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 the three months ended March 31, 2026 and 2025, the Company generated no revenues related to the services performed by Spike Up for the Company. Included in net income from discontinued operations, net of taxes in the consolidated statements of operations for the three months ended March 31, 2025, $1.6 million.

For the three months ended March 31, 2026 and 2025, the Company recognized $0.1 million and $0.7 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 the three months ended March 31, 2026 and 2025, the Company did not incur any costs from Spike Up related to services performed by Spike Up on behalf of the Company. Included in net income from discontinued operations, net of taxes in the consolidated statements of operations for the three months ended March 31, 2025, $0.02 million.

For the three months ended March 31, 2026 and 2025, the Company also incurred other costs from Spike Up that were included in the consolidated statement of operations, consisting of $0.2 million and $0.3 million, respectively, included in direct operating costs. For the three months ended March 31, 2025, $1.1 million, is included in net income for discontinued operations, net of taxes, respectively.

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 and 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

         in an March 2024 Online Gaming Operations Agreement, 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 High Roller Technologies Inc. For the three months ended March 31, 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 condensed consolidated statements of operations. Happy Hour Solutions Limited was acquired by the Company on December 31, 2025.

Due From/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 March 31, 2026, and December 31, 2025, are summarized as follows: