Correspondence 0001753926-24-000727 from High Roller Technologies, Inc. (ROLR)
High Roller Technologies, Inc.
Date: April 12, 2024 · CIK: 0001947210 · Accession: 0001753926-24-000727
AI Filing Summary & Sentiment
File numbers found in text: 333-276176
Referenced dates: April 8, 2024
Letter
Division of Corporation Finance Office of Trade & Services Attention: Jenna Hough Re: High Roller Technologies, Inc. Amendment No. 3 to Registration Statement on Form S-1 Submitted March 22, 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 April 8, 2024 (the “Comment Letter”), relating to Amendment No. 3 to Registration Statement on Form S-1, File No. 333-276176, filed with the Commission on March 22, 2024. We are concurrently filing EDGAR Amendment No. 4 to the Registration Statement (“Amendment No. 4”) via EDGAR.
For your convenience, the paragraph below includes the caption used in the Comment Letter. Our response follows that comment. Defined terms used but not otherwise defined herein have the meanings ascribed to those terms in Amendment No. 4.
Amendment No. 3 to Form S-1 filed March 22, 2024
Business
Licenses, page 55
1. We note your disclosure that your Curacao gaming sublicense has been extended to March 30, 2024, at which point you applied for a gaming license directly with the Curacao Gaming Control Board. As of the date of this letter, your gaming sublicense has expired. Please revise to disclose whether you obtained and currently hold a license directly from the Curacao Gaming Board, and if not, please affirmatively state so and state the risks to investors while you await approval of your license.
RESPONSE: We have applied for a Curacao gaming license via our wholly owned subsidiary, Interstellar Entertainment NV, a company organized under the laws of Curacao (“Interstellar”). On March 20, 2024 we were granted an extension of the Curacao gaming sublicense to July 30, 2024. We have disclosed the extension of the Curacao gaming sublicense principally on pages 22 and 56 of Amendment No. 4 and attached a copy of the sublicense extension as Exhibit 10.31. Further, in response to Staff’s comment we have added a risk factor regarding our ability to obtain a Curacao license or extend or replace our Curacao sublicense. Please see page 22 of Amendment No. 4.
Division of Corporation Finance
United States Securities and Exchange Commission
April 12, 2024
Page 2 of 2
We thank the Staff in advance for its review of the foregoing and of Amendment No. 4. 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
Show Raw Text
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
April
12, 2024
U.S.
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. 3 to Registration Statement on Form S-1
Submitted March 22, 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 April 8, 2024 (the “Comment Letter”),
relating to Amendment No. 3 to Registration Statement on Form S-1, File No. 333-276176, filed with the Commission on March 22,
2024. We are concurrently filing EDGAR Amendment No. 4 to the Registration Statement (“Amendment No. 4”) via
EDGAR.
For
your convenience, the paragraph below includes the caption used in the Comment Letter. Our response follows that comment. Defined
terms used but not otherwise defined herein have the meanings ascribed to those terms in Amendment No. 4.
Amendment
No. 3 to Form S-1 filed March 22, 2024
Business
Licenses,
page 55
1. We
note your disclosure that your Curacao gaming sublicense has been extended to March 30,
2024, at which point you applied for a gaming license directly with the Curacao Gaming
Control Board. As of the date of this letter, your gaming sublicense has expired. Please
revise to disclose whether you obtained and currently hold a license directly from the
Curacao Gaming Board, and if not, please affirmatively state so and state the risks to
investors while you await approval of your license.
RESPONSE: We have applied for a Curacao gaming license
via our wholly owned subsidiary, Interstellar Entertainment NV, a company organized under the laws of Curacao (“Interstellar”).
On March 20, 2024 we were granted an extension of the Curacao gaming sublicense to July 30, 2024. We have disclosed the extension of the
Curacao gaming sublicense principally on pages 22 and 56 of Amendment No. 4 and attached a copy of the sublicense extension as Exhibit
10.31. Further, in response to Staff’s comment we have added a risk factor regarding our ability to obtain a Curacao license or
extend or replace our Curacao sublicense. Please see page 22 of Amendment No. 4.
Division
of Corporation Finance
United
States Securities and Exchange Commission
April
12, 2024
Page
2 of 2
We
thank the Staff in advance for its review of the foregoing and of Amendment No. 4. 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