Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following management's discussion and analysis ("MD&A") in conjunction with the information set forth within the unaudited condensed consolidated financial statements and related notes included in this Quarterly Report. Some of the information contained in this MD&A or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the "Forward-Looking Statements" and "Risk Factors" sections of this Quarterly Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following MD&A.

OUR BUSINESS

We are building a regulated prediction markets business in the United States alongside our established online casino operations. Our ROLR platform, launched commercially on October 21, 2026, allows eligible customers in the United States to trade event-based contracts on the outcome of future events in categories such as finance, sports and entertainment. Our online casino business, which operates the HighRoller.com, Fruta.com and Kassuuu.com brands, generated all of our revenue in the three and nine months ended September 30, 2026.

Prediction markets - ROLR

ROLR US LLC ("ROLR"), our wholly owned subsidiary, offers event-based contracts listed by North American Derivatives Exchange, Inc. d/b/a Crypto.com | Derivatives North America ("CDNA"), a CFTC-registered designated contract market and derivatives clearing organization. ROLR operates as an NFA-registered guaranteed introducing broker: it introduces customer accounts to OG Markets US, Inc., doing business as Crypto.com FCM, which carries those accounts and provides transaction processing, custody and related regulatory infrastructure. ROLR does not hold customer funds. Customers access the platform through desktop and mobile browsers, and a dedicated iOS application. An Android application is planned, subject to app store approval.

We moved from signing our agreement with Crypto.com to commercial launch in just over six months:

 April 14, 2026 - we entered into the Mutual Collaboration Agreement (the "Collaboration Agreement") with Foris DAX Markets, Inc., d/b/a Crypto.com, and its affiliates, including CDNA;

 June 24, 2026 - ROLR was awarded a Guaranteed Introducing Broker license by the National Futures Association;

 September 15, 2026 - ROLR began an invitation-only beta to test the customer experience and operating infrastructure under live conditions; and

 October 21, 2026 - ROLR commenced commercial operations, opening the platform to eligible customers in the United States.

Under the Collaboration Agreement, CDNA is the exclusive provider of event contracts through our technology in the United States for the first 24 months of the term, and we are responsible for developing, implementing and maintaining the technology platform through which customers access and trade those contracts. The Collaboration Agreement has an initial term of two years, with automatic renewal for a 12-month period, unless terminated earlier in accordance with its provisions, and does not preclude us from pursuing additional licenses related to the operation of prediction markets.

We believe ROLR represents a significant strategic growth opportunity in a rapidly emerging regulated category and leverages our established brand, customer-facing platform and online gaming expertise. The prediction markets business did not generate revenue in the three or nine months ended September 30, 2026, and we expect it to begin contributing revenue in the fourth quarter of 2026. See "Risk Factors" in Part II, Item 1A of this Quarterly Report for risks relating to this business.

Online casino

We operate the HighRoller.com, Fruta.com and Kassuuu.com online casino brands, principally under the Estonian gaming license held by our subsidiary Happy Hour Solutions Limited. We launched HighRoller.com in January 2022, Fruta.com in February 2024 and Kassuuu.com in September 2025. Our platform offers more than 6,000 games from over 90 providers, including Pragmatic Play, Evolution Gaming, Play'n Go and Netent, covering video slots and table games such as blackjack, roulette and baccarat, many with a live dealer. We generate revenue through hold, or gross winnings, as players play against the house, and our game suppliers receive a percentage of the net gaming revenue generated from their games under revenue-share agreements.

Our multi-brand strategy allows us to launch new brands using our existing licenses and platform at nominal incremental cost and to reach new customer groups through our existing player acquisition channels. Spike Up provides marketing services for our brands (see Note 12). Players receive a welcome package of bonuses and free spins and ongoing rewards based on their engagement, and our platform offers rapid registration, one-tap game search and automated payment processing. We are active in several markets and anticipate license approval in the regulated Ontario market in 2027, although no assurance can be given that these efforts will prove successful. On December 31, 2025, we divested our legacy CasinoRoom.com domain (see Note 17).

Below is a quarterly breakdown for the periods indicated of the non-financial key performance indicators of

 quarterly active users, defined as the number of users who placed at least one bet during a respective quarter;

 quarterly unique depositing customers ("UDCs"), defined as the number of unique users who made at least one deposit during a respective quarter; and

 quarterly wagers, defined as the total amount of real money bets placed by our users.

Q2 2026 wagers have been revised from $63.0 million to $64.3 million to apply the average exchange rate for the quarter.

We currently accept wagers in multiple currencies. We generated more than $53.3 million and $192.1 million in bets during the three and nine months ended September 30, 2026, respectively, and $146.7 million and $453.1 million in customer-paid real money bets during the three and nine months ended September 30, 2025, respectively, utilizing our HighRoller.com, Fruta.com and Kassuuu.com domain names. During the three months ended September 30, 2026, the average revenue per user was $507, as compared to approximately $242 for the same period in 2025. Average revenue per user is net gaming revenue divided by quarterly UDCs. User deposits were $8.8 million and $31.1 million during the three and nine months ended September 30, 2026, respectively, as compared to deposits of almost $23.8 million and $70.9 million during the same periods in 2025, respectively. During the three months ended September 30, 2026, we had 5,448 quarterly active users, as compared to 21,800 for the same period in 2025. Furthermore, during the three and nine months ended September 30, 2026, we had 536 and 2,632 first time depositors, respectively, as compared to 10,675 and 32,408 first time depositors for the same periods in 2025, respectively. During the three months ended September 30, 2026, we had 4,723 quarterly UDCs, as compared to 20,128 for the same period in 2025. Our net gaming revenue was $2.4 million and $8.6 million for the three and nine months ended September 30, 2026, respectively, as compared to $4.9 million and $15.8 million for the same periods in 2025, respectively.

RECENT DEVELOPMENTS

LAUNCH OF THE ROLR PREDICTION MARKETS PLATFORM

On September 15, 2026, ROLR began an invitation-only beta of the Company's real-money prediction markets platform, ROLR™, to test the customer experience and operating infrastructure under live conditions. On October 21, 2026, ROLR commenced commercial operations, opening the platform to eligible customers in the United States through desktop and mobile browsers. A dedicated iOS application launched on November 9, 2026, and a dedicated Android application is planned, subject to app store approval. Through the platform, customers can trade event-based contracts offered by CDNA. As a guaranteed introducing broker, ROLR introduces customer accounts to Crypto.com FCM, which carries those accounts; ROLR does not hold customer funds. The prediction markets business did not generate revenue in the three or nine months ended September 30, 2026, and the Company expects it to begin contributing revenue in the fourth quarter of 2026.

GIB LICENSE FROM THE NFA

On June 24, 2026, ROLR, a wholly owned subsidiary of the Company, was awarded a Guaranteed Introducing Broker license by the National Futures Association. This license allows ROLR to operate its prediction markets business. ROLR's introducing broker operations are guaranteed by OG Markets US, Inc., doing business as Crypto.com FCM, which will carry customer accounts introduced through the ROLR platform and provide transaction processing, custody, and related regulatory infrastructure.

MUTUAL COLLABORATION AGREEMENT

On April 14, 2026, the Company entered into the Mutual Collaboration Agreement with Foris DAX Markets, Inc., d/b/a Crypto.com, and its affiliates, including North American Derivatives Exchange, Inc. d/b/a Crypto.com | Derivatives North America ("CDNA") and Foris DAX FCM, LLC.

Pursuant to the Collaboration Agreement, the Company serves as a guaranteed introducing broker, for the purpose of soliciting customers to trade event-based derivative contracts in CDNA's Predictions product class on the CDNA trading system. The Company is responsible for, among other things, developing, implementing, and maintaining a technology platform, available as a mobile application, through which end-user customers may access and trade Predictions Contracts. CDNA will be the exclusive provider of Predictions Contracts through the Company's technology in the United States for the first 24 months of the term of the Collaboration Agreement. The Collaboration Agreement has an initial term of two years, with automatic renewal for a 12-month period, unless terminated earlier in accordance with its provisions. Under the terms of the Agreement, the Company is not precluded from pursuing additional licenses related to the operation of prediction markets.

RESULTS OF OPERATIONS

The following table sets forth a summary of our unaudited condensed consolidated results of operations for the periods indicated. The results of historical periods are not necessarily indicative of the results of operations for any future period.

FINANCIAL HIGHLIGHTS AND TRENDS

The following table sets forth a summary of our financial results for the periods indicated:

(1) Adjusted EBITDA is a non-GAAP financial measure. See "Non-GAAP Information" below for additional information about this measure and a reconciliation of this measure to the most directly comparable financial measure calculated in accordance with U.S. GAAP.

NON-GAAP INFORMATION

This Report includes Adjusted EBITDA, which is a non-GAAP financial measure that we use to supplement our results presented in accordance with U.S. GAAP. We believe Adjusted EBITDA is useful in evaluating our operating performance, similar to measures reported by our publicly-listed U.S. competitors, and regularly used by security analysts, institutional investors and other interested parties in analyzing operating performance and prospects. Adjusted EBITDA is not intended to be a substitute for any U.S. GAAP financial measure. As calculated, it may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry.

We define and calculate Adjusted EBITDA as net loss from continuing operations before the impact of interest income and expense, income tax provision or benefit, and depreciation and amortization, and further adjusted for the following items: stock-based compensation; and certain other costs or income, as described in the reconciliation below.

We include non-GAAP financial measures because they are used by management to evaluate our core operating performance and trends and to make strategic decisions regarding the allocation of capital and new investments. Adjusted EBITDA excludes certain expenses that are required in accordance with U.S. GAAP because they are items that we do not consider indicative of our ongoing operating performance (for example, in the case of severance costs), non-cash expenditures (for example, in the case of amortization of acquired intangible assets, depreciation and amortization and stock-based compensation), or non-operating items which are not related to our underlying business performance (for example, in the case of interest expense).

ADJUSTED EBITDA

The table below presents the Company's Adjusted EBITDA reconciled to our net income (loss), which is the most directly comparable financial measure calculated in accordance with U.S. GAAP, for the periods indicated:

(1) Represents non-cash share-based compensation expense for stock options, restricted stock units (including performance-based restricted stock units) and shares of common stock issued for services, granted to employees, directors and consultants.

(2) Includes amortization of intangible assets generated through business acquisitions and depreciation of property and equipment, amortization of contract costs, and amortization of internally developed software and other intangible assets. Excludes amortization of right of use assets.

(3) Includes severance costs and non-recurring executive bonuses paid in the first quarter of 2026.

REVENUE

Net gaming revenue decreased by $7.3 million or 45.9% to $8.6 million during the nine months ended September 30, 2026, as compared to $15.8 million during the nine months ended September 30, 2025. This is primarily due to the Company exiting various markets after the third quarter of 2025, the continued implementation of the new marketing plan for our iCasino business focusing on more valuable customers, and the Company's focus on the prediction market.

Net gaming revenue decreased by $2.5 million or 50.8% to $2.4 million during the three months ended September 30, 2026, as compared to $4.9 million during the three months ended September 30, 2025 due to the Company exiting various markets after the third quarter of 2025 and the Company's continued implementation of a refined marketing strategy along with a more focused effort on the prediction market.

The Company's net gaming revenue by country for those with significant revenue for the periods indicated are as follows:

DIRECT OPERATING COSTS

Direct operating costs (related party) decreased by $0.4 million or 51.1%, to $0.4 million during the nine months ended September 30, 2026, as compared to $0.9 million for the nine months ended September 30, 2025, which is primarily related to the shift in marketing strategy from revenue sharing and falls in line with the decrease in revenue.

Direct operating costs (other) decreased by $3.7 million or 56.4%, to $2.8 million during the nine months ended September 30, 2026, as compared to $6.5 million for the nine months ended September 30, 2025, which is primarily related to a decrease in affiliate revenue sharing along with lower payment provider fees which is in line with decreased revenue.

Of the total direct operating costs of $3.3 million and $7.4 million for the nine months ended September 30, 2026, and 2025, respectively, $0.4 million and $0.9 million, respectively, was related to revenue share paid to marketing partners for the successful acquisition of revenue generating players through their marketing channels.

Direct operating costs (related party) decreased by $0.2 million or 62.4%, to $0.1 million during the three months ended September 30, 2026, as compared to $0.3 million for the three months ended September 30, 2025, this decrease is approximately in line with the percentage decrease in revenue.

Direct operating costs (other) decreased by $1.0 million or 58.8%, to $0.7 million for the three months ended September 30, 2026, as compared to $1.7 million for the three months ended September 30, 2025, due to cost efficiencies identified within payment fees, game provider fees and affiliate revenue share, which resulted in a greater percentage decrease when compared to the percentage change in revenue.

Of the total direct operating costs of $0.8 million and $2.0 million for the three months ended September 30, 2026, and 2025, respectively, $0.1 million and $0.3 million, respectively, was related to revenue share paid to marketing partners for the successful acquisition of revenue generating players through their marketing channels.

GENERAL AND ADMINISTRATIVE

Total general and administrative expenses were $9.9 million for the nine months ended September 30, 2026, as compared to $9.1 million for the nine months ended September 30, 2025.

General and administrative expenses (other) increased by $1.0 million or 10.7%, to $9.9 million for the nine months ended September 30, 2026, as compared to $9.0 million for the nine months ended September 30, 2025. The increase was primarily driven by higher spend preparing for entrance in the prediction market.

Total general and administrative expenses were $3.1 million for the three months ended September 30, 2026, as compared to $2.8 million for the three months ended September 30, 2025.

General and administrative expenses (other) increased by $0.2 million or 8.3%, to $3.1 million for the three months ended September 30, 2026, as compared to $2.8 million for the three months ended September 30, 2025. The increase was primarily driven by an increase in spend for preparation of entrance in the prediction market.

ADVERTISING AND PROMOTIONS

Total advertising and promotion expenses were $1.9 million for the nine months ended September 30, 2026, as compared to $4.2 million for the nine months ended September 30, 2025.

Advertising and promotions expenses (related party) increased by $0.0 million or 0.5%, to $0.9 million for the nine months ended September 30, 2026, as compared to $0.9 million for the nine months ended September 30, 2025. Prediction market-related marketing with Spike Up, which began in the second quarter, was largely offset by the decrease in commission costs and commission listing costs related to the revised marketing strategy. Prediction market-related marketing spend will continue to increase throughout the year.

Advertising and promotions expenses (other) decreased by $2.3 million or 71.0%, to $0.9 million for the nine months ended September 30, 2026, as compared to $3.2 million for the nine months ended September 30, 2025. The decrease is attributable to marketing strategy optimization offset by additional marketing spend for the prediction market in the quarter.

Total advertising and promotion expenses were $1.0 million for the three months ended September 30, 2026, as compared to $0.5 million for the three months ended September 30, 2025.

Advertising and promotions expenses (related party) increased by $0.4 million or 488.0%, to $0.5 million for the three months ended September 30, 2026, as compared to $0.1 million for the three months ended September 30, 2025. The increase is primarily attributable to the increase in marketing spend for the prediction market.

Advertising and promotions expenses (other) increased by $0.0 million or 2.6%, to $0.5 million for the three months ended September 30, 2026, as compared to $0.5 million for the three months ended September 30, 2025. The increase is attributable to prediction market spend, partially offset by marketing strategy optimization.

PRODUCT AND SOFTWARE DEVELOPMENT

Total product and software expenses were $0.7 million for the nine months ended September 30, 2026, as compared to $0.6 million for the nine months ended September 30, 2025.

Product and software development expenses (other) increased by $0.1 million or 15.1%, to $0.7 million for the nine months ended September 30, 2026 as compared to $0.6 million for the nine months ended September 30, 2025.

Total product and software expenses were $0.2 million for the three months ended September 30, 2026, as compared to $0.2 million for the three months ended September 30, 2025.

Product and software development expenses (other) increased by $0.0 million or 16.5%, to $0.2 million for the three months ended September 30, 2026 as compared to $0.2 million for the three months ended September 30, 2025.

LOSS FROM OPERATIONS

Loss from operations was $7.2 million for the nine months ended September 30, 2026, as compared to a loss of $5.4 million for the nine months ended September 30, 2025, primarily due to lower revenue and investment into the planned entry into the prediction market vertical, partially offset by the Company optimizing the marketing strategy and cost saving initiatives reflected in a reduction in direct costs.

Loss from operations was $2.7 million for the three months ended September 30, 2026, as compared to a loss of $0.7 million for the three months ended September 30, 2025, primarily due to the Company revising the marketing strategy and investment into the planned entry into the prediction market vertical.

INTEREST INCOME (EXPENSE), NET

Interest income, net was $0.3 million for the nine months ended September 30, 2026, as compared to interest expense, net was $0.2 million for the nine months ended September 30, 2025, due to private placement proceeds being placed in an interest bearing account.

Interest income, net was $0.12 million for the three months ended September 30, 2026, as compared to interest expense, net was $0.06 million for the three months ended September 30, 2025, due to private placement proceeds being placed in an interest-bearing account.

LOSS BEFORE INCOME TAXES

Loss before income taxes was $6.9 million for the nine months ended September 30, 2026, as compared to loss before income taxes of $5.6 million for the nine months ended September 30, 2025.

Loss before income taxes was $2.6 million for the three months ended September 30, 2026, as compared to loss before income taxes of $0.8 million for the three months ended September 30, 2025.

INCOME TAX EXPENSE (BENEFIT)

Income tax expense (benefit) was $231 thousand and $(3.6) million for the nine months ended September 30, 2026 and 2025, respectively.

Income tax expense (benefit) was $184 thousand and $(3.6) million for the three months ended September 30, 2026 and 2025, respectively. Income tax for the three and nine months ended September 30, 2026 includes a discrete charge of $83 thousand for the 2023 corporate income tax of Happy Hour Solutions Limited, including related interest and penalties. The tax relates to periods before the Company acquired Happy Hour Solutions Limited on December 31, 2025, and was identified and paid in the third quarter of 2026.

NET LOSS FROM CONTINUING OPERATIONS

Net loss from continuing operations was $7.1 million for the nine months ended September 30, 2026, as compared to net loss from continuing operations of $2.0 million for the nine months ended September 30, 2025.

Net loss from continuing operations was $2.8 million for the three months ended September 30, 2026, as compared to net income from continuing operations of $2.9 million for the three months ended September 30, 2025.

OTHER TRENDS IMPACTING OUR BUSINESS

Our results of operations can and generally do fluctuate due to other factors such as level of customer engagement, online casino results and other factors that are outside of our control or that we cannot reasonably predict. Our quarterly financial performance depends on our ability to attract and retain customers. Customer engagement in our online offerings may vary due to, among other things, customer satisfaction with our platform, our offerings and those of our competitors, our marketing efforts, public sentiment or an economic downturn. As customer engagement varies, so may our quarterly financial performance.

Our quarterly and annual financial results may also be impacted by the number and amount of betting losses and jackpot payouts we experience. Although our losses are limited per stake to a maximum payout in our online casino offering, when looking at bets across a period of time, these losses can be significant. As part of our online casino offerings, we offer local progressive jackpot games that are operated by us and larger progressive jackpots which are "global," operating across multiple operators and guaranteed by our game suppliers. Each time a customer plays one of our local progressive jackpot games, we contribute a portion of the amount bet to the jackpot for that game or group of games. When a progressive jackpot is won, the jackpot is paid out and is reset to a predetermined base amount. As winning the jackpot is determined by a random mechanism, we cannot foresee when a jackpot will be won and we do not insure against jackpot payouts. Paying the local progressive jackpot decreases our cash position and, depending upon the size of the jackpot, payouts may have a significant negative effect on our cash flow and financial condition. Global progressive jackpots are guaranteed and paid by the game suppliers and are not a liability directly affecting us.

We operate within the global gaming and entertainment industry, which is comprised of diverse products and offerings that compete for consumers' time and disposable income. We face and expect to continue to face significant competition from other industry players both within existing and new markets including from competitors with access to more resources or experience. Customer demands for new and innovative offerings and features require us to continue to invest in new technologies and content to improve the customer experience. Many jurisdictions in which we operate or intend to operate in the future have unique regulatory and/or technological requirements, which require us to have robust, scalable networks and infrastructure, and agile engineering and software development capabilities. The global gaming and entertainment industry has seen significant consolidation, regulatory change and technological development over the last few years, and we expect this trend to continue into the foreseeable future, which may create opportunities for us but may also create competitive and margin pressures.

Under New Zealand's Online Casino Gambling Act 2026, only a limited number of operators selected through a licensing process may offer online casino gaming in New Zealand from December 1, 2026. We are not participating in that process.

LIQUIDITY AND CAPITAL RESOURCES

We measure liquidity in terms of our ability to fund the cash requirements of our business operations, including working capital and capital expenditure needs, contractual obligations and other commitments, with cash flows from operations. Our current working capital needs relate mainly to supporting our existing businesses, the growth of these businesses in their existing markets and their expansion into other geographic regions, as well as our employees' compensation and benefits. Our principal source of liquidity is the net proceeds of $23.5 million from the private placement and registered direct offering completed in January 2026.

We had $13.4 million in cash and cash equivalents as of September 30, 2026 (excluding customer cash deposits, which we segregate from our operating cash balances on behalf of our real-money customers for all jurisdictions and products, and restricted cash). For the nine months ended September 30, 2026 we had net loss of $7.1 million and had net cash used in operations of $8.9 million. As of September 30, 2026, we had an accumulated deficit of $31.4 million and working capital of $11.0 million.

We had $2.1 million in cash and cash equivalents as of December 31, 2025 (excluding customer cash deposits, which we segregate from our operating cash balances on behalf of our real-money customers for all jurisdictions and products, and restricted cash). For the year ended December 31, 2025 we had net income of $0.7 million and had net cash used in operations of $3.2 million. As of December 31, 2025, we had an accumulated deficit of $24.3 million and negative working capital of $3.7 million (excluding $2.4 million of deferred tax assets presented within current assets; see Note 13).

We expect to continue to use cash in our operations as we invest in our prediction markets business, until that business generates sufficient cash flows. We have no outstanding borrowings. Based on our current operating plan, we believe that our existing cash and cash equivalents will be sufficient to fund our operations and meet our obligations for at least the next twelve months from the date the unaudited condensed consolidated financial statements included in this Quarterly Report are issued. This is based on assumptions that may prove wrong.

At September 30, 2026 and December 31, 2025, we did not have any transactions, obligations or relationships that could be considered off-balance sheet arrangements.

CASH FLOWS

The following table shows our cash flows from operating activities, investing activities and financing activities for the stated periods:

Net cash used in operations during the nine months ended September 30, 2026, increased by $4.4 million to $8.9 million as compared to net cash used in operations of $4.5 million during the nine months ended September 30, 2025. The increase during the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, is primarily due to increased cash outflows related to the continuing implementation of a marketing strategy and entrance into a new market.

Net cash used in investing activities during the nine months ended September 30, 2026, was $3.6 million as compared to net cash used in investing activities of $0.5 million during the nine months ended September 30, 2025. The majority of the $3.6 million was invested in developing our prediction markets platform, ROLR.

Net cash provided by financing activities for the nine months ended September 30, 2026 was $23.8 million as compared to net cash used in financing activities of $0.1 million for the nine months ended September 30, 2025, and is related to the private placement and the registered direct offering in January of 2026, with net proceeds of $23.5 million.

Restricted cash (current) was $0.4 million and $0.6 million at September 30, 2026 and December 31, 2025, respectively.

CRITICAL ACCOUNTING ESTIMATES

The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenue and expenses. Some of those judgments can be subjective and complex, and therefore, actual results could differ materially from those estimates under different assumptions or conditions. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates include those related to assumptions used in accruals for potential legal and other liabilities, realization of intangible assets, share-based compensation, accrued jackpots and the realization of deferred tax assets.

The following critical accounting estimates affect the more significant judgments and estimates used in the preparation of our unaudited condensed consolidated financial statements.

IMPAIRMENT OF LONG-LIVED ASSETS

Our long-lived assets consist of property and equipment, operating lease right-of-use assets and capitalized internal-use software.

We evaluate long-lived assets for indicators of impairment at least annually or when events or changes in circumstances indicate that their carrying amounts may not be recoverable. The factors that would be considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the long-lived asset is used and the effects of obsolescence, demand, competition and other economic factors. If indicators of impairment are identified, we perform an undiscounted cash flow analysis of the long-lived assets. Asset groups are written down only to the extent that their carrying value exceeds their respective fair value. Fair values of the asset group are determined by discounting the cash flows at a rate that approximates the cost of capital of a market participant.

Indefinite-lived intangible assets consist of trademarks, domain names and gaming license. Indefinite-lived intangible assets are not amortized; rather they are tested for impairment at least annually, or more frequently if adverse events or changes in circumstances indicate that the carrying value may not be recoverable. In addition, management evaluates whether events and circumstances continue to support an indefinite useful life. Impairment tests are performed, at a minimum, in the fourth quarter of each year.

To test indefinite-lived intangible assets for impairment, we first assess the qualitative factors to determine whether it is more likely than not that the fair value of the indefinite-lived intangible asset is less than its carrying amount as a basis for determining whether it is necessary to perform a quantitative impairment test. If we determine that it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount, then the quantitative impairment test is performed. The qualitative assessment requires the consideration of factors such as recent market transactions, macroeconomic conditions, changes in projected future cash flows, our market capitalization and the use of domain names and licenses. The quantitative assessment compares the fair value of an indefinite-lived intangible asset to its carrying amount. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized for the excess. Fair values of indefinite-lived intangible assets are determined based on discounted cash flows.

The Company performed its most recent annual impairment test of the HighRoller domain name and the Estonia gaming license as of December 31, 2025 and concluded that their fair values, determined using a discounted cash flow analysis, substantially exceeded their carrying values. During the nine months ended September 30, 2026, the Company assessed whether events or changes in circumstances indicated that it was more likely than not that its indefinite-lived intangible assets were impaired and concluded that no interim impairment test was required.

We did not have any impairment of indefinite-lived intangible assets for the year ended December 31, 2025 or the period ended September 30, 2026.

SHARE-BASED COMPENSATION

We record share-based compensation in accordance with ASC 718, Compensation-Stock Compensation ("ASC 718") and recognize share-based compensation expense in the period in which a grantee is required to provide service, which is generally over the vesting period of the individual share-based payment award. Compensation expense for awards with performance conditions is not recognized until it is probable that the performance target will be achieved. Compensation expense for awards is recognized over the requisite service period on a straight-line basis. Forfeitures are accounted for as they occur.

Our share-based awards (stock options and RSUs, including performance-based RSUs) are equity-classified and measured at grant-date fair value, using the Black-Scholes option-pricing model for stock options and the closing price of our common stock on the grant date for RSUs.

GOING CONCERN

ASC 205-40 Presentation of Financial Statements - Going Concern, requires management to assess the reporting entity's ability to continue as a going concern. In accordance with this guidance, we have evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the unaudited condensed consolidated financial statements are issued. Based on this evaluation, we concluded that conditions and events, considered in the aggregate, do not raise substantial doubt about our ability to continue as a going concern within one year after the date that the unaudited condensed consolidated financial statements included in the Quarterly Report are issued.

Determining the extent to which conditions or events raise substantial doubt about our ability to continue as a going concern requires significant judgment and estimation by us. Our significant estimates related to this analysis may include identifying business factors such as revenue growth and profitability used in the forecasted financial results. We believe that the estimated values used in our going concern analysis are based on reasonable assumptions. However, such assumptions are inherently uncertain and actual results could differ materially from those estimates.

INCOME TAXES

We comply with the accounting and reporting requirements of ASC 740, Income Taxes ("ASC 740"), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances in respect of deferred tax assets are provided for, if necessary, to reduce deferred tax assets to amounts more likely than not to be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense.

EMERGING GROWTH COMPANY ACCOUNTING ELECTION

Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 ("JOBS Act") exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable. We are an "emerging growth company" as defined in Section 2(a) of the Securities Act of 1933, as amended, and have elected to take advantage of the benefits of this extended transition period. The Company remains an emerging growth company and is expected to continue to take advantage of the benefits of the extended transition period. This may make it difficult or impossible to compare the Company financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions for emerging growth companies because of the potential differences in accounting standards used.