NATURE OF OPERATIONS	3 Months Ended
Mar. 31, 2026
NATURE OF OPERATIONS
NATURE OF OPERATIONS	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 will be applying for a guaranteed introducing broker license, followed by an introducing broker license, to operate in the regulated US prediction markets under its wholly owned subsidiary ROLR US LLC. 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 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 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 Spike Up Media, A.B. the domain name www. casinoroom.com and all variations and extensions 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 consolidated statements of operations for the three months ended March 31, 2025. The net income from discontinued operations for the three months ended March 31, 2025 represents the results associated with the Casino Room Domain results from the prior period. 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 initially will 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.

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 will be applying for a guaranteed introducing broker license, followed by an introducing broker license, to operate in the regulated US prediction markets under its wholly owned subsidiary ROLR US LLC.

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

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.

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, 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 has no operations.

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

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.

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

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

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.

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

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

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.

On December 31, 2025, the Company agreed to assign and transfer to Spike Up Media, A.B. the domain name www. casinoroom.com and all variations and extensions 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 consolidated statements of operations for the three months ended March 31, 2025. The net income from discontinued operations for the three months ended March 31, 2025 represents the results associated with the Casino Room Domain results from the prior period.

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.

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.

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 initially will 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.