High Roller Technologies Enters Material Definitive Agreement
Ticker: ROLR · Form: 8-K · Filed: Dec 23, 2025 · CIK: 1947210
| Field | Detail |
|---|---|
| Company | High Roller Technologies, Inc. (ROLR) |
| Form Type | 8-K |
| Filed Date | Dec 23, 2025 |
| Risk Level | medium |
| Pages | 2 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.001 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, 8-K
TL;DR
HR Technologies just signed a big deal, details TBD.
AI Summary
High Roller Technologies, Inc. announced on December 23, 2025, that it has entered into a material definitive agreement. The company, incorporated in Delaware with its principal executive offices in Las Vegas, Nevada, filed this 8-K report to disclose this significant event. The filing does not provide specific details about the agreement's nature or financial terms.
Why It Matters
This filing indicates a significant business development for High Roller Technologies, Inc., potentially impacting its future operations and strategic direction.
Risk Assessment
Risk Level: medium — The lack of specific details in the filing about the material definitive agreement introduces uncertainty regarding its implications.
Key Players & Entities
- High Roller Technologies, Inc. (company) — Registrant
- December 23, 2025 (date) — Date of earliest event Reported
- Delaware (jurisdiction) — State of Incorporation
- Las Vegas, Nevada (location) — Address of principal executive offices
FAQ
What is the nature of the material definitive agreement High Roller Technologies, Inc. entered into?
The filing does not specify the nature of the material definitive agreement.
When did High Roller Technologies, Inc. enter into this material definitive agreement?
The earliest event reported, which is the entry into the material definitive agreement, occurred on December 23, 2025.
What is the company's state of incorporation?
High Roller Technologies, Inc. is incorporated in Delaware.
Where are High Roller Technologies, Inc.'s principal executive offices located?
The principal executive offices of High Roller Technologies, Inc. are located at 400 South 4th Street, Suite 500-#390, Las Vegas, Nevada 89101.
What is the Commission File Number for High Roller Technologies, Inc.?
The Commission File Number for High Roller Technologies, Inc. is 001-42202.
Filing Stats: 683 words · 3 min read · ~2 pages · Grade level 10.3 · Accepted 2025-12-23 17:10:03
Key Financial Figures
- $0.001 — ch registered Common Stock, par value $0.001 per share ROLR NYSE American LLC
Filing Documents
- rolr-20251223.htm (8-K) — 25KB
- ex101_1.htm (EX-10.1) — 161KB
- 0001753926-25-001963.txt ( ) — 355KB
- rolr-20251223_def.xml (EX-101.DEF) — 16KB
- rolr-20251223_pre.xml (EX-101.PRE) — 16KB
- rolr-20251223_cal.xml (EX-101.CAL) — 1KB
- rolr-20251223_lab.xml (EX-101.LAB) — 20KB
- rolr-20251223.xsd (EX-101.SCH) — 4KB
- rolr-20251223_htm.xml (XML) — 3KB
01 Entry into a Material Definitive Agreement
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%.
01 Financial Statements and Exhibits
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