High Roller Technologies, Inc.

Item 1A. Risk Factors

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in Part I, Item 1A. Risk Factors in the Form 10-K. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

Except as set forth belowAs of the date of this Quarterly Report, there were no material changes to the risks and uncertainties described in the section titled Risk Factors in the Form 10-K during the nine months ended September 30, 2025.

Tthree monthe Company hs ended March 31, 2026 other than as received notificaset forth below:

Risks Related to Our Collaboration from the NYSE American LLC that the CompanyAgreement with Crypto.com

Our new Predictions Contracts business segment is no longer in compliancedependent on our relationship with NYSE Americans continued listing standardsCrypto.com and its affiliates, and any disruption to that relationship could materially and has submitted a Plan to the NYSE Americanadversely affect our business, financial condition, and results of operations.

Pursuant to regain compliance; in the evthe Collaboration Agreement the NYSE American does not accept the Plan or we do not ultimately regain compliance, our securities could ultimately beentered into on April 14, 2026, and after we have satisfied all licensing and other requirements, we will serve as a guaranteed introducing broker for the purpose of soliciting customers to trade event-based delisted from rivative contracts in the NYSE American.

On June 4, 2025, the Company was notifiePredictions product class offered by NYSEorth American LLC that due to reporting of stockholders equiDerivatives Exchange, Inc. d/b/a Crypto.com | Derivatives North America ("CDNA"). Our ability of approximto operately $2.8 million, in this business segment is substantially dependent on the Company no longer meets the requirecontinuation and success of this relationship. The Collaboration Agreement that it must have no less than $4 million has an initial term of two years with automatic renewal for more in stockhola 12-month period, and CDNA is the exclusive providers equity pursuant to the continued listing standards set  of Predictions Contracts through our technology platform in the United States forth under Section 1003(a)(ii)  the first 24 months of the NYSE Ameriterm. There can Company Guide (thbe no assurance that the Company Guide) because the Compllaboration Agreement will be renewed beyond its initial or any has reported losses from continuing operations and/renewal term, or that the terms of any renewal will be favorable to us. A termination or net losses in threeon-renewal of its four most recent fiscthe Collaboration Agreement, or a material years ended December 31, 2024deterioration in our and the Company does not qualify for an exemprelationship with Crypto.com or its affiliates, could result in a loss of a significant portion under Section 1003(a) of the Company Guide. The Company submitted a plan ofof the revenues associated with this business segment and could require us to write off technology development compliance (sts and othe Plan) on July 7, 2025 addressing how it intendsr investments we have made in connection with this initiative.

We are subject to regain complianceulatory risks associated with the event-based derivative continued listiracts, which are subject to evolving standards by December 4, 2026 ( uncertain regulatory frameworks.

Event-based derivative contracts, including the Plan Period Deadline). On August 19, 2025, the Company received notice from the NYSE Amredictions Contracts offered through our technology platform, are a relatively novel financial product class that is subject to heightened regulatory scrutiny. The regulatory framework governing event-based dericavatives in that it had accepted the Plan.

Dure United States continues to evolve, and federal or state regulators, including the Plan period, the Commodity Futures Trading Company will be subject to periodicmission ("CFTC"), may adopt new rules, guidance, or enforcement actions that could review bystrict or prohibit the NYSE Amoffericang of certain to determine if it is making progress consistent withypes of event-based derivative contracts or impose additional requirements on market participants, including introducing brokers such as us. Changes in the regulatory environment could limit the Plan. If types of Predictions Contracts available on the Company does not regain DNA trading system, reduce customer demand for such products, increase our compliance with costs, or othe NYSE Amrwise materican continued listing standards by the Plan Period Deadline, or ifally and adversely affect our ability to operate this business segment. In addition, there can be no assurance that CDNA will maintain all necessary regulatory approvals and designations required to operate its exchange and offer the Company does not make progressPredictions Contracts, and any loss or suspension of such approvals consistent with its Plan duruld materially impair our business.

Our role as a guaranteed introducing the Plan period, thenbroker subjects us to regulatory obligations and potential liability.

We will be entering the NYSE Americaprediction may initiate delistrket as a guaranteed introducing proceedings. The Company may appeal a staff delisting determinabroker. As such, we will be subject to registration and compliance obligations under applicable federal regulations, in accordance with cluding those administered by the NYSE American rules.

TCFTC and the Companys common stockNational Futures Association ("NFA"). We will be required to comply will continue to be listed on the NYSE Amth rules governing customer solicitation, anti-money launderican ng, know-your-customer procedures, recordkeeping , and othe Plan period, subjectr regulatory requirements. Any failure to the Company's maintain our registration status, to compliance with the other listing requiry with applicable rules and regulations, or to adequately supervise our operations could result in enforcements of the NYSE American. T actions, fines, penalties, or the Company's receiptsuspension or revocation of such notificour registration from the NYSE Am, any of which could materican does not ally and adversely affect the Company'sour business, oper and reputations or report. Furthermore, as a guaranteed introducing requirebroker, our guarantee agreements with the U.S. Securitiapplicable futures and Exchange Ccommission.

The Company can provide no assurances that it will be able to merchant may expose us to financial and legal risks in the event of customer defaults, trading losses, or regulatory proceedings.

The market for event-based derivative contracts is nascent and may not develop as we anticipate.

The make progress with respect to its Plan that the NYSE American wrket for event-based derivative contracts, including the Predictions Contracts offered through our technology platform, is relatively new and still determine to be satisfactory, that it will regain compliance with Secveloping. Customer demand for these products may not grow at the rate we expect, or at all, and the market may be subject to significant volatility in trading volumes and customer engagement. Public perception 1003(a)(ii) of the Company Guide on or before the Plan Period Deadline, or that deof event-based derivatives, could negatively affect customer adoption, attract adverse media coverage, or prompt regulatory action. If the market for Predictions Contracts does not developments and events occurring subsequ as we anticipate, or if customer demand is insufficient to tsupport the Companys formulation of the Plan or its acceptance by the NYSE Ameconomics of our investment in this business segment, our business, financial condition, and results of operations could be materican, will notally and adversely affect the Companys ability to make sufficient progred.

We are exposed to counterparty risk and reputational risk associated with our collaboration partners.

Our business and/or regain compliancein the Predictions Contracts segment is closely associated with Section 1003(a)(ii) ofCrypto.com and its affiliates, including CDNA and Foris DAX FCM, LLC. Any adverse developments affecting the Company Guide on se entities, including financial difficulties, regulatory actions, cybersecurity incidents, negative publicity, or before the Plan Period Deadline reputational harm, could also adversely affect our business and reputation, even if we are not directly involved in or result in the Companys failure to be in ponsible for such developments. The cryptocurrency and digital asset industries with which Crypto.complia is associated have experience with other NYSE American continued listing std periods of significant volatility, regulatory uncertainty, and public scrutiny, and any negative developments in these industries could have a spillover effect on our Predictions Contracts business segment andards. on customer and investor confidence in our company.