Document And Entity Information - shares |
6 Months Ended | |
|---|---|---|
Jun. 30, 2026 |
Oct. 12, 2026 |
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| Cover [Abstract] | ||
| Entity Central Index Key | 0001947210 | |
| Entity Registrant Name | High Roller Technologies, Inc. | |
| Amendment Flag | true | |
| Amendment Description | Introduction This Amendment No. 1 on Form 10-Q/A (this “Amendment”) amends the Quarterly Report on Form 10-Q of High Roller Technologies, Inc. (the “Company”) for the quarterly period ended June 30, 2026, originally filed with the Securities and Exchange Commission (the “SEC”) on August 11, 2026 (the “Original Filing”) to restate (the “Restatement”) the Company’s unaudited condensed consolidated financial statements as of and for the six months ended June 30, 2026 (the “Affected Period”). The Restatement corrects the accounting for a non-cash cost of warrants issued to the placement agent as compensation in connection with the Company’s registered direct offering consummated in January 2026 (the “Offering”). It reduces the Company’s previously reported net loss for the six months ended June 30,2026 by $1.0 million, or $0.09 per basic and diluted share, does not affect the Company’s results of operations for the three months ended June 30, 2026, and has no effect on the Company’s revenue, cash, total stockholders’ equity or net cash flows. Subsequent to the filing of the Original Filing, the Company identified a non-cash accounting error for the $1.0 million grant-date fair value of warrants to purchase 94,625 shares of common stock issued to the placement agent as compensation for its services in connection with the Offering. The Company recognized this amount as general and administrative expense in the first quarter of 2026, and it was included in general and administrative expense for the six months ended June 30, 2026 in the Original Filing. Under U.S. GAAP, including SEC Staff Accounting Bulletin Topic 5.A (ASC 340-10-S99-1), costs directly attributable to an offering of equity securities, such as these warrants, are charged against the gross proceeds of the offering as a reduction of additional paid-in capital rather than expensed. As a result, the Company’s previously reported general and administrative expense and net loss for the six months ended June 30, 2026 were each overstated by $1.0 million. All other issuance costs of the Offering were recorded as a reduction of additional paid-in capital in the Original Filing and are not affected by the Restatement. The Company evaluated the error in accordance with ASC 250, Accounting Changes and Error Corrections, and SEC Staff Accounting Bulletin Topic 1.M, Materiality, and concluded that it was material to the unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2026 and as of and for the six months ended June 30, 2026, principally because of its effect on net loss and net loss per share. On October 15, 2026, the Audit Committee of the Company’s Board of Directors, after discussion with management concluded that such previously issued financial statements should no longer be relied upon. The Audit Committee has discussed the matter with the Company’s independent registered public accounting firm. Accordingly, investors should no longer rely upon those financial statements or, to the extent they describe those financial statements, the related earnings releases and other communications. The Company reported this conclusion in a Current Report on Form 8-K filed with the SEC on October 16, 2026, and is filing Amendment No. 1 to its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 concurrently with this Amendment. Impact of the Restatement The Restatement does not affect the Company’s revenue, cash, working capital, total assets, total liabilities, total stockholders’ equity, income tax expense or net cash flows. It also does not change the fair value of the warrants or the cash proceeds the Company received from the Offering. The following table summarizes the effect of the Restatement on selected financial statement line items: (in thousands, except per share amounts) As Previously Reported Adjustment As Restated Six months ended June 30, 2026 Revenue $ 6,175 $ — $ 6,175 General and administrative expense 7,879 (1,003) 6,876 Loss from operations (5,467) 1,003 (4,464) Net loss (5,336) 1,003 (4,333) Basic and diluted net loss per share $ (0.50) $ 0.09 $ (0.41) Net cash used in operating activities (5,873) — (5,873) Three months ended June 30, 2026 Net loss $ (2,370) $ — $ (2,370) Basic and diluted net loss per share $ (0.22) $ — $ (0.22) As of June 30, 2026 Cash, cash equivalents and restricted cash $ 18,540 $ — $ 18,540 Total assets 36,741 — 36,741 Additional paid-in capital 58,413 (1,003) 57,410 Accumulated deficit (29,635) 1,003 (28,632) Total stockholders’ equity $ 29,627 $ — $ 29,627 Adjusted EBITDA, a non-GAAP financial measure, is unchanged at $(3.1) million for the six months ended June 30, 2026, because the warrant cost was excluded from Adjusted EBITDA in the Original Filing. See “Non-GAAP Information” in Part I, Item 2 of this Amendment for a reconciliation to net loss, the most directly comparable GAAP measure. See Note 18 — Restatement of Previously Issued Financial Statements to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Amendment for additional information regarding the Restatement and a reconciliation of the amounts previously reported to the amounts as restated. Amended Items For the convenience of the reader, this Amendment sets forth the Original Filing in its entirety, as amended to reflect the Restatement. In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the following Items of the Original Filing have been amended to reflect the Restatement: Part I — Item 1. Financial Statements Part I — Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Part I — Item 4. Controls and Procedures Part II — Item 1A. Risk Factors Part II — Item 6. Exhibits In addition, as required by Rule 12b-15 under the Exchange Act, new certifications of the Company’s principal executive officer and principal financial officer are filed as Exhibits 31.1 and 31.2, and furnished as Exhibits 32.1 and 32.2, to this Amendment. Updated Inline XBRL data files are included as Exhibits 101 and 104. Restatement and Correction The Company evaluated the error in accordance with SEC Staff Accounting Bulletin Topic 1.M, Materiality, commonly referred to as SAB No. 99, and concluded that the error was material to the previously issued financial statements. Accordingly, the Company has restated the affected unaudited condensed consolidated financial statements included in this Amendment. The accompanying unaudited condensed consolidated financial statements and related disclosures have been revised to reflect the proper accounting for the warrants issued to the Placement Agent as an equity issuance cost recorded as a reduction of APIC rather than as general and administrative expense. The financial statements included in this Amendment present the Company’s financial position and results of operations as restated, with appropriate disclosure of the amounts previously reported and the effects of the Restatement. Internal Control Considerations In connection with the Restatement, management reassessed the effectiveness of the Company’s disclosure controls and procedures as of June 30, 2026. Management identified an additional material weakness in internal control over financial reporting, relating to the operation of its management review control over the accounting for significant and unusual transactions, and determined that the previously identified material weakness disclosed in the Original Filing had not been fully remediated as of the end of the period covered by the Original Filing. Management concluded, as it did in the Original Filing, that the Company’s disclosure controls and procedures were not effective as of June 30, 2026. Management has implemented substantial portions of its remediation plan for the previously identified material weakness and is implementing a remediation plan for the additional material weakness, which includes enhanced technical accounting review of significant and unusual transactions and defined criteria for consulting qualified external technical accounting advisors before such accounting conclusions are finalized. See Part I, Item 4. Controls and Procedures of this Amendment for additional information. Other Information Except for the matters described above, certain corrections to presentation and disclosure in Part I, Items 1 and 2 that do not affect the Company’s financial position, results of operations or cash flows, and the related changes necessary to reflect the Restatement, this Amendment does not amend, update or otherwise modify the Original Filing. This Amendment does not reflect events occurring after the filing date of the Original Filing, except as specifically required in connection with the Restatement. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company’s other filings with the SEC, including Amendment No. 1 to its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026. | |
| Current Fiscal Year End Date | --12-31 | |
| Document Fiscal Period Focus | Q2 | |
| Document Fiscal Year Focus | 2026 | |
| Document Type | 10-Q/A | |
| Document Quarterly Report | true | |
| Document Period End Date | Jun. 30, 2026 | |
| Document Transition Report | false | |
| Entity File Number | 001-42202 | |
| Entity Incorporation, State or Country Code | DE | |
| Entity Tax Identification Number | 87-4159815 | |
| Entity Address, Address Line One | 400 South 4th Street, Suite 500-#390 | |
| Entity Address, City or Town | Las Vegas | |
| Entity Address, State or Province | NV | |
| Entity Address, Postal Zip Code | 89101 | |
| City Area Code | 702 | |
| Local Phone Number | 509-5244 | |
| Title of 12(b) Security | Common Stock, par value $0.001 per share | |
| Trading Symbol | ROLR | |
| Security Exchange Name | NYSEAMER | |
| Entity Current Reporting Status | Yes | |
| Entity Interactive Data Current | Yes | |
| Entity Filer Category | Non-accelerated Filer | |
| Entity Small Business | true | |
| Entity Emerging Growth Company | true | |
| Entity Ex Transition Period | false | |
| Entity Shell Company | false | |
| Entity Common Stock, Shares Outstanding | 11,020,628 |