High Roller Technologies (ROLR) acquires Happy Hour Solutions and Estonian gaming license

Rhea-AI Filing Summary

High Roller Technologies, Inc. completed an acquisition on December 31, 2025 through its wholly owned Malta subsidiary, Deepdive Holdings Ltd. Deepdive acquired 100% of the issued and outstanding shares of Happy Hour Solutions Ltd., gaining full ownership and control of the company, which holds a valid remote gambling license issued by the Estonian Tax and Customs Board (EMTA). As consideration, Deepdive assigned and transferred to the seller the domain name www.casinoroom.com and all related variations and extensions, as specified in the share transfer agreement.

The filing notes various overlapping interests between the buyer’s parent company, the seller’s group and the target. Spike Up Media A.B., a shareholder of High Roller owning in the aggregate less than 10% of the outstanding shares, also owns less than 10% of the outstanding shares of the target. In addition, certain directors and shareholders of High Roller hold interests in both Spike Up Media and the target, with a group of the company’s shareholders and one director collectively owning approximately 66% of the target.

Insights

Gaming sector M&A and governance analyst

High Roller gains a fully licensed gaming target via a related-party deal paid with a domain asset.

High Roller Technologies, through its wholly owned subsidiary Deepdive Holdings Ltd., has acquired 100% of Happy Hour Solutions Ltd., which holds a remote gambling license from the Estonian Tax and Customs Board (EMTA). The consideration consists of transferring the domain name www.casinoroom.com and its variations to the seller, rather than a disclosed cash amount. This structure indicates a non-cash asset swap focused on combining a licensed operating platform with an established online gaming brand asset.

The filing discloses several overlapping shareholdings among High Roller, Spike Up Media A.B., the seller’s group and the target. Spike Up Media owns less than 10% of High Roller and less than 10% of the target, while certain directors and shareholders of High Roller collectively own approximately 66% of the target. These cross-holdings make the transaction a related-party situation, increasing the importance of transparent governance and board oversight, though the excerpt does not detail specific approval processes.

The acquisition immediately gives High Roller’s group full control over a company with a valid Estonian remote gambling license as of the closing on December 31, 2025. Subsequent disclosures in future company reports may elaborate on how this license is used within the group’s operating structure and whether the transferred domain is integrated into customer-facing offerings.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): December 31, 2025

HIGH ROLLER TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Charter)

001-42202

(Commission File Number)

Delaware		87-4159815
(State or Other Jurisdiction of Incorporation)		(I.R.S. Employer Identification Number)

400 South 4th Street, Suite 500-#390
Las Vegas, Nevada 89101

(Address of principal executive offices, with zip code)

(702) 509-5244

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		ROLR		NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.01 Completion of Acquisition or Disposition of Assets.

On December 31, 2025 (the “Closing Date”), High Roller Technologies, Inc. (the “Company”) completed the acquisition, through its wholly owned subsidiary, Deepdive Holdings Ltd., a Malta company (the “Buyer”), pursuant to the previously disclosed share transfer agreement (the “STA”) among Deepdive and  Happy Hour Entertainment Holdings Ltd., a British Virgin Islands company (the “Seller”).

Pursuant to the STA dated December 23, 2025, on the Closing Date, the Buyer acquired from the Seller all of the issued and outstanding shares of Happy Hour Solutions Ltd. (the “Target”). The shares represent 100% of the issued and allotted share capital of the Target. As a result of the acquisition, the Buyer acquired ownership control of the Target, which holds a valid remote gambling license issued by the Estonian Tax and Customs Board (EMTA).

In consideration for the acquisition of the shares of the Target, the Buyer assigned and transferred to the Seller the domain name www.casinoroom.com and all variations and extensions, as set forth in the STA.

The foregoing description of the STA does not purport to be complete and is qualified in its entirety by reference to the STA, a copy of which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 23, 2025 and is incorporated herein by reference.

Spike Up Media A.B. (“SUP”) is a shareholder of the Company (owning in the aggregate, less than 10% of the outstanding shares). Two of the Company’s directors and two of its largest shareholders, own interests in SUP. SUP owns less than 10% of the outstanding shares of Target, which is a wholly owned subsidiary of the Seller. A number of the Company’s shareholders and one of the Company’s directors (owning in the aggregate, less than 10% of the outstanding shares of the Company), own interests in the Target in the aggregate of approximately 66%.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HIGH ROLLER TECHNOLOGIES, INC.
Date: January 7, 2026	By:	/s/ Adam Felman
		Adam Felman Chief Financial Officer

FAQ

What transaction did High Roller Technologies, Inc. (ROLR) complete on December 31, 2025?

On December 31, 2025, High Roller Technologies, Inc., through its wholly owned subsidiary Deepdive Holdings Ltd., completed the acquisition of 100% of the issued and outstanding shares of Happy Hour Solutions Ltd., obtaining full ownership and control of the company.

What asset did High Roller use as consideration in the Happy Hour Solutions acquisition?

As consideration for acquiring the shares of Happy Hour Solutions Ltd., Deepdive Holdings Ltd. assigned and transferred to the seller the domain name www.casinoroom.com and all its variations and extensions, as set out in the share transfer agreement.

What regulatory license does Happy Hour Solutions Ltd. hold after the acquisition by ROLR?

Happy Hour Solutions Ltd. holds a valid remote gambling license issued by the Estonian Tax and Customs Board (EMTA), and this licensed status is acquired by High Roller’s subsidiary through the transaction.

Are there related-party elements in High Roller Technologies, Inc.’s acquisition of Happy Hour Solutions Ltd.?

Yes. The filing states that Spike Up Media A.B., which owns in the aggregate less than 10% of High Roller’s outstanding shares, also owns less than 10% of the target. It further discloses that certain directors and shareholders of High Roller hold interests in Spike Up Media and that some shareholders and one director of High Roller collectively own approximately 66% of Happy Hour Solutions Ltd.

Which subsidiary of High Roller Technologies, Inc. executed the acquisition of Happy Hour Solutions Ltd.?

The acquisition was executed by Deepdive Holdings Ltd., a wholly owned subsidiary of High Roller Technologies, Inc. incorporated in Malta, which acted as the buyer under the share transfer agreement.

Where can investors find more details on the share transfer agreement related to the ROLR acquisition?

The share transfer agreement is referenced as the STA, dated December 23, 2025, and a copy was filed as Exhibit 10.1 to a prior company filing dated December 23, 2025, which is incorporated by reference in this report.