed by Spike Up for the Company. For the three and six months ended June 30, 2025, $0.1 million and $0.3 million, respectively, are included in net income from discontinued operations, net of taxes in the unaudited condensed consolidated statements of operations.

For thethree months ended June 30, 2026 and 2025, the Company recognized $0.3 million and $0.3 million, respectively, for marketing and other operating costs performed by Spike Up on behalf of the Company, which was included in advertising and promotion in the unaudited condensed consolidated statements of operations. For thesix months ended June 30, 2026 and 2025, the Company recognized $0.4 million and $1.0 million, respectively, for marketing and other operating costs performed by Spike Up on behalf of the Company.

For thethree months ended June 30, 2026 and 2025, the Company also incurred other costs from Spike Up that were included in the unaudited condensed consolidated statements of operations, consisting of $0.1 million and $0.4 million, respectively, included in direct operating costs. For the six months ended June 30, 2026 and 2025, the Company also incurred other costs from Spike Up that were included in the consolidated statements of operations, consisting of $0.3 million and $0.9 million, respectively, included in direct operating costs. For the three and six months ended June 30, 2025, $0.1 million and $0.3 million, respectively, are included in net income from discontinued operations, net of taxes in the unaudited condensed consolidated statements of operations

Happy Hour Solutions Ltd., a company registered in Cyprus and, until the company acquired Happy Hour Solutions Ltd. on December 31, 2025, a subsidiary of Happy Hour Entertainment Holdings Ltd., is the holder of an Estonian gaming license, and as of October 21, 2021 entered into a Services Agreement with HR Entertainment Ltd., a company registered in the British Virgin Islands, whereby Happy Hour Solutions would provide gaming and technical solutions, as well as hosting and cloud services, customer services, management information systems and other operational services for HR Entertainment. We entered into several agreements with Happy Hour Solutions Ltd., including:

 a Domain License Agreement, dated January 1, 2022 (which we refer to as the “Effective Date”), that gives Happy Hour Solutions the right to use our domain:

 a Nominee Agreement, dated as of the Effective Date, which allows Happy Hour Solutions to, among other business solutions, process payments made on the aforementioned domain and allows us to host, manage, administer, operate and support, and enter into contracts in the ordinary course of business in the name of Happy Hour Solutions; and

 an Online Gaming Operations Agreement, dated March 2024, by which as further described therein we continue to supply Happy Hour Solutions, with services that commenced as of the Effective Date, related to the operation of an online casino primarily through our existing personnel, technical solutions, and commercial relationships while utilizing the Happy Hour Solutions Estonian gaming license and to recognize the revenues generated thereof as agreed upon by the parties.

The Happy Hour Solutions Agreements collectively allow HR Entertainment access to additional online gaming revenues. As of March 2024, Happy Hour Solutions Limited entered into a nominee agreement with Interstellar Entertainment N.V., a wholly owned subsidiary of the Company. For thethree months ended June 30, 2026 and 2025, the Company did not recognize any costs and an immaterial amount, respectively, for services performed for the Company by Happy Hour Entertainment Holdings and its wholly owned subsidiaries which was included in general and administrative expenses in unaudited condensed consolidated statements of operations. Happy Hour Solutions Limited was acquired by the Company on December 31, 2025.

DUE TO AFFILIATES

The components of related party balances included in “due from” affiliates and “due to affiliates” on the unaudited condensed consolidated balance sheets as of June 30, 2026, and December 31, 2025, are summarized as follows:

note 13 — Income Taxes

The Company recognized federal, state and foreign income tax expense (benefit) of $47 thousand and $54 thousand for thesix months ended June 30, 2026 and 2025, respectively. The effective tax rates for thesix months ended June 30, 2026 and 2025, were (0.90)% and (1.42)%. The difference between the Company’s effective tax rate and the U.S. statutory tax rate of 21%wasdue to a valuation allowance recorded on the Company’s net U.S. deferred tax assets and valuation allowances recorded on deferred tax assets in certain foreign jurisdictions where the Company operates. The Company evaluates the realizability of the deferred tax assets on a quarterly basis and establishes a valuation allowance when it is more likely than not that all or a portion of a deferred tax asset may not be realized. The Company evaluates its tax positions and recognizes tax benefits that, more-likely-than-not, will be sustained upon examination based on the technical merits of the position. The Company did not have any unrecognized tax benefits as of June 30, 2026 or December 31, 2025.

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted. Key income tax-related provisions of the OBBBA include the repeal of mandatory capitalization of domestic research and development expenditures under Internal Revenue Code (“IRC”) Section 174 (reinstating full expensing beginning in 2025), extension of bonus depreciation, and revisions to international tax regimes. These changes are reflected in the Company’s results for thethree and six months ended June 30, 2026.

HIGH ROLLER TECHNOLoGIES, INC. AND SUBSIDIARIES

note 14 — Commitments and contingencies

LEGAL CLAIMS

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

In the normal course of business, the Company may be subject to claims and litigation. The Company reviews its legal proceedings and claims, regulatory reviews and inspections, and other legal matters on an ongoing basis and follows appropriate accounting guidance when making accrual and disclosure decisions. If necessary, the Company establishes accruals for those contingencies when the incurrence of a loss is probable and can be reasonably estimated, and the Company discloses the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued if such disclosure is necessary for the Company’s unaudited condensed consolidated financial statements to not be misleading. The Company does not record an accrual when the likelihood of loss being incurred is probable, but the amount cannot be reasonably estimated, or when the loss is believed to be only reasonably possible or remote, although disclosures are made for material matters as required by ASC 450-20, Contingencies.

For thesix months ended June 30, 2026, and the year ended December 31, 2025, the Company had certain pending or threatened legal claims or actions in which the incurrence of a loss was deemed probable. Ellmount Entertainment Ltd, a wholly-owned subsidiary of the Company, has litigation pending in Austria and Germany relating to player claims and associated legal fees. The Company has established a full provision for these claims and related fees, which is included in accrued expenses in the unaudited condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025. The Company does not currently target these markets and does not anticipate further claims of a similar nature arising in these markets.

PRINCIPAL COMMITMENTS

The Company’s principal commitments primarily consist of operating lease obligations for office space and finance leases obligations, services agreements, and other contractual commitments. The principal commitments and contingencies are described in Note 15 - Leases.

note 15 — Leases

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

Right-of-use assets for these administrative office leases as of June 30, 2026, and December 31, 2025, are summarized as follows:

The Company has no other material operating or financing leases with terms greater than 12 months.

Lease expense for operating leases recorded in the balance sheets is included in operating costs and expenses and is based on the future minimum lease payments recognized on a straight- line basis over the term of the lease plus any variable lease costs. Operating lease expenses, inclusive of short-term and variable lease expenses, included in the Company's unaudited condensed consolidated statements of operations for thethree months ended June 30, 2026 and 2025, were $0.06 million and $0.06 million, respectively. Operating lease expenses, inclusive of short-term and variable lease expenses, included in the Company's unaudited condensed consolidated statements of operations for thesix months ended June 30, 2026 and 2025, were $0.1 million and $0.1 million, respectively.

Annual maturities analysis under the Malta lease agreement at June 30, 2026, is as follows:

Operating lease obligations are based on the net present value of the remaining lease payments over the remaining lease term. In determining the present value of lease payments, the Company used its incremental borrowing rate on the date of adoption of ASU 2016-02, Leases. As of June 30, 2026, the weighted average remaining lease term is 3.5 years and the weighted average discount rate used to determine the operation lease liability was 4.5%.

NOTE 16— SEGMENT REPORTING

For the six months ended June 30, 2026 and 2025, management has determined that the Company functions as asingle operating segment, and thus reports as asingle reportable segment. This determination is based on rules prescribed by GAAP applied to the manner in which management operates the Company. In particular, management assessed the discrete financial information routinely reviewed by the Company’s chief operating decision maker (“CODM”), its Chief Executive Officer, to monitor the Company’s operating performance and support decisions regarding allocation of resources to its operations. Specifically, performance is continuously monitored at the consolidated level as the Company is engaged in essentially the same business, which focuses on providing an online gaming casino to customers. The CODM evaluates the financial performance of the Company primarily by evaluating revenue (as disclosed on the unaudited condensed consolidated statements of operations), adjusted EBITDA (a non-GAAP measure), and cash provided by operating activities (as disclosed on the unaudited condensed consolidated statements of cash flows) to assess the Company's results and in the determination of allocating resources. For thethree months ended June 30, 2026 and 2025 adjusted EBITDA was ($1,823) thousand and ($198) thousand, respectively. For thesix months ended June 30, 2026 and 2025 adjusted EBITDA was ($3,105) thousand and ($3,175) thousand, respectively. The CODM may use disaggregated revenue metrics to evaluate game offerings, active user count, and customer retention, among other things. Adjusted EBITDA and cash provided by operating activities are reviewed to assess allocation of resources. The significant expenses reviewed by the CODM are direct operating expenses, advertising and promotion expenses, and general and administrative expenses as presented on the unaudited condensed consolidated statements of operations.

ADJUSTED EBITDA

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:

(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 and applicable employee payroll taxes).

(2) Includes amortization of intangible assets generated through business acquisitions and depreciation of property and equipment, amortization of contract costs, and amortization of internally developed software and other intangible assets. Excludes amortization of right of use assets.

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

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

There have been no changes in the Company’s segment structure during the six months ended June 30, 2026 and 2025.

NOTE 17 — DISCONTINUED OPERATIONS

On December 31, 2025, the Company agreed to assign and transfer to Happy Hour Entertainment Holdings Ltd. the domain name www. casinoroom.com and all variations and extensions of the “Casino Room Domain”. In exchange for the Casino Room Domain, the Company received 100% of the issued and allotted share capital of Happy Hour Solutions Limited, which holds a valid remote gambling license issued by the Estonian Tax and Customs Board.

The sale of the Casino Room Domain represents a strategic shift for the Company. Revenue and net income from discontinued operations of $2.7 million, for a total net income of $1.0 million, was recorded in net income from discontinued operations in the unaudited condensed consolidated statement of operations for the six months ended June 30, 2025. There wereno assets and liabilities related to the Casino Room Domain in the balance sheets as of June 30, 2026 and December 31, 2025.

The following table summarizes the Company’s income from discontinued operations for the three and six months ended June 30, 2025:

The unaudited condensed consolidated statements of cash flows includes continuing operations and discontinued operations. The following table summarizes the cash flows from operations of discontinued operations for the three and six months ended June 30, 2025:

note 18 — Subsequent events

The Company has evaluated subsequent events occurring after June 30, 2026 through August 11, 2026, the date these unaudited condensed consolidated financial statements were issued. Based on this evaluation, the Company did not identify any subsequent events that would have required adjustment to, or disclosure in, these unaudited condensed consolidated financial statements.