Document And Entity Information - shares |
3 Months Ended | |
|---|---|---|
Mar. 31, 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 March 31, 2026, originally filed with the Securities and Exchange Commission (the “SEC”) on May 12, 2026 (the “Original Filing”), to restate the Company’s unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2026 (the “Restatement”). The Restatement corrects the accounting for a non-cash cost of the Company’s January 2026 registered direct offering (the “Offering”). It reduces the Company’s previously reported net loss for the three months ended March 31, 2026 by $1.0 million, or $0.10 per basic and diluted share, and has no effect on the Company’s revenue, cash, total stockholders’ equity or net cash flows. Subsequent to 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. In the Original Filing, the Company recognized this amount as general and administrative expense. 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 three months ended March 31, 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 and the Company’s independent registered public accounting firm, concluded that such previously issued financial statements should no longer be relied upon. 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 June 30, 2026 concurrently with this Amendment. The error arose in the first quarter of 2026 and does not affect the Company’s results of operations for the three months ended June 30, 2026. 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 terms or 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 Three months ended March 31, 2026 Revenue $ 3,366 $ — $ 3,366 General and administrative expense 4,519 (1,003) 3,516 Loss from operations (2,996) 1,003 (1,993) Net loss (2,966) 1,003 (1,963) Basic and diluted net loss per share $ (0.29) $ 0.10 $ (0.19) Net cash used in operating activities (2,991) — (2,991) As of March 31, 2026 Cash, cash equivalents and restricted cash $ 23,077 $ — $ 23,077 Total assets 39,283 — 39,283 Additional paid-in capital 57,960 (1,003) 56,957 Accumulated deficit (27,265) 1,003 (26,262) Total stockholders’ equity $ 31,498 $ — $ 31,498 Adjusted EBITDA, a non-GAAP financial measure, is unchanged at $(1.3) million for the three months ended March 31, 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 included in Part I, Item 1 of this Amendment for additional information. 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 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. Internal Control Considerations In connection with the Restatement, management reassessed the effectiveness of the Company’s disclosure controls and procedures as of March 31, 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 had not been fully remediated as of that date. Management concluded, as it did in the Original Filing, that the Company’s disclosure controls and procedures were not yet effective as of March 31, 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 June 30, 2026. | |
| Current Fiscal Year End Date | --12-31 | |
| Document Fiscal Period Focus | Q1 | |
| Document Fiscal Year Focus | 2026 | |
| Document Type | 10-Q/A | |
| Document Quarterly Report | true | |
| Document Period End Date | Mar. 31, 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 |