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NOTE 1 - NATURE OF OPERATIONS | 12 Months Ended
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Dec. 31, 2025
Nature Of Operations |
Nature Of Operations | NOTE 1 — NATURE OF OPERATIONS High Roller Technologies, Inc. (the “Company” or “High Roller”) was incorporated in Delaware on December 21, 2021, with the intent to seek an initial public offering on a United States securities exchange. High Roller 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. • 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 approved a 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.

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