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January 31, 2024
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. 1 to Registration Statement on Form S-1
Filed January 18, 2024
File No. 333-276176
Dear Michael Cribari:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our January 5, 2024 letter.
Form S-1 Amendment No. 1 filed January 18, 2024
Risk Factors
Our amended and restated certificate..., page 37
1.The description of your exclusive forum provision does not appear to match the exclusive
forum provision contained in your amended and restated certificate of incorporation. For
example, your disclosure indicates that the exclusive forum provision is limited to state
law claims, which is not specified in your certificate of incorporation. In addition, the
actions covered by the exclusive forum provision in the disclosure are not consistent with
those in your certificate of incorporation. Further, your certificate of incorporation
designates an alternative court if the Court of Chancery does not have jurisdiction
and indicates that the federal district courts are, to the fullest extent permitted by law, the
sole and exclusive forum for claims under the Securities Act of 1933, but this is not
explained in your disclosure. Please advise and revise accordingly.

 FirstName LastNameMichael Cribari
 Comapany NameHigh Roller Technologies, Inc.
 January 31, 2024 Page 2
 FirstName LastName
Michael Cribari
High Roller Technologies, Inc.
January 31, 2024
Page 2
Use of Proceeds, page 39
2.Please explain how you determined net proceeds would be $11,619,998.
Dilution, page 41
3.It appears the net tangible book value as of September 30, 2023 equals total stockholders'
equity at September 30, 2023. Please tell us your consideration of excluding any
intangible assets that cannot be sold separately from all other assets of the business and
excluding any other intangible asset for which recovery of book value is subject to
significant uncertainty or illiquidity.
            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 Jenna Hough at 202-551-3063 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.