High Roller Technologies, Inc. 8-K

What Happened

• On December 23, 2025, High Roller Technologies, through 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. (the “Target”). The Target holds a valid remote gambling license issued by the Estonian Tax and Customs Board (EMTA). The seller, Happy Hour Entertainment Holdings Ltd., agreed to transfer the domain name www.casinoroom.com (and variations) to the Buyer as part of the consideration. The transaction is expected to close on or about December 31, 2025. The full STA is attached to the filing as Exhibit 10.1.

Key Details

• Agreement signed: December 23, 2025; expected closing: on or about December 31, 2025.
• Assets acquired: 100% of Happy Hour Solutions Ltd., which holds an Estonian remote gambling license, plus the domain www.casinoroom.com (and variations) as consideration.
• Related-party/ownership notes: Spike Up Media A.B. (SUP) is a company shareholder (owns <10% of High Roller); two directors and two of the company’s largest shareholders have interests in SUP. SUP owns <10% of the Target (Target is a wholly owned subsidiary of the Seller). Several High Roller shareholders and one director (together owning <10% of High Roller) hold interests in the Target totaling approximately 66%.
• The filing does not disclose a cash purchase price or other financial terms beyond the domain transfer.

Why It Matters

• The deal would give High Roller direct ownership and control of an Estonian-licensed online gambling operator and the CasinoRoom brand/domain, potentially expanding the company’s regulated gaming footprint and customer-facing assets.
• Investors should note the related-party overlap (shareholders and directors with interests in SUP and the Target) disclosed in the filing; such relationships can affect governance and may require further disclosure or approvals.
• No financial purchase price was disclosed in the 8-K; investors looking for detailed economic terms or projected financial impact will need to monitor future filings or company releases.