SEC Comment Letter 0000000000-24-001982 to High Roller Technologies, Inc. (ROLR)
High Roller Technologies, Inc.
Date: Feb. 21, 2024 · CIK: 0001947210 · Accession: 0000000000-24-001982
AI Filing Summary & Sentiment
File numbers found in text: 333-276176
Letter
United States securities and exchange commission logo February 21, 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. 2 to Registration Statement on Form S-1 Filed February 2, 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 31, 2024 letter. Amendment No. 2 to Registration Statement on Form S-1 Dilution, page 41 1.We have reviewed your response to prior comment 3 noting you updated the calculation of net tangible book value to properly exclude intangible assets previously included in the calculation resulting in a revised value of ($2,045,421). This amount appears to be inconsistent with your previous net tangible book value of $3,797,994 less your intangible assets of $4,868,836 and deferred offering costs of $354,502 as disclosed in your condensed consolidated balance sheet on page F-2. Please clarify or revise. In addition, please provide us with your detailed calculation of net tangible book value at September 30, 2023.
FirstName LastNameMichael Cribari Comapany NameHigh Roller Technologies, Inc. February 21, 2024 Page 2 FirstName LastName Michael Cribari High Roller Technologies, Inc. February 21, 2024 Page 2 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.
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United States securities and exchange commission logo
February 21, 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. 2 to Registration Statement on Form S-1
Filed February 2, 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 31, 2024 letter.
Amendment No. 2 to Registration Statement on Form S-1
Dilution, page 41
1.We have reviewed your response to prior comment 3 noting you updated the calculation
of net tangible book value to properly exclude intangible assets previously included in the
calculation resulting in a revised value of ($2,045,421). This amount appears to be
inconsistent with your previous net tangible book value of $3,797,994 less your intangible
assets of $4,868,836 and deferred offering costs of $354,502 as disclosed in your
condensed consolidated balance sheet on page F-2. Please clarify or revise. In addition,
please provide us with your detailed calculation of net tangible book value at September
30, 2023.
FirstName LastNameMichael Cribari
Comapany NameHigh Roller Technologies, Inc.
February 21, 2024 Page 2
FirstName LastName
Michael Cribari
High Roller Technologies, Inc.
February 21, 2024
Page 2
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.