High Roller Technologies (NYSE American: ROLR) to buy Happy Hour Solutions and casinoroom.com

Rhea-AI Filing Summary

High Roller Technologies, Inc. entered into a material share transfer agreement under which its wholly owned subsidiary, Deepdive Holdings Ltd., will acquire all of the issued and outstanding shares of Happy Hour Solutions Ltd. from Happy Hour Entertainment Holdings Ltd. The Target’s shares represent 100% of its issued and allotted share capital, and the Target holds a valid remote gambling license issued by the Estonian Tax and Customs Board.

As part of the consideration structure, the Seller agreed to assign and transfer to the Buyer the www.casinoroom.com domain name and all related variations and extensions. The transaction is expected to close on or about December 31, 2025. The filing also notes that Spike Up Media A.B., a shareholder of High Roller Technologies, owns less than 10% of the Company and less than 10% of the Target, and that certain Company directors and shareholders collectively hold interests in the Target of approximately 66%.

Insights

Equity & Governance Analyst

High Roller is buying a licensed gambling operator with notable shareholder overlap.

High Roller Technologies, through Deepdive Holdings Ltd., agreed to acquire Happy Hour Solutions Ltd., which holds a remote gambling license from the Estonian Tax and Customs Board. The deal also includes the transfer of the www.casinoroom.com domain and related extensions, indicating an intent to control both the licensed operating entity and a recognizable online brand.

The filing highlights interconnected ownership: Spike Up Media A.B. owns less than 10% of High Roller and less than 10% of the Target, while certain High Roller directors and shareholders collectively own about 66% of the Target. This makes the acquisition a related-party transaction, where terms and governance oversight can be particularly important for outside investors.

The transaction is expected to close on or about December 31, 2025, subject to completion of the conditions set out in the share transfer agreement. Subsequent company disclosures may provide details on purchase economics, integration plans, and any changes to governance processes around related-party dealings.

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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 23, 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 1.01 Entry into a Material Definitive Agreement.

On December 23, 2025, High Roller Technologies, Inc., a Delaware corporation (the “Company”), through its wholly owned subsidiary, Deepdive Holdings Ltd., a Malta company (the “Buyer”), entered into a share transfer agreement (the “STA”) with Happy Hour Entertainment Holdings Ltd., a British Virgin Islands company (the “Seller”).

Pursuant to the STA, the Buyer agreed to acquire 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 will acquire 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 Seller agreed to assign and transfer to the Buyer the domain name www.casinoroom.com and all variations and extensions, as set forth in the STA. 

The transaction is expected to close on or about December 31, 2025.

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 is attached as Exhibit 10.1 hereto, and 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%.

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description
10.1		Share Transfer Agreement dated December 23, 2025, by and between Deepdive Holdings Ltd, and Happy Hour Entertainment Holdings Ltd.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: December 23, 2025	By:	/s/ Adam Felman
		Adam Felman Chief Financial Officer

FAQ

What transaction did High Roller Technologies (ROLR) disclose in this 8-K?

High Roller Technologies disclosed that its wholly owned subsidiary, Deepdive Holdings Ltd., entered into a share transfer agreement to acquire 100% of the issued and outstanding shares of Happy Hour Solutions Ltd. from Happy Hour Entertainment Holdings Ltd.

What assets and licenses are involved in High Roller Technologies’ acquisition?

The Target company, Happy Hour Solutions Ltd., holds a valid remote gambling license issued by the Estonian Tax and Customs Board. In addition, the Seller agreed to assign and transfer to the Buyer the www.casinoroom.com domain name and all variations and extensions described in the agreement.

When is the High Roller Technologies acquisition expected to close?

The transaction to acquire all shares of Happy Hour Solutions Ltd. is expected to close on or about December 31, 2025, according to the disclosure.

Are there related-party aspects in the High Roller Technologies (ROLR) deal?

Yes. Spike Up Media A.B., a shareholder of High Roller Technologies, owns less than 10% of the Company and less than 10% of the Target. In addition, two of High Roller’s directors and two of its largest shareholders own interests in Spike Up Media, and a number of Company shareholders and one director collectively own interests in the Target of approximately 66%.

Who are the main parties involved in High Roller Technologies’ share transfer agreement?

The Buyer is Deepdive Holdings Ltd., a wholly owned subsidiary of High Roller Technologies, Inc. The Seller is Happy Hour Entertainment Holdings Ltd., and the Target being acquired is Happy Hour Solutions Ltd.

Where can investors find the full terms of High Roller Technologies’ acquisition agreement?

The complete terms are contained in the Share Transfer Agreement dated December 23, 2025, which is filed as Exhibit 10.1 and incorporated by reference in the report.