High Roller Technologies, Inc. 8-K

What Happened

• High Roller Technologies, Inc. (ROLR) announced it completed the acquisition of all issued and outstanding shares (100%) of Happy Hour Solutions Ltd. (the Target) on December 31, 2025. The purchase was made by the Company’s wholly owned subsidiary, Deepdive Holdings Ltd. (a Malta company), pursuant to a Share Transfer Agreement dated December 23, 2025.
• The Target holds a valid remote gambling license issued by the Estonian Tax and Customs Board (EMTA). As consideration for the share transfer, the Buyer assigned and transferred the domain name www.casinoroom.com (and variations) to the Seller.

Key Details

• Closing date: December 31, 2025; STA dated December 23, 2025 (previously filed as Exhibit 10.1 to the Company’s 8-K on Dec 23, 2025).
• Acquired asset: 100% of Happy Hour Solutions Ltd., which holds an Estonian remote gambling license (EMTA).
• Consideration: transfer of the domain name www.casinoroom.com and related variations/extensions to the Seller.
• Ownership/related-party notes: Spike Up Media A.B. (SUP) is a shareholder of High Roller (<10%); SUP holds <10% of the Target. Multiple High Roller shareholders and one director collectively own ~66% of the Target.

Why It Matters

• The acquisition gives High Roller (via Deepdive) ownership control of a licensed online gaming operator, which could add regulated gaming operations and potential revenue streams to the company’s business.
• The domain transfer as part of the deal may affect branding or customer-facing assets tied to the Target’s operations.
• The filing discloses overlapping ownership interests between certain High Roller shareholders/directors, SUP, and holders of the Target (including a collective ~66% stake). Investors should note these related-party connections disclosed in the 8-K when assessing governance and potential conflicts.