ROLR

Business Context and Reporting Period

Company: High Roller Technologies, Inc. (NYSE American: ROLR)
Filing Type: Form 10-Q (Unaudited)
Reporting Period: Quarter and six months ended June 30, 2025
Business Overview: An online iCasino and entertainment company operating primarily in Europe under the domains HighRoller.com and fruta.com. The company utilizes a multi-brand strategy and relies on third-party game suppliers. It is classified as a smaller reporting company and an emerging growth company.

Key Financial Metrics

Liquidity: The company reported a working capital deficiency of approximately $5.0 million as of June 30, 2025. Unrestricted cash resources were $2.7 million.

Material Changes vs. Prior Period

• Revenue Growth: Net revenues increased 11% year-over-year for the six months ended June 30, 2025, driven by a significant 841% increase in revenue from intra-group services arrangements ($2.7 million vs. $0.3 million). Net gaming revenue decreased 9% to $11.0 million due to a strategic shift toward higher-value markets.
• Improved Operating Loss: The loss from operations for Q2 2025 narrowed significantly to $0.5 million compared to $1.5 million in Q2 2024, attributed to a new marketing strategy focused on cost efficiency and high-value player acquisition.
• Cash Burn: Net cash used in operating activities increased to $4.4 million for the six months ended June 30, 2025, compared to $1.1 million in the prior year period, primarily due to increased marketing spend and higher net losses.
• Geographic Shift: Finland's contribution to revenue grew to 57% of the total in the first half of 2025, up from 39% in the same period in 2024.

Outlook, Risks, and Contingencies

• Going Concern: Management has concluded there is substantial doubt about the Company's ability to continue as a going concern for 12 months from the filing date. This is due to an accumulated deficit of $31.0 million, negative working capital, and a history of net losses. Continued operations depend on securing additional financing.
• Listing Compliance: The Company received notice from NYSE American that it is no longer in compliance with continued listing standards due to stockholders' equity falling below the $4 million threshold. A compliance plan has been submitted to regain compliance by December 4, 2026. Failure to comply could result in delisting.
• Internal Controls: The Company identified a material weakness in internal control over financial reporting related to the preparation of consolidated financial statements. Remediation efforts are ongoing.
• Legal Proceedings: Pending litigation exists in Austria and Germany regarding player claims. The Company has accrued for these claims and does not anticipate further material claims in these markets.
• Foreign Exchange: The Company incurred foreign currency transaction losses of $329 thousand for the six months ended June 30, 2025, due to fluctuations in the Euro and other currencies.

Investor Verification Checklist

• Financing Strategy: Verify the specific plans and progress regarding the raising of equity capital to address the going concern warning and negative working capital.
• Listing Status: Monitor the status of the compliance plan submitted to NYSE American to avoid potential delisting.
• Related Party Transactions: Review the nature and pricing of the significant intra-group services revenue ($2.7 million in 6 months) and related party costs to ensure arm's length terms.
• Marketing Efficiency: Assess whether the new marketing strategy will sustainably improve Adjusted EBITDA margins, which remain negative on a six-month basis (-15.77%).
• Internal Controls: Track the timeline for remediation of the material weakness in internal controls over financial reporting.