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November 28, 2023
Michael Cribari
Chief Executive Officer
High Roller Technologies, Inc.
400 South 4th Street, Suite 500-#390
Las Vegas, Nevada 89101
Re:High Roller Technologies, Inc.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted November 1, 2023
CIK No. 0001947210
Dear Michael Cribari:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No. 2 to Draft Registration Statement on Form S-1
Corporate Information, page 5
1.Please update the group ownership structure so that it presents the structure as of the most
recent practicable date.  We note that it currently presents the structure as of December 31,
2022.  To the extent possible, please also revise to show the overlap in the two diagrams
(for example, the presence of Cascadia Holdings in both structures).  As currently
presented it suggests that there is no overlap in ownership between the two diagrams.
We have been dependent on Happy Hour Entertainment..., page 17
2.You disclose that you have services agreements with Happy Hour Entertainment and
Spike Up Media, however elsewhere you disclose that you do not have a written
agreement with Spike Up Media.  Please reconcile and revise as appropriate.  Please also
tell us the consideration you gave to filing the agreement by which Spike Up Media

 FirstName LastNameMichael Cribari
 Comapany NameHigh Roller Technologies, Inc.
 November 28, 2023 Page 2
 FirstName LastName
Michael Cribari
High Roller Technologies, Inc.
November 28, 2023
Page 2
agreed to sell you the HighRoller.com domain.  We note that under this agreement you are
obligated each quarter to pay Spike Up Media two percent of net revenue from
HighRoller.com operations.
Risk Factor
Risks Related to Intellectual Property and Data Security
We rely on information technology and other systems and platforms..., page 23
3.We note your disclosure about cyber-attacks and that “future disruptions from
unauthorized access to, fraudulent manipulation of, or tampering with [y]our computer
systems and technological infrastructure, or those of third parties, could result in a wide
range of negative outcomes, each of which could materially adversely affect [y]our
business, financial condition, results of operations and prospects.” Please revise to
disclose the nature of the board’s role in overseeing the company’s cybersecurity risk
management, the manner in which the board administers this oversight function and any
effect this has on the board’s leadership structure.
We will rely on licenses and service agreements..., page 28
4.For any material license agreements, please disclose in an appropriate place in your
prospectus the material terms of the agreement(s), including the duration, exclusivity,
termination provisions and minimum guaranteed royalty payments.
Business
Licenses, page 52
5.We note your response to prior comment 3 and reissue in part. You continue to state
throughout the document, including on page 1 and 51 that you currently maintain gaming
licenses from Malta. Please revise to clarify whether the Malta license has expired and
state, as you do in your response letter that the Company decided to not renew its Malta
gaming license and that such withdrawal has no material impact on Company’s financial
results because the Company has not been utilizing Maltese license for its operations prior
to decision to withdraw its renewal application.
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Segment Information, page F-16
6.We note your disclosure of revenue by geographic region in footnote 3. Please tell us how
you complied with the disclosure requirements of ASC 280-10-50-41 and 280-10-55-24
related to separately disclosing revenue by country.

 FirstName LastNameMichael Cribari
 Comapany NameHigh Roller Technologies, Inc.
 November 28, 2023 Page 3
 FirstName LastName
Michael Cribari
High Roller Technologies, Inc.
November 28, 2023
Page 3
General
7.Please revise to clarify and reconcile whether you have launched or expect to launch your
second brand, Fruta.com. In this regard, we note disclosures about the launch on page 2,
39, 58, and 59 are inconsistent. In light of recent or soon to be launch of Fruta.com, please
also revise your disclosures under Management’s Discussion and Analysis section, where
appropriate, to address the impact of the launch or other commitments or uncertainties this
launch or any future planned launch has had on your financial condition, operations,
liquidity, or capital position.
            Please contact Scott Stringer at 202-551-3272 or Angela Lumley at 202-551-3398 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jennie Beysolow at 202-551-8108 or Erin Jaskot at 202-551-3442 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Aaron A. Grunfeld, Esq.