High Roller Technologies, Inc. ROLR US Equity☆

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following management’s discussion and analysis (“MD&A”) in conjunction with the information set forth within the consolidated financial statements and related notes included in this Annual Report. Some of the information contained in this MD&A or set forth elsewhere in this Annual Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the “Forward-Looking Statements" and "Risk Factors" sections of this Annual Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following MD&A.

Our Business

We are an evolving and growth-oriented global online gaming operator focused on providing its customers with the most exciting, enjoyable and compelling online experience on the market. Our experienced operational management team actively oversees engagement with its players and partners. The Company’s Platform is based around a set of gaming products, which the Company refers to as “iCasino” and is offered to players in select markets throughout the world. We currently offers more than 6,000 games from over 90 providers, representing largely the entire range of iCasino games which are most attractive to our player base including video slots, blackjack, roulette, baccarat, craps, and video poker. A number of the Company’s games are available to play with a live dealer including blackjack, video poker, roulette, baccarat, craps, Game Shows and other popular live games.

High Roller Technologies, Inc. was incorporated in Delaware in 2021 as a holding company, with the intent to seek an initial public offering on a United States securities exchange. In January 2022 we launched HighRoller.com to deliver more immersive real money gaming experiences for the iCasino market. Prior to our transition to the HighRoller.com Platform we operated our online iCasino activities under the casinoroom.com domain name. We operate an online gaming business offering casino games to customers in various jurisdictions worldwide under the HighRoller.com, Kassuuu.com and fruta.com domain names principally utilized our Curacao license, and are currently under our Estonian license.

Through our Platform we provide iCasino, or online casino, consisting of the full suite of games available in land-based casinos, such as blackjack, roulette, baccarat, poker, and slot machines. We generate revenue through hold, or gross winnings, as users play against the house. We believe iCasino provides lower volatility versus land-based casinos due to easier advance-based predictions on gaming rules and statistics.

We currently are present and active in several markets around the world. Our focus will primarily be to enter regulated markets in Europe and North America. We intend to seek entry into one or more regulated North American markets but have not identified any target or budgeted any amount for such entries. We currently expect that initial entry into the regulated Ontario market to occur in approximately the first half of 2026. No assurance can be given that these efforts will prove successful. Our business may suffer if we are unable to open new geographical markets or if we are unable to continue expanding within existing markets.

We are implementing a multi-brand strategy to launch new brands utilizing our current licenses and using our existing resources. The scalability of our Platform allows the Company to use existing resources to launch new brands that provide access to new target demographics and generate new revenues through existing player acquisition channels while maintaining the current cost structure with nominal incremental costs. The conversion of marketing spend into new player acquisition or existing player reactivation on our current and future portfolio of brands will ultimately determine where player acquisition funds are spent on a market-to-market basis. While no assurances can be given that these efforts will be successful, and management’s time as well as nominal incremental costs may be spent with limited financial results, management believes that this strategy mitigates any material negative impact on operations or financial position by leveraging scalable processes and technologies within our Platform. If market reception is successful, a new brand may generate material revenue. We soft launched our second active brand, Fruta.com, in December 2023, allowing select players to test the website prior to going live in February 2024. In September 2025 we launched our third brand, Kassuuu.com. We are currently exploring opportunities for other future brand launches.

We obtain our iCasino game offerings from over 90suppliers such as Pragmatic Play, Push Gaming, Evolution Gaming for Live Dealer Services, Big Time Gaming, Red Tiger Gaming, Play’n Go, Netent, Quickspin and others. These content and gaming licenses are subject to standard revenue-share agreements, whereby suppliers receive a percentage of the net gaming revenue generated from their respective casino games and payment combinations, including agreed upon fixed costs.

Our plan is to excite the iCasino industry by focusing on streaming and social experiences based on real money gaming experiences for the customer.

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During the first half of 2022, we rebranded our iCasino operations from CasinoRoom.com to HighRoller.com and concurrently commenced to reposition our legacy gaming operator “CasinoRoom.com” into an online casino ratings and reviews portal that would generate high-value leads and targeted search engine traffic (SEO) for HighRoller.com and customer leads for other casinos particularly in markets that we do not serve. On December 31, 2025 we divested Casinoroom.com. See Note 18 for details.

Spike Up Media, an affiliate of our founders, is one of a handful of globally foremost providers of lead generation and we believe that our association with Spike Up Media provides high-quality, cost-effective lead generation converting into active customers which together with our favorable customer acquisition costs and customer retention will result in favorable gross operating margins.

Below is a quarterly breakdown for the periods indicated of the non-financial key performance indicators of

quarterly active users, defined as the number of users who placed at least one bet during a respective quarter;

quarterly unique depositing customers (“UDCs”), defined as the number of unique users who made at least one deposit during a respective quarter; and

quarterly wagers, defined as the total amount of real money bets placed by our users.

Quarterly Active Users Quarterly UDCs Quarterly Wagers (in thousands)

We believe that ours is an attractive proposition which extends beyond a dynamic base product offering to one that has a broad selection of entertaining and exciting content having more than 6,000 slot and other iCasino games, with a number of our most popular games being available to play with a live dealer, such as blackjack, video poker, roulette, baccarat, and craps sourced from over 90 content providers. We provide loyalty program offers with generous cash back, inviting hospitality experiences, other welcoming introductory services and longer play incentives. All our players are treated with an attractive welcome package of bonuses and free spins on popular slots. Each time a player levels up to a next tier of play, the player is instantly rewarded with free spins at the slots they prefer at their then stake levels of play. We focus on a rapid registration process and allow players one tap search to discover and select their games of choice. Our players also appreciate rapid payment processing through our automated cashier.

We currently accept wagers in multiple currencies. We generated approximately $557.4 million in customer-paid real money bets during the year ended December 31, 2025 and $661.5 million in customer-paid real money bets during the year ended December 31, 2024 utilizing our HighRoller.com domain name. During the year ended December 31, 2025, the average revenue per user was $258as compared to approximately $252 per user for the same period in 2024. The decrease in overall bets was due to the focus on more profitable markets, as the revenue per user increased year over year. User deposits were approximately$87million during the year ended December 31, 2025 as compared to deposits of almost $90 million during the same period in 2024. During the year ended December 31, 2025, we had approximately 88,364 active users as compared to approximately 104,849 active users for the same period in 2024, representing period over period decline of approximately 16%. Furthermore, during the year ended December 31, 2025, we had approximately 38,517first time depositors and approximately 79,652unique depositors as compared to approximately 58,300 first time depositors and approximately 96,663 unique depositors for the same period in 2024, representing period over period decrease of approximately 34% and 18%, respectively. Our net gaming revenue was$20.5 millionand$23.2 millionforthe years ended December 31, 2025 and 2024, respectively.

Our gaming operations extend across international markets by arrangements that utilize third party licenses authorized by other local and remote authorities. We expect that new geographical markets will be material additional drivers of our revenue growth and profit in subsequent years. Through our relationship with Spike Up Media we are able to outsource parts of our marketing department, resulting in access to broader industry knowledge than would otherwise be readily available to us, as well as give us the ability to scale much quicker and more effectively than many of our competitors. By way of illustration, when entering a new market we will need to hire additional staff, familiarize ourselves with such matters as demographics, language, favorable selling points, pitfalls to avoid, competitor presentations and operations, and other market specific facts through expensive and time-consuming testing and data gathering. Our access to Spike Up’s extensive experience and market data provide us immediate market intelligence and allows us to drive viable leads in most active casino markets from the time that we access those markets. We anticipate that this accelerated new market entry will reduce costs and allow for earlier market acceptance than that which we might be able to achieve on a standalone basis. We believe that the most efficient allocation of our resources does not currently allow us to build, design and deploy proprietary games and as a result we focus our resources on aggregating and curating iCasino games from over 90dedicated game development studios. This is not inclusive of discontinued operations. See footnote 18 for more details.

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Reverse Stock Split

On January 16, 2024, our Board of Directors approved and our shareholders ratified a 1-for-3.95689 reverse stock split of our outstanding shares of common stock, which became effective on that date. All share and per share amounts have been retroactively restated.

Results of Operations

The following table sets forth a summary of our consolidated results of operations for the periods indicated. The results of historical periods are not necessarily indicative of the results of operations for any future period.

For the Year Ended

December 31,

(in thousands, except share and per share data) 2025 2024

Operating expenses

Direct operating costs:

General and administrative:

Related party 69 —

Advertising and promotions:

Product and software development:

Related party — 208

Other expenses

Interest expense, net (74) (124)

Other (expense) income (1) 1

Gain on acquisition of intangible assets 4,000 —

Income tax expense (benefit) (2,942) 7

Net Income (loss) from continuing operations $ 690 $ (8,618)

Net income from discontinued operations net of taxes $ 2,471 $ 2,695

Other comprehensive income (loss)

Foreign currency translation adjustment 79 (167)

Comprehensive income (loss) $ 3,240 $ (6,090)

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Non-GAAP information

This Report includes Adjusted EBITDA and Adjusted Earnings (Loss) Per Share, which are non-GAAP financial measures that we use to supplement our results presented in accordance with U.S. GAAP. We believe Adjusted EBITDA and Adjusted Earnings (Loss) Per Share are useful in evaluating our operating performance, similar to measures reported by our publicly-listed U.S. competitors, and regularly used by security analysts, institutional investors and other interested parties in analyzing operating performance and prospects. Adjusted EBITDA and Adjusted Earnings (Loss) Per Share are not intended to be a substitute for any U.S. GAAP financial measure. As calculated, they may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry.

We define and calculate Adjusted EBITDA as net income (loss) before the impact of interest income and expense, income tax provision or benefit, and depreciation and amortization, and further adjusted for the following items: stock-based compensation;and other non-recurring and non-operating costs or income, as described in the reconciliation below.

We define and calculate Adjusted Earnings (Loss) Per Share as basic earnings (loss) per share attributable to common stockholders before the impact of amortization of acquired intangible assets; stock-based compensation; and other non-recurring and non-operating costs or income, as described in the reconciliation below.

We include non-GAAP financial measures because they are used by management to evaluate our core operating performance and trends and to make strategic decisions regarding the allocation of capital and new investments. Adjusted EBITDA and Adjusted Earnings (Loss) Per Share exclude certain expenses that are required in accordance with U.S. GAAPbecause they are non-recurring items (for example, in the case of severance costs), non-cash expenditures (for example, in the case of amortization of acquired intangible assets, depreciation and amortization and stock-based compensation), or non-operating items which are not related to our underlying business performance (for example, in the case of interest expense).

Adjusted EBITDA

The table below presents the Company's Adjusted EBITDA reconciled to our net income (loss), which is the most directly comparable financial measure calculated in accordance with U.S. GAAP, for the periods indicated:

Year Ended December 31,

Add back items:

Stock-based compensation expense (1) 1,374 1,052

Depreciation and amortization (2) 313 262

Issuance of warrants — 250

Interest expense, net 74 124

Foreign exchange transaction loss 498 1,137

Adjusted EBITDA margin (18.00) % (25.00) %

Adjusted (loss) per share (0.39) (0.79)

(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 (including related employer payroll taxes).

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

(3)Includes severance costs, non-recurring compensation payments and gain on acquisition.

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Revenue

Revenuedecreased by $2.8 million or11.9%, to $20.5 million during the year ended December 31, 2025, as compared to $23.2 million during the year ended December 31, 2024. The decreasewas primarily due to the exit from certain markets such as Norway, causing a decrease of $3.0 million, due to a change in the regulatory environment in those markets, offset by increases in Finland of $1.7 million. The amount of real money bets during the years ended December 31, 2025, and 2024was approximately $557.4millionand $638.4million,respectively. Although total real money bets decreasedby approximately 13% during the year ended December 31, 2025, as compared to the year ended December 31, 2024, the decrease in revenue of approximately 11.9% still generated improved operating results as the new focused markets that generate more profitable revenue per user.

The Company's revenue by country for those with significant revenue for the periods indicated are as follows:

Year Ended December 31,

Direct operating costs

Direct operating costs (related party) decreasedby $2.5 million or 69.6%, to $1.1 million during the year ended December 31, 2025, as compared to $3.6 million for the year ended December 31, 2024, which is primarily related to a decrease in user acquisition where revenue share agreements existed and utilizing fewer related party affiliate marketing partners.

Direct operating costs (other)decreased by$2.1 million or 20.3%, to $8.2 millionduring the year ended December 31, 2025, as compared to $10.3 million for the year ended December 31, 2024.This is primarily related to the decrease in user acquisition where revenue share agreements, which are accounted for in direct operating costs, existed, $0.5 million, a decrease of $0.8 million in payment provider fees as we exited markets with higher fees than new focused markets and $0.4 million decrease of game provider fees as revenue decreased and fees are a percentage of GGR.

Of the total direct operating costs of $9.3 million and $13.9 million for the years ended December 31, 2025, and 2024, respectively, $3.5 millionand $5.6million, respectively,was related to revenue share paid to marketing partners for the successful acquisition of revenue generating players through their marketing channels.

General and administrative

General and administrative (related party) increasedby $69 thousand, for the year ended December 31, 2025, as compared to$0 the year ended December 31, 2024 as the company used internal resources for administrative work for the year ended December 31, 2025.

General and administrative expenses (other) increasedby$768 thousand or 8.4%, to $9.9 million for the year ended December 31, 2025, as compared to $9.1 million for the year ended December 31, 2024. The increase was primarily driven byan increase of $0.4 million in insurance costs, $0.1 million related to investor relations and $0.3 million increase in consulting labor costs.

Also included in general and administrative expenses (other) are foreign currency transaction losses, which decreasedby$0.6million to $0.5million for the year ended December 31, 2025, as compared to$1.1 million for the year ended December 31, 2024.The decrease was primarily driven by a more favorable exchange rate from Euro to USD.

Advertising and promotion

Advertising and promotions (related party) expenses increasedby $210 thousand or22.0%, to$1.2 million for the year ended December 31, 2025, as compared to $956 thousand for the year ended December 31, 2024. The increase was primarily driven by our increase in SEO expense and part of the marketing efforts in the first quarter of 2025.

Advertising and promotions expenses (other) decreasedby $1.8 million or 26.8%, to $4.9 million for the year ended December 31, 2025, as compared to $6.7 million for the year ended December 31, 2024. The decrease is primarily attributable to decreased affiliate commission cost per acquisition as cost cutting efforts and new marketing strategy implemented in the second half of 2025 that focuses on different marketing methods and new markets.

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Product and software development

Product and software development (related party) expenses decreasedto $0 for the year ended December 31, 2025, as compared to$208 thousand for year ended December 31, 2024. The decrease is primarily due to utilizing a 3rd party for custom developments as compared to using a related party for 2024.

Product and software development (other) expenses increasedby $519 thousand or 63.4%, to $1.3 million for the year ended December 31, 2025, as compared to$818 thousand for the year ended December 31, 2024. The increase is primarily driven by an increase in product development activity utilizing development resources from third parties as well as internal development resources.

Loss from operations

Loss from operations was $6.2 million for the year ended December 31, 2025, as compared to $8.5 million for the year ended December 31, 2024, primarily due to the cost cutting and focusing on more profitable markets in 2025.

Interest expense, net

Interest expense, net was $74 thousand for the year ended December 31, 2025, as compared to $124 thousand for the year ended December 31, 2024, and consisted primarily of non-cash interest expense related to the amortization of the present value discount of the domain name purchase liability (a related party liability).

Loss before income taxes

Loss before income taxes was$2.3 million for the year ended December 31, 2025, as compared to $8.6 million for the year ended December 31, 2024.

Income tax expense

Income tax expense (benefit) was $(2.9) million and$7 thousand for the years ended December 31, 2025and 2024, respectively. The benefit is due to the release of the valuation of allowance in 2025.

Net income (loss) from continuing operations

Net income from continuing operations was $690 thousand for the year ended December 31, 2025, as compared to net loss from continuing operations of $8.6 million for the year ended December 31, 2024. The improvement is primarily driven by cost cutting efforts, the gain on the acquisition of intangible assets and the release of a valuation allowance in 2025.

Other Trends Impacting Our Business

Our results of operations can and generally do fluctuate due to other factors such as level of customer engagement, online casino results and other factors that are outside of our control or that we cannot reasonably predict. Our annualfinancial performance depends on our ability to attract and retain customers. Customer engagement in our online offerings may vary due to, among other things, customer satisfaction with our platform, our offerings and those of our competitors, our marketing efforts, public sentiment or an economic downturn. As customer engagement varies, so may our annual financial performance.

Ourannual financial results may also be impacted by the number and amount of betting losses and jackpot payouts we experience. Although our losses are limited per stake to a maximum payout in our online casino offering, when looking at bets across a period of time, these losses can be significant. As part of our online casino offerings, we offer local progressive jackpot games that are operated by us and larger progressive jackpots which are “global,” operating across multiple operators and guaranteed by our game suppliers, generally Games Global or Netent. Each time a customer plays one of our local progressive jackpot games, we contribute a portion of the amount bet to the jackpot for that game or group of games. When a progressive jackpot is won, the jackpot is paid out and is reset to a predetermined base amount. As winning the jackpot is determined by a random mechanism, we cannot foresee when a jackpot will be won and we do not insure against jackpot payouts. Paying the local progressive jackpot decreases our cash position and, depending upon the size of the jackpot, payouts may have a significant negative affect on our cash flow and financial condition. Global progressive jackpots are guaranteed and paid by the game suppliers and are not a liability directly affecting us.

We operate within the global gaming and entertainment industry, which is comprised of diverse products and offerings that compete for consumers’ time and disposable income. We face and expect to continue to face significant competition from other industry players both within existing and new markets including from competitors with access to more resources or experience. Customer demands for new and innovative offerings and features require us to continue to invest in new technologies and content to improve the customer experience. Many jurisdictions in which we operate or intend to operate in the future have unique regulatory and/or technological requirements, which require us to have robust, scalable networks and infrastructure, and agile engineering and software development capabilities. The global gaming and entertainment industry has seen significant consolidation, regulatory change and technological development over the last few years, and we expect this trend to continue into the foreseeable future, which may create opportunities for us but may also create competitive and margin pressures.

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Liquidity and Capital Resources

We measure liquidity in terms of our ability to fund the cash requirements of our business operations, including working capital and capital expenditure needs, contractual obligations and other commitments, with cash flows from operations. Our current working capital needs relate mainly to supporting our existing businesses, the growth of these businesses in their existing markets and their expansion into other geographic regions, as well as our employees’ compensation and benefits. Historically, we have relied on affiliates and related party relationships to support our working capital needs for operations.

We had $2.1 million and $6.9 million in cash and cash equivalents as ofDecember 31, 2025 and 2024, respectively (excluding customer cash deposits, which we segregate from our operating cash balances on behalf of our real-money customers for all jurisdictions and products, and restricted cash). As ofthe year endedDecember 31, 2025 we had net income from continuing operations of $690 thousand, had net cash used inoperations of $3.2 million, had an accumulated deficit of $24.3 million, and had negative working capital of $1.3million.

The accompanying Consolidated Financial Statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. In accordance withAccounting Standards Codification ("ASC") 205-40, Going Concern, the Company’s management has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the Consolidated Financial Statements are issued. When substantial doubt exists under this methodology, the Company's management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about our ability to continue as a going concern. The mitigating effect of its plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the Consolidated Financial Statements are issued.

The Company's history of operating losses and negative operating cash flows initially raised substantial doubt regarding its ability to continue as a going concern. However, based on management's current operating plan, the Company believes its cash on hand from a private placement offering and direct offering generating gross proceeds of approximately $26 million, and the projected cash generated from operations, are sufficient to fund the Company's operations for a period of a least 12 months subsequent to the issuance of the accompanying Consolidated Financial Statements and alleviates the conditions that initially raised substantial doubt regarding the Company's ability to continue as a going concern.

At December 31, 2025and December 31, 2024, we did not have any transactions, obligations or relationships that could be considered off-balance sheet arrangements.

Cash flows

The following table shows our cash flows from operating activities, investing activities and financing activities for the stated periods:

Year Ended

December 31,

Net cash used in operating activities $ (3,233) $ (3,906)

Net cash used in investing activities (1,560) (471)

Net cash (used in) provided by financing activities (90) 7,680

Effective of exchange rate changes on cash (406) 606

Net change in cash and cash equivalents, and restricted cash $ (5,289) $ 3,909

Net cash used in operations duringthe year ended December 31, 2025, was$3.2 million as compared to net cash used in operations of $3.9 million during the year endedDecember 31, 2024. The change during the year ended December 31, 2025, as compared to the year endedDecember 31, 2024, is primarily due to a net increase in the various operating asset and liability accounts, particularly the net increase in due to affiliates, as well as an increase in share-based compensation expense. This is due to the settlement of domain name purchase and payment of player acquisition expenses to a related party.

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Net cash used in investing activities during the year ended December 31, 2025, was $1.6 million as compared to net cash used in investing activities of $471 thousand during the year endedDecember 31, 2024. The change is due to capitalized internal-use software costs partially offset by a decrease in purchases of property and equipment during the period.

Net cash provided by financing activities for the year ended December 31, 2025, was $90 thousand as compared to net cash provided by financing activities of $7.7 millionfor the year endedDecember 31, 2024. The most significant variance is due to IPO proceeds received during the period ended December 31, 2024, along with capitalization of gaming license costs in 2025.

Restricted cash (current) was$589 thousand and$1.1 million at December 31, 2025andDecember 31, 2024, respectively. This is due to a less rolling serves required by payment service providers as we exited Norway market and funds caught up by payment service providers which as classified as restricted cash.

Contractual Obligations and Commitments

Please see Note 15, Commitments and Contingencies, to the consolidated financial statements.

Critical Accounting Estimates

The preparation of the consolidated financial statementsin 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, recovery of amounts held in escrow, realization of intangible assets, share-based compensation, accrued jackpots and the realization of deferred tax assets.

The following critical accounting estimates affect the more significant judgements and estimates used in the preparation of our audited consolidated financial statements.

Impairment of Long-Lived Assets

Our long-lived assets consist of property and equipment, operating lease-right of use assets and indefinite lived assets (i.e. trademarks and domain names).

We evaluate 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, we perform 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 and domain names. 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, we first assess 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 we determine 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 HighRoller domain name atDecember 31, 2025which 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 did not have any impairment of indefinite-lived intangible assets during the year ended December 31, 2025.

We did not have any impairment of indefinite-lived intangible assets for the year ended December 31, 2024.

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Share-Based Compensation

We record share-based compensation in accordance with ASC 718, Compensation-Stock Compensation (“ASC 718”) and recognize share-based compensation expense in the period in which a grantee is required to provide service, which is generally over the vesting period of the individual share-based payment award. Compensation expense for awards with performance conditions is not recognized until it is probable that the performance target will be achieved. Compensation expense for awards is recognized over the requisite service period on a straight-line basis. Forfeitures are accounted for as they occur.

Unit awards are classified as either an equity award or a liability award depending on whether the award contains certain repurchase provisions. Equity-classified awards are valued as of the grant date based upon the price of the underlying unit or share and a number of assumptions, including volatility, performance period, risk-free interest rate and expected dividends. Liability-classified awards are valued at fair value at each reporting date.

Going Concern

ASC 205-40Presentation of Financial Statements - Going Concern, requires management to assess the reporting entity's ability to continue as a going concern. In accordance with this guidance, we have evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the Consolidated Financial Statements are issued.

Determining the extent to which conditions or events raise substantial doubt about our ability to continue as a going concern requires significant judgement and estimation by us. Our significant estimates related to this analysis may include identifying business factors such as revenue growth and profitability used in the forecasted financial results. We believe that the estimated values used in our going concern analysis are based on reasonable assumptions. However, such assumptions are inherently uncertain and actual results could differ materially from those estimates.

Income Taxes

We comply with the accounting and reporting requirements of ASC 740, Income Taxes (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances in respect of deferred tax assets are provided for, if necessary, to reduce deferred tax assets to amounts more likely than not to be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense.

Emerging Growth Company Accounting Election

Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable. We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and has elected to take advantage of the benefits of this extended transition period. The Company remains an emerging growth company and is expected to continue to take advantage of the benefits of the extended transition period. This may make it difficult or impossible to compare the Company financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions for emerging growth companies because of the potential differences in accounting standards use

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Not applicable.

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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

FINANCIAL STATEMENTS OF HIGH ROLLER TECHNOLOGIES, INC.

CONTENTS

Report of Independent Registered Public Accounting Firm (PCAOB No. 100) F-2

Financial Statements

Consolidated Balance Sheets as of December 31, 2025 and 2024 F-3

Notes to the Consolidated Financial Statements F-7

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

High Roller Technologies, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of High Roller Technologies, Inc. and Subsidiaries (the “Company”)as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ WithumSmith+Brown, PC

We have served as High Roller Technologies, Inc.'s auditor since 2022.

Whippany, New Jersey

March 10, 2026

PCAOB ID Number 100

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HIGH ROLLER TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

As of As of

December 31, December 31,

(in thousands, except share and per share data) 2025 2024

Assets

Current assets

Cash and cash equivalents $ 2,076 $ 6,869

Prepaid expenses and other current assets 779 802

Deferred tax asset, current 2,368 —

Current assets of discontinued operations — 22

Due from affiliates — 504

Deferred offering costs 80 —

Property and equipment, net 417 372

Operating lease right-of-use asset, net 826 910

Deferred tax asset, non-current 817 —

Noncurrent assets of discontinued operations — 1,407

Liabilities and stockholders’ equity

Current liabilities

Short-term unsecured notes payable to stockholders — 90

Operating leases obligation, current 166 143

Current liabilities of discontinued operations — 710

Operating lease obligation, noncurrent 641 729

Stockholders’ equity

Accumulated other comprehensive income 1,003 1,299

Total liabilities and stockholders’ equity $ 18,519 $ 16,625

See accompanying notes to the consolidated financial statements.

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HIGH ROLLER TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Year Ended

December 31,

(in thousands, except share and per share data) 2025 2024

Operating expenses

Direct operating costs:

General and administrative:

Related party 69 —

Advertising and promotions:

Product and software development:

Related party — 208

Other expenses

Interest expense, net (74) (124)

Other income (1) 1

Gain on acquisition of intangible assets 4,000 —

Income tax expense (benefit) (2,942) 7

Net income from discontinued operations net of taxes $ 2,471 $ 2,695

Other comprehensive (loss) income

Foreign currency translation adjustment 79 (167)

Comprehensive income (loss) from continuing operations $ 3,240 $ (6,090)

Net income (loss) per common share:

Continuing operations $ 0.08 $ (1.19)

Discontinued operations $ 0.29 $ 0.37

Net income (loss) per common share – basic $ 0.37 $ (0.82)

Net income (loss) per common share:

Continuing operations $ 0.07 $ (1.19)

Discontinued operations $ 0.26 $ 0.37

Net income (loss) per common share – diluted $ 0.33 $ (0.82)

Weighted average common shares outstanding – diluted 9,659,274 7,248,892

See accompanying notes to the consolidated financial statements.

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HIGH ROLLER TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Common Stock

Shares issued for vesting of restricted stock units 48,989 — — — — —

Shares issued for services rendered 12,500 — — — — —

Share-based compensation — — 1,053 — — 1,053

Foreign currency translation — — — — (167) (167)

Shares issued for vesting of restricted stock units 134,523 — — — — —

Share-based compensation — — 1,373 — — 1,373

Acquisition of Happy Hour Solutions — — — (317) — (317)

Foreign currency translation — — — — 79 79

See accompanying notes to the consolidated financial statements.

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HIGH ROLLER TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Year Ended

December 31,

Cash flows from operating activities

Amortization and depreciation 313 243

Foreign exchange gain — 34

Noncash interest expense 82 129

Change in deferred taxes (3,185) —

Gain on acquisition of intangible assets (4,000) —

Changes in operating assets and liabilities:

Prepaid expenses and other current assets 73 (47)

Deferred offering costs (79) 544

Operating lease liabilities (174) (230)

Net cash used in operating activities (3,233) (3,906)

Cash flows from investing activities

Investment in capitalized software (1,509) (284)

Purchase of property and equipment (51) (187)

Net cash used in investing activities (1,560) (471)

Cash flows from financing activities

Cash settlement of affiliated debt (90) (35)

Payment of offering costs — (863)

Proceeds from issuance of debt — 500

Net cash (used in) provided by financing activities (90) 7,680

Net change in cash, cash equivalents, and restricted cash (5,289) 3,909

Cash, cash equivalents, and restricted cash – beginning of period 7,954 4,045

Cash, cash equivalents, and restricted cash – end of period $ 2,665 $ 7,954

Non-cash investing and financing activities:

Acquisition of right-of-use asset in exchange for lease obligations $ — $ 1,141

Conversion of related party debt to common stock $ — $ 375

Acquisition of Happy Hour Solutions $ 317 $ —

See accompanying notes to the consolidated financial statements.

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HIGH ROLLER TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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 is the direct parent company of Ellmount Entertainment Ltd (“Entertainment”). Entertainment, which is based in Malta, has been in operation for over a decade and operated an online gaming business offering casino games to customers worldwide under the domain name ‘casinoroom.com’ under licenses issued by the Malta Gaming Authority and Swedish Gaming Authority before transitioning to an affiliate B2B model. On December 31, 2025, the Company disposed of casinoroom.com and transitioned Entertainment to a provider or marketing services to the group. See “Note 18 – Discontinued Operations” for details.

Subsidiaries of High Roller

The following are our 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, which holds a worldwide license to operate the HighRoller.com domain, and HR Entertainment became a wholly-owned subsidiary of the Company.

•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, Facebook maintenance and telemarketing, and monthly reporting on support transactions.

•Interstellar Entertainment N.V

On February 15, 2024, Interstellar Entertainment N.V. was incorporated in Curacao for the primary purpose of extending our current Curacao sublicense previously held by our wholly-owned subsidiary HR Entertainment. In March 2024, Interstellar Entertainment N.V., a wholly owned subsidiary of the Company incorporated in Curacao, applied to obtain a license from the Curacao Gaming Control Board and in July 2024 was issued license no. OGL/2024/1042/0564 to operate the highroller.com and fruta.com domains. The Company surrendered the license on December 16, 2025.

•Deep Dive Holdings LTD

Deep Dive Holdings LTD, which was organized in Malta in September 2024, acts as a holding company for our consolidated Maltese 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.

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•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, Happy Hour Solutions Limited was acquired by the Company and holds our Estonian Gaming License.

•Wowly NV (“Wowly”)

Wowly, which is organized in Curacao, manages certain internet related advertising services on behalf of the Company.

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 through December 31, 2025, the date of disposition, and were considered material. The net income from discontinued operations for the year ended December 31, 2024 represents the results associated with the Casino Room Domain results from the prior year. The assets and liabilities associated with the Casino Room Domain have been separately classified in the accompanying consolidated balance sheet as of December 31, 2025 and 2024.

Reverse stock split

On January 16, 2024, the Company’s Board of Directors and shareholders approveda 1-for-3.95689 reverse stock split of the Company’s outstanding common stock, which became effective on January 16, 2024. Fractional shares, if any, were rounded up or down to the nearest whole share, as appropriate. As a result of this reverse split, all share and per share amounts have been retroactively adjusted for the impact of the reverse stock split for all periods presented. The reverse stock split did not impact the number of authorized shares of common stock, which remained at 60,000,000 shares, or the authorized shares of preferred stock, which remained at 10,000,000 shares, nor the $0.001 par value of such shares.

NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of High Roller Technologies, Inc. and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated upon consolidation.

In the opinion of management, these consolidated financial statements have been prepared with normal recurring adjustments considered necessary for the fair presentation of the Company’s financial position and operating results. Operating results are not necessarily indicative of the results expected for any future periods.

The historical results of operations of Casinoroom.com are presented as discontinued operations in these Consolidated Financial Statements. Refer to Note 18, “Discontinued Operations,” for more information.

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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 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.

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 90 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 this policy.

For the year ended December 31, 2025, the company recorded an allowance of $0.2million for balances with certain payment service providers that is considered uncollectible.

Cash and cash equivalents that are legally restricted as to withdrawal or usage are classified as restricted cash in the consolidated balance sheets.

Entertainment and HR Entertainment maintain 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 Entertainment 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 from Affiliates

Due from affiliates consists of amounts expected to be collected from certain affiliated companies under common control. Amounts due reflect the revenues recorded by the Company under intra-group services arrangements for maintenance and operations on behalf of Ellmount Entertainment. As ofDecember 31, 2025and 2024, due from affiliates reflected amounts due from Spike Up (see Note 13). On a periodic basis, the Company evaluates the collectability of amounts due from affiliates and establishes an allowance for amounts not expected to be collected. No allowance was recorded for the years ended December 31, 2025 and 2024, presented in the consolidated financial statements.

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Deferred Offering Costs

Deferred offering costs consist of payments with respect to pending equity financing transactions, including legal fees. Such costs weredeferred and will be charged to additional paid-in capital during the year ended December 31, 2026 in conjunction with the completion of the Company’s equity raises in January 2026.

Property and Equipment, net

Property and equipment are carried at cost, net of accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful life of the asset. Amortization of leasehold improvements is computed over the shorter of the lease term or estimated useful life of the asset. Additions and improvements are capitalized, while repairs and maintenance are expensed as incurred. Useful lives of each asset class are as follows:

Asset Useful Life (in years)

Machinery and equipment 5

Computer and IT equipment 3

Furniture and fixtures 7

An item of property and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in general and administrative expenses.

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, domain name and gaming license).

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 and domain name. 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 HighRoller domain name atDecember 31, 2025which concluded that the fair value, determined using a discounted cash flow analysis, substantially exceed the carrying value, and thus it was 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 did not have any impairment of indefinite-lived intangible assets during the year ended December 31, 2025.

The Company did not record any impairment for indefinite-lived intangible assets for the year endedDecember 31, 2024.

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Player Liabilities

The Company records liabilities for customer account balances, which consist of customer deposits, plus customer winning bets, less customer losing bets and customer withdrawals. The Company includes accrued jackpots within player liabilities on the accompanying consolidated balance sheets. The Company’s restricted cash balance equals or exceeds the cash portion of the Company’s player liabilities account.

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.

Revenue Recognition: Gaming Revenue

The Company records revenue in accordance with the provisions of Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Revenue is recognized when a game is completed, a winner is definitive, and the player has lost their wager. These wagers were passed on to the Company and revenue is recognized at that point in time. The Company recognizes revenue based on the following conditions:

Existence of a Contract with the Customer

The Company has concluded that an implied contract between the player and the Company is enforceable when the player places a wager. At that point in time, the Company has agreed to fulfill its obligations to the player, and it is probable that the Company will collect substantially all of the consideration to which it is entitled.

Performance Obligation

The performance obligation arises when a player decides to place a wager. A wager is defined as any form of real money wager, which in turn grants that player a chance to earn higher returns.

Determining the Transaction Price

The transaction price is the amount to which a player expects to be entitled in exchange for its share of the performance obligations. In this case, the transaction price would be the wager placed by the player.

Allocating the Transaction Price to the Performance Obligations

There is only one performance obligation. Therefore, the transaction price is allocated 100% to the single performance obligation.

Recognize the Revenue

Revenue is recognized at the time a placed wager is lost as the performance obligation is met.

Contract liabilities represent the differences in the timing of revenue recognition from the receipt of cash from the Company’s customers and billings to those customers.

Gaming revenue typically include the full suite of games available online, such as blackjack, roulette and slot machines. For these offerings, the Company generates revenue through hold, or gross winnings, as customers play against the house. Revenue is generated based on total customer bets less amounts paid to customers for winning bets, less other incentives awarded to customers, plus or minus the change in the progressive jackpot reserve, thus on a net basis. Revenue attributable to gaming transactions in which the Company assumes an open position against the player are reported net after deductions for player winnings.

Gaming taxes are determined on a jurisdiction-by-jurisdiction basis. The Company incurs payment processing costs on customer deposits and occasionally chargebacks (i.e., when a payment processor contractually disallows customer deposits in the normal course of business).

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Fair Value Measurements

The Company applies ASC 820,Fair Value Measurement(“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below:

Level 1-Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

Level 2-Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3-Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

Fair Value of Financial Instruments

Financial instruments consist of cash and cash equivalents, restricted cash, accounts payable, accrued expenses and player liabilities. The Company determines the estimated fair value of such financial instruments presented in these consolidated financial statements using available market information and appropriate methodologies. These financial instruments are stated at their respective historical carrying amounts, which approximate fair value due to their short-term nature.

Leases

The Company accounts for leases in accordance with ASC842, Leases, under which arrangements meeting the definition of a lease are classified as operating or finance leases and are recorded on the consolidated balance sheets as both a right-of-use asset and a lease liability.

The Company elected to apply the practical expedient that allows for the combination of lease and non-lease components for all asset classes. The lease classification evaluation begins at the lease commencement date. The lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain.

For leases with an initial term greater than 12 months, a related lease liability is recorded on the balance sheet at the present value of future payments discounted at the estimated fully collateralized incremental borrowing rate (discount rate) corresponding with the lease term. In addition, a right-of-use asset is recorded as the initial amount of the lease liability, plus any lease payments made to the lessor before or at the lease commencement date and any initial direct costs incurred, less any tenant improvement allowance incentives received. Tenant incentives are amortized through the right-of-use asset as a reduction of rent expense over the lease term. The difference between the minimum rents paid and the straight-line rent is reflected within the associated right-of-use asset. Certain leases contain provisions that require variable payments consisting of common area maintenance costs (variable lease cost). Variable lease costs are expensed as incurred.

As the interest rate implicit in the lease is not readily determinable, the Company uses its incremental borrowing rate corresponding with the lease term. As the Company does not have any outstanding debt, this rate is determined based on prevailing market conditions and comparable company and credit analysis. The incremental borrowing rate is reassessed if there is a change to the lease term or if a modification occurs and it is not accounted for as a separate contract.

Direct Operating Costs

Direct costs primarily consist of revenue share and market access fees, platform fees, gaming taxes and payment processing fees and charge backs. Revenue share and market access fees consist primarily of amounts paid to local partners.

Advertising and Promotions Costs

Advertising and promotion costs consist primarily of costs incurred with respect to the marketing of the Company’s products and services via different channels, promotional activities and the related costs incurred to acquire new customers. These costs also include salaries, bonuses, benefits and share-based compensation for dedicated personnel and are expensed as incurred.

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General and Administrative Costs

General and administrative expenses consist primarily of administrative personnel costs, including salaries, bonuses and benefits, share-based compensation expenses, professional services related to legal, securities and tax compliance, accounting, auditing and consulting services, rent and other premises costs, and insurance. Foreign currency (gains) and losses arising from transactions denominated in currencies other than the functional currency are also included within general and administrative expenses.

Capitalized Internal-Use Software Costs

Costs related to software acquired, developed, or modified solely to meet the Company’s internal requirements, including tools that enable the Company’s employees to interact with members and their providers, with no substantive plans to market such software at the time of development, are capitalized. Costs incurred during the preliminary planning and evaluation stage of the project and during the post-implementation operational stage are expensed as incurred. Costs related to minor upgrades, minor enhancements, and maintenance activities are expensed as incurred. Costs incurred during the application development stage of the project and costs related to major upgrades or enhancements are capitalized. Internal-use software is included in intangible assets and is amortized on a straight-line basis over 3 years.

Share-Based Compensation

The Company records share-based compensation in accordance with ASC 718, Compensation-Stock Compensation (“ASC 718”), and recognizes share-based compensation expense in the period in which a grantee is required to provide service, which is generally over the vesting period of the individual share-based payment award. Compensation expense for awards with performance conditions is not recognized until it is probable that the performance target will be achieved. Compensation expense for awards is recognized over the requisite service period on a straight-line basis. The Company accounts for forfeitures as they occur.

The Company classifies unit awards as either an equity award or a liability award depending on whether the award contains certain repurchase provisions. Equity-classified awards are valued as of the grant date based upon the price of the underlying unit or share and a number of assumptions, including volatility, performance period, risk-free interest rate and expected dividends. Liability-classified awards are valued at fair value at each reporting date.

Income Taxes

The Company complies with the accounting and reporting requirements of ASC 740, Income Taxes (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances in respect of deferred tax assets are provided for, if necessary, to reduce deferred tax assets to amounts more likely than not to be realized. As ofDecember 31, 2025the Company released the valuation allowance related to the deferred tax assets of $3.2 million. For the year ended December 31, 2024, the Company had recorded a full valuation allowance on its deferred tax assets.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense.

Net Income (Loss) Per Share

The Company computes net loss per share in accordance with ASC 260, Earnings per Share (“ASC 260”). ASC 260 requires presentation of both basic and diluted earnings per share “EPS” on the face of the consolidated statement of operations. Basic EPS is computed by dividing net loss available to common stockholders by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

As ofDecember 31, 2025 and 2024, the Company had 1,220,420and1,295,840 potentially dilutive common shares outstanding, respectively. The additional securities are included in dilutive earnings per share calculation as ofDecember 31, 2025. The additional securities excluded from the dilutive earnings per share calculation as of December 31, 2024, because their effect would have been anti-dilutive are as follows:

For the Years Ended

December 31,

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Foreign Currency and Foreign Exchange Risk

The 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 on the consolidated statements of cash flows as effect of foreign exchange rate changes on cash and cash equivalents, and restricted cash. As ofDecember 31, 2025 and 2024, 99%and 33%, respectively, of the Company’s cash and 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. In addition, gains and lossesrelated 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 gainsand losses arising from transactions denominated in currencies other than the functional currency are included in net loss and are included within general and administrative expenses. For the years endedDecember 31, 2025 and 2024, the Company incurred foreign currency transaction losses of $0.5million and $1.1 million, respectively.

The effects of foreign currency translation adjustments are included in stockholders’ equity as a component of accumulated other comprehensive income in the accompanying 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.

Going Concern

The accompanying Consolidated Financial Statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. In accordance withAccounting Standards Codification ("ASC") 205-40, Going Concern, the Company’s management has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the Consolidated Financial Statements are issued. When substantial doubt exists under this methodology, the Company's management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about our ability to continue as a going concern. The mitigating effect of its plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the Consolidated Financial Statements are issued.

The Company raised approximately $23.6 million in net proceeds through a PIPE and registered direct offering in January 2026. With the cash on hand, and the projected cash generated from operations, it is sufficient to fund the Company's operations for a period of at least 12 months after the issuance of the accompanying Consolidated Financial Statements ensuring the Company's ability to continue as a going concern.

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 inability to receive funds from certain payment service provider accounts may result in a negative impact to operations. The Company mitigates this potential risk by drawing down funds and transferring them to insured bank accounts on a regular basis.

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Segment Information

In accordance with ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures (“ASU 2023-07”), the Company has one operating segment, which focuses on providing an online gaming casino to customers. The Company’s chief operating decision maker (“CODM”) identified as the Company’s Chief Executive Officer, utilizes the consolidated results of operations as a whole when making decisions about allocating resources and assessing the performance of the Company. As a result of the assessment made by the CODM, the Company has only one operating segment. See Note 17,Segment Reporting.

Recent Adopted Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures (“ASU 2023-09”). The amendments in ASU 2023-09 are intended to increase transparency through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The Company has adopted the disclosure requirements of the standard effective January 1, 2025, and are in Note 14 “Income Taxes”.

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 – INITIAL PUBLIC OFFERING

On October 24, 2024, the Company consummated its Initial Public Offering ("IPO") of 1,250,000 shares of common stock on the NYSE American Exchange, at a price of $8.00 per share, foraggregate grossproceeds of $10.0 million, before deducting underwriting discount and offering expenses of approximately $1.9 million. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 187,500 shares of common stock to cover over-allotments at the initial public offering price, less the underwriting discount. Concurrently with the closing of IPO, the Company also issued warrants to purchase up to 62,500 shares of common stock to the representative of the several underwriters and its designees, at an exercise price of $10.00 per share, exercisable beginning on April 20, 2025 and expire on October 22, 2029.

NOTE 4 – REVENUE

Disaggregated revenue for the years ended December 31, 2025and 2024is summarized as follows:

For the Year Ended

December 31,

Net revenue generated through non-core services 5,543 3,558

The Company’s revenue by country for those countries with significant revenue for the years ended December 31, 2025and 2024is summarized as follows:

Year Ended December 31,

As of December 31, 2025and 2024, the Company had not recorded any contract assets or liabilities.

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NOTE 5 — CASH AND CASH EQUIVALENTSAND RESTRICTED CASH

The following table reconciles cash and cash equivalents, and restricted cash in the consolidated balance sheets to the totals shown on the consolidated statements of cash flows as of December 31, 2025and 2024:

December 31, December 31,

Cash and cash equivalents $ 2,076 $ 6,869

Total cash and cash equivalents, and restricted cash $ 2,665 $ 7,954

The following table presents cash and cash equivalents, and restricted cash held in accounts in each country (translated into USD) as of December 31, 2025and 2024:

December 31, December 31,

Cash and cash equivalents:

Cyprus — 14

Restricted cash

Other — 7

Total cash and cash equivalents, and restricted cash $ 2,665 $ 7,954

NOTE 6 — PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets at December 31, 2025and 2024are summarized as follows:

December 31, December 31,

Payment provider receivables 46 79

Total prepaid and other current assets $ 779 $ 802

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NOTE 7— INTANGIBLE ASSETS, NET

Intangible assets, net at December 31, 2025and 2024are summarized as follows:

Trademarks Indefinite $ 2 $ — $ — $ 2

Capitalized license* Indefinite 4,412 — — 4,412

*Includes intangible asset acquisition of gaming license of $4.0 million.

Domain name Indefinite $ 4,129 $ — $ — $ 4,129

Trademarks, domain names and gaming license 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 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 and domain names are located in Europe. During the year ended December 31, 2025, noindicators of impairment have been noted. During the year ended December 31, 2023, the Company acquired the Fruta.com domain for $40 thousand. There was no impairment during the years ended December 31, 2025and 2024.

For the year ended December 31, 2025, the Company capitalized $161thousand of costs incurred with respect to internal-use software, related to development of enhancements to the functionality of the software placed into service during the fourth quarter of 2024. The customer database was fully amortized in 2014, but was still in use through December 31, 2025. The Company recorded$253 thousandin amortization expense on internal-use software for the year ended December 31, 2025, which is included in general and administrative expenses in the consolidated statements of operations. The Company’s internal use software is in use in Europe. The Company recorded $199thousand in amortization expense on internal-use software for the year ended December 31, 2024.

As of December 31, 2025, the estimated future amortization expense associated with the Company’s finite-lived intangible assets for each of the five succeeding fiscal years is as follows:

Year Ended December 31, Amortization Expense

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NOTE 8 — PROPERTY AND EQUIPMENT

Property and equipment at December 31, 2025and 2024are summarized as follows:

December 31, December 31,

Machinery, furniture, and equipment $ 312 $ 225

Less: accumulated depreciation (117) (48)

Total property and equipment, net $ 417 $ 372

The Company recorded depreciation expense on property and equipment of$60thousand and $44thousand for the years ended December 31, 2025and 2024, respectively, which is included in general and administrative expenses in the consolidated statements of operations.

NOTE 9 — ACCRUED EXPENSES

Accrued expenses at December 31, 2025and 2024are summarized as follows:

December 31, December 31,

VAT and other non income tax liabilities $ 910 $ 1,503

Accrued deferred offering costs 79 —

Income tax payable 63 —

Accrued payroll 53 23

Other accrued expenses 183 47

NOTE 10 — 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.

On October 22, 2024, the Company signed a firm commitment underwriting agreement (“Underwriting Agreement”) with ThinkEquity LLC to sell at the initial closing on October 24, 2024, an aggregate of 1,250,000 shares of common stock, for gross proceeds of $10 million and net proceeds after underwriting commissions and other offering expenses of approximately $8.1 million. In addition, the Company issued 62,500 warrants (“Warrants”) to the underwriter and its assignees to purchase up to 62,500 shares of common stock. The Warrants are exercisable beginning April 20, 2025 at an exercise price of $10.00 per share and expire on October 22, 2029. The Company accounted for these warrants as an equity warrant and expensed $250 thousand in the year ended December 31, 2024 in general and administrative expense. The holders of the Warrants have been provided with certain demand and piggy-back registration rights. The Warrants have typical representations, warranties and anti-dilution rights.

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NOTE 11 — NET INCOME (LOSS) PER SHARE

The computation of net income (loss) per common share and the weighted average common shares outstanding for the years ended December 31, 2025and 2024are summarized as follows:

For the Year Ended

December 31,

(in thousands, except share and per share data) 2025 2024

Basic

Net income (loss) from continuing operations $ 690 $ (8,618)

Net income from discontinued operations net of taxes $ 2,471 $ 2,695

Net income (loss) per share from continuing operations - basic $ 0.08 $ (1.19)

Net income (loss) per share from discontinued operations - basic $ 0.29 $ 0.37

Net income (loss) per share - basic $ 0.37 $ (0.82)

Diluted

Net income (loss) from continuing operations $ 690 $ (8,618)

Net income from discontinued operations net of taxes $ 2,471 $ 2,695

Net income (loss) per share from continuing operations - diluted 0.07 (1.19)

Net income (loss) per share from discontinued operations - diluted 0.26 0.37

Net income (loss) per share - diluted $ 0.33 $ (0.82)

As of December 31, 2024, the Company excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of dilutive net lossper share for the years ended as their effect would have been anti-dilutive.As of December 31, 2025, the Company included the outstanding securities summarized below. These additional securities were excluded from the calculation of dilutive net income (loss) per share as follows:

For the Years Ended

December 31,

NOTE 12 — 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 1.7 million to 4.2 million.

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Options

A summary of option activity for the years ended December 31, 2025and 2024is presented below:

Exercised — $ — —

Modified/Cancelled — $ — —

Exercised — $ — —

Modified/Cancelled — $ — —

Options granted during the year ended December 31, 2025and 2024 were valued using the Black-Scholes option-pricing model with the following assumptions.

For the Year Ended

Weighted average grant date fair value $ 3.31

Expected term (years) 5.14-5.52

Risk-free interest rate 3.50-4.23 %

Expected volatility 48.20 %

For the Year Ended

Weighted average grant date fair value $ 3.37

Expected term (years) 5.14 - 5.52

Risk-free interest rate 4.0 - 4.1 %

Expected volatility 68.0 %

Expected dividends yield 0 %

The Company estimates its expected volatility by using a combination of historical share price volatilities of similar companies within our 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 consolidated statements of operations as follows:

Year Ended December 31,

General and administrative $ 887 $ 425

Advertising and promotions — 79

Product software and development — 65

Compensation cost related to non-vested option awards not yet recognized as of December 31, 2025 was $0.9million and will be recognized over the next 2.75years.

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Restricted Stock Units (“RSUs”)

On March 8, 2023, the Company amended a stock option agreement originally issued on September 1, 2022 to purchase 111,198 shares of common stock at the initial public offering price. The amendment issued 111,198 RSUsin lieu of the 111,198 stock options. One-half of the RSUs vest over three years and half of the RSUs vest upon the completion of certain performance milestones. On September 1, 2023, 13,900 RSUs vested into shares of common stock, and approximately 1,158 shares will continue to vest on the first day of each month until the end of the vesting period in 2026. The Company accounted for the amendment as a modification. The Company determined the modification of the time-based awards to be a Type I: Probable-to-probable modification, under ASC 718-20. The Company performed a fair value calculation of the awards immediately before and after the modification, resulting in $54 thousand of incremental cost to be recorded, which will be recognized on a straight-line basis over the remaining requisite service period. The Company determined the modification of the performance-based awards to be a Type IV: Improbable-to-improbable modification, under ASC 718-20. The compensation cost related to the performance-based awards after the modification is based on the fair value on the modification date. The fair value of the Milestone Vesting RSUs was determined to be $242 thousand.As of December 31, 2025 there has been no compensation cost recognized in relation to the Milestone Vesting RSUs. No share-based compensation expense has been recorded related to the performance-based awards as the Company determined it is currently not probable of being achieved.

A summary of RSU activity for the years ended December 31, 2025and 2024is presented below:

Number of Units Weighted Average Grant Date FV

The total fair value of RSUs vested during the years ended December 31, 2025and 2024was $485thousand and$352thousand, respectively.

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

Year Ended December 31,

General and administrative $ 487 $ 449

Advertising and promotions — 19

Product software and development — 16

Of the RSUs granted during the year ended December 31, 2025, none were determined to be performance RSUs. Total compensation cost related to non-vested time-based RSUs not yet recognized as of December 31, 2025 was approximately $359thousand which will be recognized on a straight-line basis through the end of the vesting period in 2028. There was no total compensation cost related to non-vested performance-based RSUs not yet recognized as of December 31, 2025.

Warrants

As of December 31, 2025, the Company had the following warrants outstanding:

Exercised — $ — —

Expired — $ — —

Issued — $ — —

Exercised — $ — —

Expired — $ — —

The no expense related to the issuance included in general and administrative expenseduring the years ended December 31, 2025. There was $250 thousand expense relatedto the issuance of warrants recorded during the year ended December 31, 2024.

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NOTE 13 — RELATED PARTY TRANSACTIONS

Services Agreement

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 years ended December 31, 2025and 2024, the Company generated no revenues related to the services performed for Spike Up for the Company. Included in net income from discontinued operations, net of taxes in the consolidated statements of operations for the years ended December 31, 2025 and 2024, $5.5 million and $4.7 million, respectively.

For the years ended December 31, 2025and 2024, the Company recognized$0and $0.6million, 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 consolidated statements of operations. For the year ended December 31, 2024, $0.2 million was included in net income for discontinued operations, net of taxes, for marketing and other operating costs performed by Spike Up. For the years ended December 31, 2025 and 2024, the Company also incurred other costs from Spike Up that were included in the consolidated statement of operations, consisting of $0 and $0.6 million, respectively, included in general and administrative expenses. For the years ended December 31, 2025 and 2024, the Company also incurred other costs from Spike Up that were included in the consolidated statement of operations, consisting of $0.8million and $2.2million, respectively, included in direct operating costs. For the years ended December 31, 2025 and 2024, $1.7 million and $0.4 million, are included in net income for discontinued operations, net of taxes, respectively.

For the years ended December 31, 2025and 2024, the Company recognizedan immaterial amount in both periodsfor services performed by Interactive for the Company which was included in general and administrative expenses in the 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 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 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. Beginning in the fourth quarter of 2023, the Company also recognized certain administrative costs performed by certain subsidiaries of Happy Hour Entertainment Holdings. For the years ended December 31, 2025and 2024, the Company recognized $0 and $34thousand, 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 the consolidated statements of operations. On December 31, 2025 the Company acquired Happy Hour Solutions.

As of March 1, 2022, the Company entered into an agreement with Funnz (formerly known as WKND) to perform various services in connection with the conduct of the Company’s business. For the year ended December 31, 2025, services totaled $0. For the year ended December 31, 2024, services totaled $208thousand which was included in product and software development costs in the consolidated statement of operations.

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Due From/Due to Affiliates

The components of related party balances included in due from affiliates and due to affiliates on the consolidated balance sheets as of December 31, 2025and 2024are summarized as follows:

December 31, December 31,

Due from affiliates

Happy Hour Entertainment Holdings — 498

Other — 6

Total due from affiliates $ — $ 504

Due to affiliates

Happy Hour Solutions — 48

Other — 1

As of December 31, 2025and 2024, the total amount due to Spike Up includes$1.8million and $2.4 million, respectively, related to the HighRoller.com domain name purchase (see Note 7).

NOTE 14 — INCOME TAXES