SecProbe.io

CORRESP
1
filename1.htm

High
Roller Technologies, Inc.

400
South 4th Street, Suite 500-#390

Las
Vegas, Nevada 89101

(702)
509-524

By
Electronic Mail Only

March
22, 2024

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

Washington,
D.C. 20549

Attention: Jenna Hough

Re:
High Roller Technologies, Inc.

Amendment No.2 to Registration Statement on Form S-1

Submitted February 2, 2024

File No. 333-276176

Dear
Ms. Hough:

High
Roller Technologies, Inc. (the “Company,” “we,” “us” or “our”)
hereby submits this letter in response to comments from staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”), contained in its letter dated February 21, 2024 (the “Comment Letter”), relating
to Amendment No. 2 to Registration Statement on Form S-1, File No. 333-276176, filed with the Commission on February 2, 2024. We are
concurrently submitting via EDGAR Amendment No. 3 to the Registration Statement (“Amendment No. 3”).

For
your convenience, the paragraph below includes the caption used in the Comment Letter. Immediately following the comment is our response
to that comment, including a page reference to the location of changes made in Amendment No. 3 in response to the Staff’s
comment. Defined terms used but not otherwise defined herein have the meanings ascribed to those terms in Amendment No. 3.

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.

RESPONSE:

Amendment
No. 3 includes the audited consolidated financial statements of the Company for the year ended December 31, 2023. Accordingly, the calculation
of net tangible book value on page 42 of Amendment No. 3 has been updated based on the audited consolidated balance sheet at December
31, 2023. We confirm that net tangible book value has been calculated to exclude deferred offering costs and all intangible assets. As
requested, a detailed calculation of net tangible book value is presented in the attachment to this response letter. Each number shown
in the attachment cross-references to a specific amount in the consolidated financial statements, the footnotes, or elsewhere in Amendment
No. 3.

United States Securities and Exchange Commission

Division of Corporation Finance

March 22, 2024

Page 2 of 3

We
thank the Staff in advance for its review of the foregoing and of Amendment No. 3. If you have further comments, we ask that you forward
them by electronic mail to our counsel, Aaron A. Grunfeld Esq., at agrunfeld@grunfeldlaw.com or by telephone at (310) 788-7577.

Very
truly yours,

/s/
Ben Clemes

Chief Executive Officer

United States Securities and Exchange Commission

Division of Corporation Finance

March 22, 2024

Page 3 of 3

Attachment
to response to comment letter from Commission dated February 21, 2024

    As of December 31, 2023:

    Total assets

    $ 11,785,307

    Total
    liabilities

      9,480,819

    Net stockholders’ equity
    (deficit)

      2,304,488

    Calculation of net tangible
    book value per share before IPO:

    Add -

    Accrued IPO costs

      208,222

    Less -

    Deferred IPO costs

      (579,425 )

    Intangible
    assets, net

      (5,117,116 )

    Adjusted
    net stockholders’ equity (deficit)

    $ (3,183,831 )

    Shares of common stock issued
    and outstanding at December 31, 2023

      6,967,278

    Sale
    of shares of common stock in proposed IPO

      1,500,000

    Shares
    of common stock issued and outstanding at December 31, 2023 (pro forma)

      8,467,278

    Deficit
    in net tangible book value per share before IPO

    $ (0.46 )

    Proposed IPO:

    Initial public offering price per share

    $ 9.00

    Sale
    of shares of common stock in IPO

    x 1,500,000

    Gross proceeds

    $  13,500,000

    Less:

    Underwriters’ fees (7%)

      (945,000 )

    Underwriters’ non-accountable
    expense allowance (1.0%)

      (135,000 )

    Other
    estimated IPO costs

      (925,000 )

    Estimated
    net proceeds from proposed IPO

    $ 11,495,000

    Calculation of net tangible
    book value per share after IPO:

    Adjusted net stockholders’
    equity (deficit) before IPO

    $ (3,183,831 )

    Estimated
    net proceeds from proposed IPO

      11,495,000

    Adjusted
    net stockholders’ equity (deficit) after IPO

    $ 8,311,169

    Shares
    of common stock issued and outstanding after proposed IPO (excluding overallotment)

      8,467,278

    Net
    tangible book value per share after IPO

    $ 0.98

    Change in net tangible book
    value per share:

    Deficit in net tangible book
    value per share before IPO

    $ (0.46 )

    Net tangible
    book value per share after IPO

      0.98

    Increase
    in net tangible book value per share to existing stockholders attributable to the IPO

    $ 1.44

    Dilution in net tangible book
    value per share to new investors:

    Initial public offering price per share

    $ 9.00

    Net tangible
    book value per share after IPO

      0.98

    Dilution
    in net tangible value per share to new investors

    $ 8.02