What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-03-10 compared with 2025-03-21 · 100 added, 71 removed, 200 unchanged (46% of the section changed)

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Some of the information contained in this MD&A or set forth elsewhere in this Annual Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties.

You s hould review the “Forward-Looking Statements" and "Risk Factors" sections of this Annua l 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.

Unless the context requires otherwise, all references in this MD&A to the “Company,” “we,” “us,” or “our” refer to the company, High Roller Technologies, Inc.

and its subsidiaries.

We are an evolving and growth-oriented iCasino and entertainment company that focuses primarily on online casino betting in Europe, North American and South America.

Our mission is to offer consistently superior customer experience by (i) providing fast onboarding, easy log-in and re-log-in, (ii) assuring efficient and secure payment processing, (iii) providing prompt payouts on player winnings, (iv) offering generous bonuses, bonus play and free spins on popular games, (v) utilizing an interactive environment for player engagement leading to longer stays online and more play, (vi) maintaining 24/7/365 customer service to assure customer satisfaction and (vii) providing an array of responsible gaming tools and AI models to ensure a safe gaming experience.

You should review the “Forward-Looking Statements" and "Risk Factors" sections of this Annual 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.

We are an evolving and growth-oriented global online gaming operator focused on providing its customers with the most exciting, enjoyable and compelling online experience on the market.

Our experienced operational management team actively oversees engagement with its players and partners.

The Company’s Platform is based around a set of gaming products, which the Company refers to as “iCasino” and is offered to players in select markets throughout the world.

We currently offers more than 6,000 games from over 90 providers, representing largely the entire range of iCasino games which are most attractive to our player base including video slots, blackjack, roulette, baccarat, craps, and video poker.

A number of the Company’s games are available to play with a live dealer including blackjack, video poker, roulette, baccarat, craps, Game Shows and other popular live games.

High Roller Technologies, Inc.

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Prior to our transition to the HighRoller.com Platform we operated our online iCasino activities under the casinoroom.com domain name.

We operate an online gaming business offering casino games to customers in various jurisdictions worldwide under the HighRoller.com and fruta.com domain names principally utilizing our Curacao license, and under our Happy Hour Solutions Agreements accessing revenue generated under the Estonian license.

Unless further extended, the Happy Hour Solutions Agreements terminate on the earlier of our receipt of an Estonian license or December 31, 2025.

We operate an online gaming business offering casino games to customers in various jurisdictions worldwide under the HighRoller.com, Kassuuu.com and fruta.com domain names principally utilized our Curacao license, and are currently under our Estonian license.

Through our Platform we provide iCasino, or online casino, consisting of the full suite of games available in land-based casinos, such as blackjack, roulette, baccarat, poker, and slot machines.

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We currently are present and active in several markets around the world.

Our focus will primarily be to enter regulated markets in Europe, North and South America.

We intend to seek entry into one or more regulated North American markets utilizing proceeds from this offering but have not identified any target or budgeted any amount for such entries.

We currently expect that initial entry into any of these regulated North American markets to occur in approximately twelve months from the receipt of proceeds from this initial public offering.

Our focus will primarily be to enter regulated markets in Europe and North America.

We intend to seek entry into one or more regulated North American markets but have not identified any target or budgeted any amount for such entries.

We currently expect that initial entry into the regulated Ontario market to occur in approximately the first half of 2026.

No assurance can be given that these efforts will prove successful.

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We soft launched our second active brand, Fruta.com, in December 2023, allowing select players to test the website prior to going live in February 2024.

In September 2025 we launched our third brand, Kassuuu.com.

We are currently exploring opportunities for other future brand launches.

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During the first half of 2022, we rebranded our iCasino operations from CasinoRoom.com to HighRoller.com and concurrently commenced to reposition our legacy gaming operator “CasinoRoom.com” into an online casino ratings and reviews portal that would generate high-value leads and targeted search engine traffic (SEO) for HighRoller.com and customer leads for other casinos particularly in markets that we do not serve.

We believe that our new CasinoRoom.com affiliate model site may further enable us to support future brands which we may launch or acquire with targeted traffic.

On December 31, 2025 we divested Casinoroom.com.

See Note 18 for details.

Spike Up Media, an affiliate of our founders, is one of a handful of globally foremost providers of lead generation and we believe that our association with Spike Up Media provides high-quality, cost-effective lead generation converting into active customers which together with our favorable customer acquisition costs and customer retention will result in favorable gross operating margins.

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Quarterly Wagers (in thousands)

1 Includes revenues from CasinoRoom.com

We believe that ours is an attractive proposition which extends beyond a dynamic base product offering to one that has a broad selection of entertaining and exciting content having more than 6,000 slot and other iCasino games, with a number of our most popular games being available to play with a live dealer, such as blackjack, video poker, roulette, baccarat, and craps sourced from over 90 content providers.

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We currently accept wagers in multiple currencies.

We generated approximately $ 662 million in customer-paid real money bets during December 31, 2024 and $714 million in customer-paid real money bets during the year ended December 31, 2023 utilizing our HighRoller.com domain name.

We generated approximately $ 557.4 million in customer-paid real money bets during the year ended December 31, 2025 and $ 661.5 million in customer-paid real money bets during the year ended December 31, 2024 utilizing our HighRoller.com domain name.

During the year ended December 31, 2025 , the average revenue per user was $ 258 as compared to approximately $ 252 per user for the same period in 2024 .

The decrease in overall bets was due to the focus on more profitable markets, as the revenue per user increased year over year.

User deposits were approximately $ 87 million during the year ended December 31, 2025 as compared to deposits of almost $ 90 million during the same period in 2024 .

During the year ended December 31, 2024, we had approximately 72,000 active users as compared to approximately 51,400 active users for the same period in 2023, representing period over period growth of approximately 40 %.

Furthermore, during the year ended December 31, 2024, we had approximately 47, 971 first time depositors and approximately 60 ,060 unique depositors as compared to approximately 41,500 first time depositors and approximately 49,800 unique depositors for the same period in 2023, representing period over period growth of approximately 40 % and 41 %, respectively.

During the year ended December 31, 2025 , we had approximately 88,364 active users as compared to approximately 104,849 active users for the same period in 2024 , representing period over period decline of approximately 16%.

Furthermore, during the year ended December 31, 2025 , we had approximately 38,517 first time depositors and approximately 79,652 unique depositors as compared to approximately 58,300 first time depositors and approximately 96,663 unique depositors for the same period in 2024 , representing period over period decrease of approximately 34% and 18%, respectively.

Our net gaming revenue was $ 20.5 million and $ 23.2 million for the years ended December 31, 2025 and 2024 , respectively.

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We believe that the most efficient allocation of our resources does not currently allow us to build, design and deploy proprietary games and as a result we focus our resources on aggregating and curating iCasino games from over 90 dedicated game development studios.

This is not inclusive of discontinued operations.

See footnote 18 for more details.

Reverse Stock Split

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Interest expense, net

Other (expense) income

Gain on acquisition of intangible assets

Total other expenses

Loss before income taxes

Income tax expense

Other comprehensive (loss) income

Income tax expense (benefit)

Net Income (loss) from continuing operations

Net income from discontinued operations net of taxes

Net income (loss)

Other comprehensive income (loss)

Foreign currency translation adjustment

Comprehensive loss

Net loss per common share:

Net loss per common share – basic and diluted

Weighted average common shares outstanding – basic and diluted

Comprehensive income (loss)

Non-GAAP information

This Report includes Adjusted EBITDA and Adjusted Earnings (Loss) Per Share, which are non-GAAP financial measures that we use to supplement our results presented in accordance with U.S.

We believe Adjusted EBITDA and Adjusted Earnings (Loss) Per Share are 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 and Adjusted Earnings (Loss) Per Share are not intended to be a substitute for any U.S.

GAAP financial measure.

As calculated, they 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 income (loss) 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 other non-recurring and non-operating costs or income, as described in the reconciliation below.

We define and calculate Adjusted Earnings (Loss) Per Share as basic earnings (loss) per share attributable to common stockholders before the impact of amortization of acquired intangible assets;

stock-based compensation;

and other non-recurring and non-operating 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 and Adjusted Earnings (Loss) Per Share exclude certain expenses that are required in accordance with U.S.

GAAP because they are non-recurring items (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:

Year Ended December 31,

(in thousands)

Net income (loss)

Add back items:

Stock-based compensation expense (1)

Depreciation and amortization (2)

Issuance of warrants

Interest expense, net

Foreign exchange transaction loss

Adjusted EBITDA

Adjusted EBITDA margin

Adjusted (loss) per share

(1) Includes restricted shares, stock options, equity-settled restricted share units, cash-settled restricted share units and equity-settled performance-based restricted share units granted to employees and directors (including related employer payroll taxes).

(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, non-recurring compensation payments and gain on acquisition.

Revenue decreased by $ 2.8 million or 11.9 %, to $ 20.5 million during the year ended December 31, 2025 , as compared to $ 23.2 million during the year ended December 31, 2024 .

The decrease was primarily due t o the exit from Hungary, $1.2 million, due to a change in the regulatory environment in the second half of 2023, further impacted by decreases across New Zealand and Norway, partially offset by increases in Finland.

The amount of real money bets during the years ended December 31, 2024, and 2023 was appr oximately $638.4 million and $697.8 million, respectively.

Although total real money bets decreased by approximately 9% during the year ended December 31, 2024 , as compared to the year ended December 31, 2023, the decrease in revenue of approximately 6% during the same periods was the result of a lower return to players.

The decrease was primarily due to the exit from certain markets such as Norway, causing a decrease of $3.0 million, due to a change in the regulatory environment in those markets, offset by increases in Finland of $1.7 million.

The amount of real money bets during the years ended December 31, 2025 , and 2024 was approximately $557.4 million and $638.4 million, respectively.

Although total real money bets decreased by approximately 13% during the year ended December 31, 2025 , as compared to the year ended December 31, 2024 , the decrease in revenue of approximately 11.9 % still generated improved operating results as the new focused markets that generate more profitable revenue per user.

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

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Direct operating costs

Direct operating costs (related party) decreased by $1.7 million or 40%, to $2.6 million during the year ended December 31, 2024, as compared to $4.3 million for the year ended December 31, 2023, which is primarily related to a decrease in user acquisition related revenue share paid to a related party affiliated company.

Direct operating costs (other) increased by $937 thousand or 10%, to $10.3 million during the year ended December 31, 2024, as compared to $9.4 million for the year ended December 31, 2023, which is primarily related t o the use of nonrelated party affiliates across the comparative periods.

Of the total direct operating costs of $12.9 million and $13.6 million for the years ended December 31, 2024, and 2023, respective ly, $5.6 million and $6.3 million 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 $ 2.5 million or 69.6 %, to $ 1.1 million during the year ended December 31, 2025 , as compared to $ 3.6 million for the year ended December 31, 2024 , which is primarily related to a decrease in user acquisition where revenue share agreements existed and utilizing fewer related party affiliate marketing partners.

Direct operating costs (other) decreased by $ 2.1 million or 20.3 %, to $ 8.2 million during the year ended December 31, 2025 , as compared to $ 10.3 million for the year ended December 31, 2024 .

This is primarily related to the decrease in user acquisition where revenue share agreements, which are accounted for in direct operating costs, existed, $0.5 million, a decrease of $0.8 million in payment provider fees as we exited markets with higher fees than new focused markets and $0.4 million decrease of game provider fees as revenue decreased and fees are a percentage of GGR.

Of the total direct operating costs of $ 9.3 million and $ 13.9 million for the years ended December 31, 2025 , and 2024 , respectively, $3.5 million and $5.6 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

General and administrative (related party) decreased by $319 thousand, or 65% , to $174 thousand for the year ended December 31, 2024 , as compared to $493 thousand for the year ended December 31, 2023 .

The decrease was primarily driven by using internal resources with better rates and decreasing reliance on outside parties to provide administrative services.

General and administrative expenses (other) decreased by $848 thousand or 8% , to $9.2 million for the year ended December 31, 2024 , as compared to $10.0 million for the year ended December 31, 2023 .

The decrease was primarily driven by a decrease in unrealized exchange differences due to a more favorable exchange rate from Euro to USD.

Also included in general and administrative expenses (other) are foreign currency transaction losses, which decreased by $893 thousand to $1.1 million for the year ended December 31, 2024, as compared to $2.0 million for the year ended December 31, 2023.

General and administrative (related party) increased by $ 69 thousand , for the year ended December 31, 2025 , as compared to $0 the year ended December 31, 2024 as the company used internal resources for administrative work for the year ended December 31, 2025.

General and administrative expenses (other) increased by $ 768 thousand or 8.4 %, to $ 9.9 million for the year ended December 31, 2025 , as compared to $ 9.1 million for the year ended December 31, 2024 .

The increase was primarily driven by an increase of $0.4 million in insurance costs, $0.1 million related to investor relations and $0.3 million increase in consulting labor costs.

Also included in general and administrative expenses (other) are foreign currency transaction losses, which decreased by $0.6 million to $0.5 million for the year ended December 31, 2025 , as compared to $1.1 million for the year ended December 31, 2024 .

The decrease was primarily driven by a more favorable exchange rate from Euro to USD.

Advertising and promotion

Advertising and promotions (related party) expenses decreased by $693 thousand or 42%, to $956 thousand for the year ended December 31, 2024, as compared to $1.6 million for the year ended December 31, 2023.

The decrease was primarily driven by our decrease in reliance on an affiliated company for user acquisition.

Advertising and promotions expenses (other) increased by $3.4 million or 57%, to $9.4 million for the year ended December 31, 2024, as compared to $6.0 thousand for the year ended December 31, 2023.

The increase is primarily attributable to an increase in people related costs, including stock compensation expense;

and increases in customer retention and other marketing services.

Advertising and promotions (related party) expenses increased by $ 210 thousand or 22.0 %, to $ 1.2 million for the year ended December 31, 2025 , as compared to $ 956 thousand for the year ended December 31, 2024 .

The increase was primarily driven by our increase in SEO expense and part of the marketing efforts in the first quarter of 2025.

Advertising and promotions expenses (other) decreased by $ 1.8 million or 26.8 %, to $ 4.9 million for the year ended December 31, 2025 , as compared to $ 6.7 million for the year ended December 31, 2024 .

The decrease is primarily attributable to decreased affiliate commission cost per acquisition as cost cutting efforts and new marketing strategy implemented in the second half of 2025 that focuses on different marketing methods and new markets.

Product and software development

Product and software development (related party) expenses decreased by $34 thousand or 14%, to $208 thousand for the year ended December 31, 2024, as compared to $242 thousand for year ended December 31, 2023.

Product and software development (other) expenses increased by $476 thousand or 139%, to $818 thousand for the year ended December 31, 2024, as compared to $342 thousand for the year ended December 31, 2023.

Product and software development (related party) expenses decreased to $0 for the year ended December 31, 2025 , as compared to $ 208 thousand for year ended December 31, 2024 .

The decrease is primarily due to utilizing a 3 rd party for custom developments as compared to using a related party for 2024.

Product and software development (other) expenses increased by $ 519 thousand or 63.4 %, to $ 1.3 million for the year ended December 31, 2025 , as compared to $ 818 thousand for the year ended December 31, 2024 .

The increase is primarily driven by an increase in product development activity utilizing development resources from third parties as well as internal development resources.

Loss from operations

Loss from operations was $5.8 million for the year ended December 31, 2024, as compared to $2.7 million for the year ended December 31, 2023, primarily due to the decreases in revenue due primarily to the exit of a market in the second half of 2023 and the increases in operating expenses.

Loss from operations was $ 6.2 million for the year ended December 31, 2025 , as compared to $ 8.5 million for the year ended December 31, 2024 , primarily due to the cost cutting and focusing on more profitable markets in 2025.

Interest expense, net

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Income tax expense

Income tax expense was $7 thousand and $13 thousand for the years ended December 31, 2024 and 2023, respectively.

Net loss was $5.9 million for the year ended December 31, 2024, as compared to net loss of $2.8 million for the year ended December 31, 2023.

Income tax expense (benefit) was $( 2.9) million and $ 7 thousand for the years ended December 31, 2025 and 2024 , respectively.

The benefit is due to the release of the valuation of allowance in 2025.

Net income (loss) from continuing operations

Net income from continuing operations was $ 690 thousand for the year ended December 31, 2025 , as compared to net loss from continuing operations of $ 8.6 million for the year ended December 31, 2024 .

The improvement is primarily driven by cost cutting efforts, the gain on the acquisition of intangible assets and the release of a valuation allowance in 2025.

Other Trends Impacting Our Business

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We had $ 2.1 million and $ 6.9 million in cash and cash equivalents as of December 31, 2025 and 2024 , respectively (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).

As of the year ended December 31, 2024 we had net loss of $5.9 million, had net cash used in operations of $3.9 million, had an accumulated deficit of $27.1 million, and had negative working capital of $1.4 million.

As of the year ended December 31, 2023, we had net loss of $2.8 million, had net cash provided by operations of $ 762 thousand, an accumulated deficit of $21.2 million, and negative working capital of $4.6 million.

On June 6, 2024, the Company entered into interest free short-term unsecured loans with existing shareholders for $500 thousand.

The loans were due and payable on or before December 31, 2024.

If not paid on or before maturity the notes will accrue interest at a rate of 10% per year from the date of funds receipt.

On October 28, 2024 $35 thousand of the loan was repaid, on December 20, 2024 $375 thousand of the loan was converted to common stock and the remaining balance of the loan was paid back on January 3, 2025.

In June 2023 we entered into a debt conversion agreement with Ellmount Interactive A.B.

and Spike Up Media A.B.

pursuant to which we issued 631,809 shares of common stock, valued at $7.91 per share, to Spike Up in exchange for $5.0 million that we owed to Spike Up through June 30, 2023 for services provided to our subsidiary, HR Entertainment Ltd.

Following this stock issuance, we owed Spike Up a balance of approximately $421 thousand, for such services, which was paid.

As of the year ended December 31, 2025 we had net income from continuing operations of $ 690 thousand , had net cash used in operations of $ 3.2 million , had an accumulated deficit of $ 24.3 million , and had negative working capital of $1.3 million.

The accompanying Consolidated Financial Statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

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The Company's history of operating losses and negative operating cash flows initially raised substantial doubt regarding its ability to continue as a going concern.

However, based on management's current operating plan, the Company believes its cash on hand and the projected cash generated from operations are sufficient to fund the Company's operations for a period of a least 12 months subsequent to the issuance of the accompanying Consolidated Financial Statements and alleviates the conditions that initially raised substantial doubt regarding the Company's ability to continue as a going concern.

However, based on management's current operating plan, the Company believes its cash on hand from a private placement offering and direct offering generating gross proceeds of approximately $26 million, and the projected cash generated from operations, are sufficient to fund the Company's operations for a period of a least 12 months subsequent to the issuance of the accompanying Consolidated Financial Statements and alleviates the conditions that initially raised substantial doubt regarding the Company's ability to continue as a going concern.

At December 31, 2025 and December 31, 2024 , we did not have any transactions, obligations or relationships that could be considered off-balance sheet arrangements.

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(in thousands)

Net cash (used in) provided by operating activities

Net cash (used in) provided by investing activities

Net cash used in operating activities

Net cash used in investing activities

Net cash (used in) provided by financing activities

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Net change in cash and cash equivalents, and restricted cash

Net cash used in operations during the year ended December 31, 2024, was $3.9 million as compared to net cash provided by operations of $762 thousand during the year ended December 31, 2023.

The change during the year ended December 31, 2024, as compared to the year ended December 31, 2023, is primarily due to a net increase in the various operating asset and liability accounts, particularly the net increase in due from/due to affiliates, as well as an increase in share-based compensation expense.

Net cash used in operations during the year ended December 31, 2025 , was $ 3.2 million as compared to net cash used in operations of $ 3.9 million during the year ended December 31, 2024 .

The change during the year ended December 31, 2025 , as compared to the year ended December 31, 2024 , is primarily due to a net increase in the various operating asset and liability accounts, particularly the net increase in due to affiliates, as well as an increase in share-based compensation expense.

This is due to the settlement of domain name purchase and payment of player acquisition expenses to a related party.

Net cash used in investing activities during the year ended December 31, 2024, was $471 thousand as compared to net cash used by investing activities of $629 thousand during the year ended December 31, 2023.

The change is due to a decrease in capitalized internal-use software costs and a decrease in the purchase of property and equipment during the period.

Net cash provided by financing activities for the year ended December 31, 2024, was $7.7 million as compared to net cash used in financing activities of $336 thousand for the year ended December 31, 2023.

The change is primarily driven by the increase in proceeds from closing of the IPO during the year ended December 31, 2024 compared to the year ended December 31, 2023.

Restricted cash (current) was $1.1 million and $2.0 million at December 31, 2024 and December 31, 2023, respectively.

This is due to a decrease in reserves required by payment service providers.

Net cash used in investing activities during the year ended December 31, 2025 , was $ 1.6 million as compared to net cash used in investing activities of $ 471 thousand during the year ended December 31, 2024 .

The change is due to capitalized internal-use software costs partially offset by a decrease in purchases of property and equipment during the period.

Net cash provided by financing activities for the year ended December 31, 2025 , was $ 90 thousand as compared to net cash provided by financing activities of $ 7.7 million for the year ended December 31, 2024 .

The most significant variance is due to IPO proceeds received during the period ended December 31, 2024, along with capitalization of gaming license costs in 2025.

Restricted cash (current) was $ 589 thousand and $ 1.1 million at December 31, 2025 and December 31, 2024 , respectively.

This is due to a less rolling serves required by payment service providers as we exited Norway market and funds caught up by payment service providers which as classified as restricted cash.

Contractual Obligations and Commitments

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Critical Accounting Estimates

The preparation of the audited consolidated financial statements in conformity with U.S.

The preparation of the consolidated financial statements in conformity with U.S.

GAAP requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenue and expenses.

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Fair values of indefinite-lived intangible assets are determined based on discounted cash flows.

The Company conducted an impairment analysis with respect to the casino room trademarks and HighRoller domain names at December 31, 2024 which concluded that the fair value, determined using a discounted cash flow analysis, substantially exceed their carrying value, and thus they were not impaired.

The Company conducted an impairment analysis with respect to the HighRoller domain name at December 31, 2025 which concluded that the fair value, determined using a discounted cash flow analysis, substantially exceed their carrying value, and thus they were not impaired.

Projected cash flows included an estimated commission fee for referring a player who opens an account with a deposit to an online gaming site, as well as future revenue sharing agreements for those customers based upon net gaming revenue over an estimated gaming period ranging from approximately 5 months to 12 months.

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Any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense.

Recently Adopted Accounting Pronouncements

Recently issued and adopted accounting pronouncements are described in Note 2 to our audited consolidated financial statements included elsewhere in this Annual Report.

ASC 2023-07, Segment Reporting is effective for the consolidated financial statements for the reporting period and all interim periods thereafter and the Company adopted ASU 2023-07, Segment Reporting on January 1, 2024.

On a monthly basis, the CODM is provide consolidated balance sheets and consolidated statements of operations and consolidated statements of operations and comprehensive loss and reviews financial information on a company wide basis.

The CODM does not currently review the company's operations as more than one segment regarding profit or loss as a tool to allocate resources.

See Note 17 for segment reporting disclosure.

Emerging Growth Company Accounting Election

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity