# High Roller Technologies, Inc.: Form 10-Q for the period ended Mar 31, 2025

- Company: [High Roller Technologies, Inc.](/companies/rolr.md) (CIK 1947210)
- Form: 10-Q
- Filed: 2025-05-15
- Accepted by EDGAR: May 15, 2025, 20:04 ET
- Period: 2025-03-31
- Accession: 0001437749-25-017174
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1947210/000143774925017174/hrol20250331_10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1947210/000143774925017174/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-01-01 to 2025-03-31 | $6.8m | us-gaap:Revenues |
| Operating income | 3 months, 2025-01-01 to 2025-03-31 | −$3.2m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2025-01-01 to 2025-03-31 | $46.0k | us-gaap:InterestExpenseNonoperating |
| Income tax | 3 months, 2025-01-01 to 2025-03-31 | $17.0k | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-01-01 to 2025-03-31 | −$3.3m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-01-01 to 2025-03-31 | −$0.39 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-01-01 to 2025-03-31 | −$0.39 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-01-01 to 2025-03-31 | 8,374,928 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2025-01-01 to 2025-03-31 | −$3.6m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2025-01-01 to 2025-03-31 | $13.0k | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2025-03-31 | $3.5m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-03-31 | $5.3m | us-gaap:AssetsCurrent |
| Total assets | at 2025-03-31 | $12.8m | us-gaap:Assets |
| Current liabilities | at 2025-03-31 | $9.3m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-03-31 | $10.0m | us-gaap:Liabilities |
| Shareholders' equity | at 2025-03-31 | $2.8m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 38,365 characters.

You should read the following discussion and analysis of our financial condition and results of operations together with our condensed consolidated financial statements and the related notes thereto and other financial information included elsewhere in this Quarterly Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly 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 “Note Regarding Forward-Looking Statements” and “Risk Factors” sections of this Quarterly 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 discussion and analysis.

Unless the context requires otherwise, all references in this MD&A to the “Company,” “we,” “us,” or “our” refer to the company, High Roller Technologies, Inc. and its subsidiaries.

### Our Business

We are an evolving and growth-oriented iCasino and entertainment company that focuses primarily on online casino betting in Europe and other markets. Our mission is to offer consistently superior customer experience by (i) providing fast onboarding, easy log-in and re-log-in, (ii) assuring efficient and secure payment processing, (iii) providing prompt payouts on player winnings, (iv) offering generous bonuses, bonus play and free spins on popular games, (v) utilizing an interactive environment for player engagement leading to longer stays online and more play, (vi) maintaining 24/7/365 customer service to assure customer satisfaction and (vii) providing an array of responsible gaming tools and AI models to ensure a safe gaming experience.

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 and fruta.com domain names principally utilizing our Curacao license, and under our Happy Hour Solutions Agreements accessing revenue generated under the Estonian license. Unless further extended, the Happy Hour Solutions Agreements terminate on the earlier of our receipt of an Estonian license or December 31, 2025.

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, North and South America. We intend to seek entry into one or more regulated North American markets utilizing proceeds from this offering but have not identified any target or budgeted any amount for such entries. We currently expect that initial entry into any of these regulated North American markets to occur in approximately twelve months from the receipt of proceeds from this initial public offering. 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. We are currently exploring opportunities for other future brand launches.

We obtain our iCasino game offerings from over 70 suppliers 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.

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. We believe that our new CasinoRoom.com affiliate model site may further enable us to support future brands which we may launch or acquire with targeted traffic.

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) |
| --- | ---: | ---: | ---: |
| Q1 2024 | 22,366 | 20,805 | $187,426 |
| Q2 2024 | 22,505 | 21,170 | $159,786 |
| Q3 2024 | 25,326 | 23,224 | $158,494 |
| Q4 2024 | 34,652 | 31,464 | $155,798 |
| Q1 2025 | 29,946 | 27,289 | $153,298 |

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 4,400 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 70 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 more than $153 million in customer-paid real money bets during the three months ended March 31, 2025 and approximately $187 million in customer-paid real money bets during the three months ended March 31, 2024 utilizing our HighRoller.com domain name. During the three months ended March 31, 2025, the average revenue per user was $190 as compared to approximately $304 per user for the same period in 2024. User deposits were approximately $23 million during the three months ended March 31, 2025 as compared to deposits of almost $21 million during the same period in 2024. During the three months ended March 31, 2025, we had approximately 29,946 active users as compared to approximately 22,370 active users for the same period in 2024, representing period over period growth of approximately 34%. Furthermore, during the three months ended March 31, 2025, we had approximately 58,269 first time depositors and approximately 27,289 unique depositors as compared to approximately 11,960 first time depositors and approximately 20,800 unique depositors for the same period in 2024, representing period over period growth of approximately 387% and 31%, respectively. Our net gaming revenue was $5.2 million and $6.3 million for the three months ended March 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 70 dedicated game development studios.

### Reverse Stock Split

On January 16, 2024, our Board of Directors and shareholders approved 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.

*(in thousands, except share and per share data)*

|  | For the Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| **Revenues, net** | $6,771 | $6,507 |
| **Operating expenses** |  |  |
| Direct operating costs: |  |  |
| Related party | 447 | 752 |
| Other | 2,233 | 2,577 |
| General and administrative: |  |  |
| Related party | 2 | 17 |
| Other | 2,800 | 2,689 |
| Advertising and promotions: |  |  |
| Related party | 726 | 193 |
| Other | 3,412 | 1,844 |
| Product and software development: |  |  |
| Related party | — | 90 |
| Other | 363 | 170 |
| **Total operating expenses** | 9,983 | 8,332 |
| **Loss from operations** | (3,212) | (1,825) |
| **Other expenses** |  |  |
| Interest expense, net | (46) | (26) |
| Other (expense) income | (1) | 2 |
| Total other expenses | (47) | (24) |
| Loss before income taxes | (3,259) | (1,849) |
| Income tax expense | 17 | — |
| Net loss | $(3,276) | $(1,849) |
| **Other comprehensive income (loss)** |  |  |
| Foreign currency translation adjustment | 48 | (88) |
| Comprehensive loss | $(3,228) | $(1,937) |
| **Net loss per common share:** |  |  |
| Net loss per common share – basic and diluted | $(0.39) | $(0.26) |
| Weighted average common shares outstanding – basic and diluted | 8,374,928 | 6,992,893 |

24

### Revenue

Revenue was flat, increasing by $264 thousand or 4%, to $6.8 million during the three months ended March 31, 2025, as compared to $6.5 million during the three months ended March 31, 2024.

Net gaming revenue decreased by $1.1 million or 18% to $5.2 million during the three months ended March 31, 2025, as compared to $6.3 million during the three months ended March 31, 2024. The amount of real money bets during the three months ended March 31, 2025, and 2024 was approximately $153 million and $187 million, respectively. The decrease in net gaming revenue was primarily due to a decrease in revenue in major casino markets as The Company refines adding more sustainable and profitable revenues in our best markets.

Net revenue generated through intra-group services arrangement increased by $1.4 million or 783% to $1.6 million during the three months ended March 31, 2025, as compared to $179 thousand during the three months ended March 31, 2024. The increase was primarily due to Casinoroom.com increased operations and profitability.

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

*(in thousands)*

|  | Three Months Ended March 31, 2025 |  | 2024 |  |
| --- | ---: | ---: | ---: | ---: |
| Finland | $3,981 | 59% | $2,442 | 38% |
| New Zealand | 1,535 | 23% | 1,583 | 24% |
| Canada | 667 | 10% | 1,003 | 15% |
| Norway | 419 | 6% | 1,107 | 17% |
| Rest of world | 169 | 2% | 372 | 6% |
| **Total Revenue** | $6,771 | 100% | $6,507 | 100% |

### Direct operating costs

Direct operating costs (related party) decreased by $305 thousand or 41%, to $447 thousand during the three months ended March 31, 2025, as compared to $752 thousand for the three months ended March 31, 2024, which is primarily related to the company using more commission per acquisition as compared to revenue share contracts.

Direct operating costs (other) decreased by $344 thousand or 13%, to $2.2 million for the three months ended March 31, 2025, as compared to $2.6 million for the three months ended March 31, 2024, which is primarily related to a decrease in payment service provider fees and an increase in recovered payment provider fees.

Of the total direct operating costs of $2.7 million and $3.3 million for the three months ended March 31, 2025, and 2024, respectively, $1.0 million and $1.4 million was related to revenue share paid to marketing partners for the successful acquisition of revenue generating players through their marketing channels.

### General and administrative

Total general and administrative expenses were $2.8 million for the three months ended March 31, 2025, as compared to $2.7 million for the three months ended March 31, 2024.

General and administrative expenses (related party) decreased by $15 thousand or 88%, to $2 thousand for the three months ended March 31, 2025, as compared to $17 thousand for the three months ended March 31, 2024.The decrease was primarily driven by a reduction in legal services performed by related parties.

General and administrative expenses (other) increased by $111 thousand or 4%, to $2.8 million for the three months ended March 31, 2025, as compared to $2.7 million for the three months ended March 31, 2024. The increase was primarily driven by an increase in salaries, offset by a decrease in realized and unrealized exchange differences.

Also included in general and administrative expenses (other) are foreign currency transaction losses, which were $178 thousand for the three months ended March 31, 2025, as compared to $464 thousand for the three months ended March 31, 2024.

### Advertising and promotions

Total advertising and promotion expenses were $4.1 million or the three months ended March 31, 2025, as compared to $2.0 million for the three months ended March 31, 2024.

Advertising and promotions expenses (related party) increased by $533 thousand or 276%, to $726 thousand for the three months ended March 31, 2025, as compared to $193 thousand for the three months ended March 31, 2024. The increase was primarily related to commissions paid to related parties for customer acquisition.

Advertising and promotions expenses (other) increased by $1.6 million or 89%, to $3.4 million for the three months ended March 31, 2025, as compared to $1.8 million for the three months ended March 31, 2024. The increase is attributable to an increase in digital media marketing through third party affiliates.

### Product and software development

Total product and software expenses were $363 thousand or the three months ended March 31, 2025, as compared to $260 thousand for the three months ended March 31, 2024.

Product and software development expenses (related party) was $0 thousand for the three months ended March 31, 2025, as compared to $90 thousand for the three months ended March 31, 2024, the decrease is due to reduced reliance on affiliate companies product development services and consulting fees.

Product and software development expenses (other) increased by $193 thousand or 114%, to $363 thousand for the three months ended March 31, 2025 as compared to $170 thousand for the three months ended March 31, 2024.The increase was primarily related to the increased reliance on third party companies and in house development resources.

### Loss from operations

Loss from operations was $3.2 million for the three months ended March 31, 2025, as compared to $1.8 million for the three months ended March 31, 2024, primarily due to an increase in marketing spending.

### Interest expense, net

Interest expense, net was $46 thousand for the three months ended March 31, 2025, as compared to $26 thousand for the three months ended March 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 $3.3 million for the three months ended March 31, 2025, as compared to loss before income taxes of $1.8 million for the three months ended March 31, 2024.

### Income tax expense (benefit)

Income tax expense was $17 and $0 for the three months ended March 31, 2025 and March 31, 2024., respectively.

### Net loss

Net loss was $3.3 million for the three months ended March 31, 2025, as compared to net loss of $1.8 million for the three months ended March 31, 2024.

### 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 quarterly financial 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 quarterly financial performance.

Our quarterly and annual 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.

### 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 $3.5 million in cash and cash equivalents as of March 31, 2025 (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). For the three months ended March 31, 2025 we had net loss of $3.3 million and had net cash used in operations of $3.6 million. As of March 31, 2025, we had an accumulated deficit of $30.4 million and negative working capital of $3.9 million.

We had $6.9 million in cash and cash equivalents as of December 31, 2024 (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). For the year ended December 31, 2024 we had net loss of $5.9 million and had net cash used in operations of $3.9 million. As of December 31, 2024, we had an accumulated deficit of $27.1 million and negative working capital of $1.4 million.

The report of our independent registered public accounting firm that accompanies our audited consolidated financial statements for the fiscal year December 31, 2023, includes a going concern explanatory paragraph in which such firm expressed that there is substantial doubt about our ability to continue as a going concern. Our unaudited condensed consolidated financial statements contained in this Quarterly Report do not include any adjustments that might result if we are unable to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to obtain the necessary financing to meet continuing obligations and repay our liabilities arising from normal business operations when they come due, to fund the development and expansion of our business activities, and to generate sustainable profitable operations and cash flows in the future. Management’s plan is to provide for our capital requirements by raising equity capital through one or more private placements or public offerings. No assurance can be given that we will be able to secure sufficient additional financing as and when necessary and on acceptable terms, or at all, to sustain and improve operating results and cash flows under the new business model.

Based on management's current operating plan, we believe our cash on hand and the projected cash generated from operations are sufficient to fund the Company's operations for a period of at least 12 months subsequent to the issuance of unaudited condensed consolidated financial statements contained in this quarterly report.

At March 31, 2025 and 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:

*(in thousands)*

|  | Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| Net cash used in operating activities | $(3,608) | $(260) |
| Net cash used in investing activities | (13) | (152) |
| Net cash used in financing activities | (90) | (145) |
| Effective of exchange rate changes on cash | 290 | (80) |
| **Net change in cash and cash equivalents, and restricted cash** | $(3,421) | $(637) |

Net cash used in operations during the three months ended March 31, 2025, increased by $3.3 million to $3.6 million as compared to net cash provided by operations of $ 260 thousand during the three months ended March 31, 2024. The increase during the three months ended March 31, 2025, as compared to the three months ended March 31, 2024, is primarily due to increased net loss and increased cash outflows related to the large increase in marketing spend.

Net cash used in investing activities during the three months ended March 31, 2025, was $13 thousand as compared to net cash used in investing activities of $ 152 thousand during the three months ended March 31, 2024. The change is due to a decrease in capitalized internal-use software costs and lower purchases of property and equipment during the period.

Net cash used in financing activities for the three months ended March 31, 2025 was $90 thousand as compared to net cash used in financing activities of $ 145 thousand for the three months ended March 31, 2024, and is related to the cash settlement of an affiliated debt.

Restricted cash (current) was $990 thousand and $1.1 million at March 31, 2025 and December 31, 2024, respectively.

### Critical Accounting Estimates

The preparation of the audited consolidated financial statements and the unaudited condensed consolidated 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, recovery of amounts held in escrow, realization of intangible assets, share-based compensation, accrued jackpots, the realization of deferred tax assets, and going concern assessment.

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

We evaluated qualitative factors at March 31, 2025 and December 31, 2024 related to the HighRoller domain name and concluded that it is not more likely than not that the fair value of the indefinite lived intangible asset is less than its carrying amount. Therefore, no further impairment considerations were deemed necessary on the HighRoller domain name as of March 31, 2025 and December 31, 2024.

We did not have any impairment of indefinite-lived intangible assets for the year ended December 31, 2024 or the period ended March 31, 2025.

### 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 205-40 *Presentation 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.

### Recently Adopted Accounting Pronouncements

Recently issued and adopted accounting pronouncements are described in Note 2 to our condensed consolidated financial statements included elsewhere in this Quarterly Report.

Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on our financial statement presentation or disclosures.

### 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 used.

## Controls and procedures

As filed, 4,412 characters.

### Evaluation of Disclosure Control and Procedures

As of March 31, 2025, the end of the period covered by this Form 10-Q, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer each concluded that, as of March 31, 2025, the end of the period covered by this Form 10-Q, we did not maintain effective disclosure controls and procedures at the reasonable assurance level, as described below.

- During 2022, certain issues were identified that indicated the existence of deficiencies in the Company’s internal ability to prepare consolidated financial statements, reflecting material weakness in the Company’s internal control over financial reporting.
- During 2023, the Company expanded its financial and accounting staff, which included adding a Chief Financial Officer, a Controller, a Director of Accounting and Financial Reporting, as well as requisite supporting staff. As a result, the Company believes that it has adequate staff resources to address accounting and reporting requirements under U.S. GAAP and SEC reporting standards, and to implement internal controls.
- The Company has retained the services of qualified outside consultants with expertise to perform specific accounting and finance tasks or functions, and to assist in the design and installation of accounting and internal control systems. The Company has not yet completed the process to establish adequate internal controls over financial reporting, and it expects that this process will continue through 2025, and possibly longer. While the deficiencies described above did not result in any material misstatements to the Company’s condensed unaudited consolidated financial statements for the period ending March 31, 2025, they did represent a material weakness as of March 31, 2025, since there existed a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements would not be prevented or detected on a timely basis.

#### Management’s Remediation Measures

Management is committed to maintaining a strong internal control environment. Accordingly, management is in the process of implementing a plan to remediate the material weakness described above as soon as possible.

### Changes in Internal Control over Financial Reporting

Except as described above, there were no significant changes in the internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three months ended March 31, 2025, that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting.

### Inherent Limitations on Effectiveness of Controls and Procedures

The Company’s management, including the Chief Executive Officer and Chief Financial Officer, believes that disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, management does not expect that the disclosure controls and procedures or the internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

## Risk factors

As filed, 671 characters.

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in “Part I, Item 1A. Risk Factors” in the Form 10-K. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

As of the date of this Quarterly Report, there were no material changes to the risks and uncertainties described in the section titled “Risk Factors” in the Form 10-K during the three months ended March 31, 2025.

Filed May 15, 2025.
Source: SEC EDGAR, the filing index for accession 0001437749-25-017174. Last ingested by Listed: Oct 24, 2026, 15:06 ET. No prices; not investment advice.