UNITED STATES
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FORM
CURRENT REPORT
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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. | |
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Date: January 7, 2026 | By: | /s/ Adam Felman |
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| Adam Felman |