UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 31, 2026

(Exact Name of Registrant as Specified in Charter)

(Commission File Number)

400 South 4th Street, Suite 500-#390
Las Vegas, Nevada 89101

(Address of principal executive offices, with zip code)

(702) 509-5244

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events

On March 31, 2026, High Roller Technologies, Inc. (the “Company”) received a letter from NYSE American LLC (“NYSE American”) notifying the Company that it has regained compliance with the continued listing standards set forth in Part 10 of the NYSE American Company Guide (the “Company Guide”). As previously disclosed, on August 19, 2025, NYSE American accepted the Company’s plan to regain compliance with Section 1003(a)(ii) of the Company Guide, which required the Company to have stockholders’ equity of at least $4.0 million. The Company has now met this stockholders’ equity requirement and is otherwise in compliance with the continuing listing rules of the NYSE American.

On April 2, 2026, the Company issued a press release announcing that it has regained compliance with the continued listing standards of the NYSE American. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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.