SecProbe.io

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High Roller Technologies, Inc.

400 South 4th Street, Suite 500-#390

Las Vegas, Nevada 89101

(702) 509-5244

March 18, 2026

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

 Re:  High Roller Technologies, Inc.

  Registration Statement on Form S-3

  Filed February 13, 2026

  File No. 333-293438

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, High Roller Technologies, Inc. hereby respectfully requests acceleration of the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of 4:30 PM Eastern Time, on Friday, March 20, 2026, or as soon as practicable thereafter.

 Very truly yours,

 High Roller Technologies, Inc.

 By: /s/ Adam Felman

 Adam Felman

 Chief Financial Officer

February 18, 2026
Seth Young
Chief Executive Officer
High Roller Technologies, Inc.
400 South 4th Street, Suite 500-#390
Las Vegas, NV 89101
Re:High Roller Technologies, Inc.
Registration Statement on Form S-3
Filed February 13, 2026
File No. 333-293438
Dear Seth Young:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eddie Kim at 202-551-8713 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Marcelle Balcombe

CORRESP
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High Roller Technologies, Inc.

400 South 4th Street, Suite 500-#390

Las Vegas, Nevada 89101

(702) 509-5244

November 26, 2025

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

 Re:         High Roller Technologies, Inc.

  Registration Statement on Form S-3

  Filed November 12, 2025

  File No. 333-291464

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, High Roller Technologies, Inc. hereby respectfully requests acceleration of the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of 4:00 PM Eastern Time, on Tuesday, December 2, 2025, or as soon as practicable thereafter.

 Very truly yours,

 High Roller Technologies, Inc.

 By: /s/ Adam Felman

 Adam Felman

 Chief Financial Officer

CORRESP
1
filename1.htm

October
21, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 RE: High
                                            Roller Technologies, Inc. (“Company”)

                                            Registration Statement on Form S-1

                                            (File No. 333-276176) (the “Registration Statement”)

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on October 15, 2024, in which we, ThinkEquity LLC, as representative of the
underwriters of the offering, joined the Company’s request for acceleration of the effective date of the above-referenced Registration
Statement. The Company is now requesting that such Registration Statement be declared effective on Tuesday, October 22, 2024, at 5:00
p.m., ET, or as soon thereafter as practicable, and we hereby formally withdraw our previous request for acceleration and join in the
Company’s revised request for acceleration of the effective date.

  Very
truly yours,

  THINKEQUITY
LLC

  By:
  /s/ Kevin Mangan

  Name:
Kevin Mangan

  Title:
Managing Director, Head of Equity Syndicate

CORRESP
1
filename1.htm

October
21, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 RE: High
                                            Roller Technologies, Inc. (“Company”)

                                            Registration Statement on Form S-1

                                            (File No. 333-276176) (the “Registration Statement”)

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on October 15, 2024, in which the Company submitted a request for acceleration
of the effective date of the above-referenced Registration Statement. The Company is now requesting that such Registration Statement
be declared effective on Tuesdayy, October 22, 2024, at 5:00 p.m., ET, or as soon thereafter as practicable, and we hereby formally withdraw
our previous request for acceleration.

  Very truly yours,

  High Roller Technologies, Inc.

  By:
  /s/ Ben Clemes

  Name: Ben Clemes

  Title: Chief Executive Officer

CORRESP
1
filename1.htm

October
15, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 RE: High
                                            Roller Technologies, Inc. (“Company”)

                                            Registration Statement on Form S-1

                                            (File No. 333-276176) (the “Registration Statement”)

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on October 10, 2024, in which we, ThinkEquity LLC, as representative of the
underwriters of the offering, joined the Company’s request for acceleration of the effective date of the above-referenced Registration
Statement. The Company is now requesting that such Registration Statement be declared effective on Monday, October 21, 2024, at 5:00
p.m., ET, or as soon thereafter as practicable, and we hereby formally withdraw our previous request for acceleration and join in the
Company’s revised request for acceleration of the effective date.

  Very
truly yours,

  THINKEQUITY
LLC

  By:
  /s/ Kevin Mangan

  Name:
Kevin Mangan

  Title:
Managing Director, Head of Equity Syndicate

CORRESP
1
filename1.htm

October
15, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 RE: High
                                            Roller Technologies, Inc. (“Company”)

                                            Registration Statement on Form S-1

                                            (File No. 333-276176) (the “Registration Statement”)

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on October 10, 2024, in which the Company submitted a request for acceleration
of the effective date of the above-referenced Registration Statement. The Company is now requesting that such Registration Statement
be declared effective on Monday, October 21, 2024, at 5:00 p.m., ET, or as soon thereafter as practicable, and we hereby formally withdraw
our previous request for acceleration.

  Very
truly yours,

  High
Roller Technologies, Inc.

  By:
  /s/ Ben Clemes

  Name:
Ben Clemes

  Title:
Chief Executive Officer

CORRESP
1
filename1.htm

October
10, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 RE: High
                                            Roller Technologies, Inc. (“Company”)

                                            Registration Statement on Form S-1

                                            (File No. 333-276176) (the “Registration Statement”)

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on October 8, 2024, in which we, ThinkEquity LLC, as representative of the underwriters
of the offering, joined the Company’s request for acceleration of the effective date of the above-referenced Registration Statement.
The Company is now requesting that such Registration Statement be declared effective on Tuesday, October 15, 2024, at 5:00 p.m., ET,
or as soon thereafter as practicable, and we hereby formally withdraw our previous request for acceleration and join in the Company’s
revised request for acceleration of the effective date.

  Very
truly yours,

  THINKEQUITY
LLC

  By:
  /s/ Kevin Mangan

  Name:
Kevin Mangan

  Title:
Managing Director, Head of Equity Syndicate

CORRESP
1
filename1.htm

October
10, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 RE: High
                                            Roller Technologies, Inc. (“Company”)

                                            Registration Statement on Form S-1

                                            (File No. 333-276176) (the “Registration Statement”)

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on October 8, 2024, in which the Company joined the request of ThinkEquity LLC,
as representative of the underwriters of the offering, for acceleration of the effective date of the above-referenced Registration Statement.
The Company is now requesting that such Registration Statement be declared effective on Tuesday, October 15, 2024, at 5:00 p.m., ET,
or as soon thereafter as practicable, and we hereby formally withdraw our previous request for acceleration and join in the Think Equity’s
revised request for acceleration of the effective date.

  Very
truly yours,

  High
Roller Technologies, Inc.

  By:
  /s/ Ben Clemes

  Name:
Ben Clemes

  Title:
Chief Executive Officer

CORRESP
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HIGH
ROLLER TECHNOLOGIES, INC.

400 SOUTH 4TH STREET, SUITE 500-#390

LAS VEGAS, NEVADA 89101

October
8, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:
Jenna Hough

    Re:
    High
    Roller Technologies, Inc.

    Registration Statement on Form S-1

    File No: 333-276176

    Request for Acceleration

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, High
Roller Technologies, Inc. (the “Registrant”) hereby requests that the United States Securities and Exchange Commission
(the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1, as amended,
File No. 333-276176 (the “Registration Statement”), to become effective on October 10, 2024, at 5:00 p.m., Eastern
Time, or as soon thereafter as is practicable  or at such later time as the Registrant may orally request via telephone call to
the staff of the Commission. The Registrant hereby authorizes its counsel, Aaron A. Grunfeld, Esq.
of Law Offices of Aaron A. Grunfeld & Associates, to orally modify or withdraw this request for acceleration.

 Please
contact Mr. Grunfeld at (310) 890-0790 with any questions you may have concerning this request, and please orally confirm to Mr. Grunfeld
when this request for acceleration has been granted.

    Very truly yours,

    HIGH ROLLER TECHNOLOGIES, INC.

    By:
    /s/
    Ben Clemes

    Name:
    Ben Clemes

    Title:
    Chief Executive Officer

    cc:
    Aaron A. Grunfeld, Esq.

CORRESP
1
filename1.htm

October
8, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 RE: High
                                            Roller Technologies, Inc. (“Company”)

                                            Registration Statement on Form S-1

                                            (File No. 333-276176) (the “Registration Statement”)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”),
ThinkEquity LLC, as representative of the underwriters of the offering, hereby joins the request of the Company that the effective date
of the above-captioned Registration Statement be accelerated so as to permit it to become effective on Thursday, October 10, 2024, at
5:00 p.m., ET, or as soon thereafter as practicable.

Pursuant
to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we, acting on behalf
of the several underwriters, wish to advise you that, through October 8, 2024, we distributed to each underwriter or dealer, who is reasonably
anticipated to be invited to participate in the distribution of the security, as many copies, as well as “E-red” copies of
the Preliminary Prospectus dated October 7, 2024, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
We have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

  Very truly yours,

  THINKEQUITY LLC

  By:
  /s/ Kevin Mangan

  Name: Kevin Mangan

  Title: Managing Director, Head of Equity Syndicate

CORRESP
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High Roller Technologies, Inc.

400 South 4th Street, Suite 500-#390

Las Vegas, Nevada 89101

(702) 509-524

By Electronic Mail Only

October 7, 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. 8 to Registration Statement on Form S-1

Submitted October 7, 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 October 4, 2024 (the “Comment Letter”), relating
to Amendment No. 7 to Registration Statement on Form S-1, File No. 333-276176, filed with the Commission on September 19, 2024.
We are concurrently submitting via EDGAR Amendment No. 8 to the Registration Statement (“Amendment No. 8”).

For your
convenience, the paragraphs below include the captions used in the Comment Letter. Our response immediately follows the
Commission’s comment, including a page reference to the location of any changes made in Amendment No. 8 in
response to the Staff’s comments. Defined terms used but not otherwise defined herein have the meanings ascribed to
those terms in Amendment No. 8.

Amendment No. 7 to Registration Statement on Form S-1

Management’s Discussion and Analysis of Financial Condition
and Results of Operations

Results of Operations, page 46

    1.

        You indicate that revenue decreased
        by 17% for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023 due primarily to your exit of a
        market due to a change in the regulatory environment. Please revise to name the market you exited. We further note that revenue
        for this period decreased in every country or region listed, with the exception of Finland. Please revise your disclosure to indicate
        the reason for the decrease in these regions and whether you believe this decrease is a trend you

        expect to continue in future financial
        periods. Add related risk factor disclosure, as appropriate.

RESPONSE: We have revised our disclosures on page 47 to indicate that we have exited Hungary and further
provided reasons for changes to our revenue in several countries. The
Company respectfully advises the Staff that it believes the existing risk factor discussion of regulatory changes and potential
fluctuations in its results of operations adequately describes the trends affecting the period-to-period differences noted by the
Staff.  Please see the relevant discussion in the “Risks Related to Government Regulation” subsection of Risk
Factors, pages 19-22 and the first risk factor appearing in the "General Risk Factors," on page 36.

Division of Corporation Finance

United States Securities and Exchange Commission

October 7, 2024

Page 2 of 2

We thank the Staff
in advance for its review of the foregoing and of Amendment No. 8. 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

October 4, 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. 7 to Registration Statement on Form S-1
Filed September 19, 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 June 17, 2024 letter.
Amendment No. 7 to Registration Statement on Form S-1
Management's Discussion and Analysis of Financial Condition and Results of Operaitons
Results of Operations, page 46
1.You indicate that revenue decreased by 17% for the six months ended June 30, 2024 as
compared to the six months ended June 30, 2023 due primarily to your exit of a market
due to a change in the regulatory environment. Please revise to name the market you
exited. We further note that revenue for this period decreased in every country or region
listed, with the exception of Finland. Please revise your disclosure to indicate the reason
for the decrease in these regions and whether you believe this decrease is a trend you
expect to continue in future financial periods. Add related risk factor disclosure, as
appropriate.

October 4, 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.

CORRESP
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August
12, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 RE: High
                                            Roller Technologies, Inc. (“Company”)

                                            Registration Statement on Form S-1

                                            (File No. 333-276176) (the “Registration Statement”)

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on August 7, 2024, in which we, ThinkEquity LLC, as representative of the underwriters
of the offering, joined the Company’s request for acceleration of the effective date of the above-referenced Registration Statement
to August 12, 2024, at 5:00 p.m., ET. We hereby formally withdraw our previous request for acceleration.

  Very truly yours,

  THINKEQUITY LLC

  By:
   /s/ Kevin Mangan

  Name: Kevin Mangan

  Title: Managing Director, Head of Equity Syndicate

CORRESP
1
filename1.htm

August
12, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 RE: High
                                            Roller Technologies, Inc. (“Company”)

                                            Registration Statement on Form S-1

                                            (File No. 333-276176) (the “Registration Statement”)

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on August 7, 2024, in which the Company submitted a request for acceleration
of the effective date of the above-referenced Registration Statement on Monday, August 12, 2024, at 5:00 p.m., Eastern Time. The Company
hereby formally withdraws our previous request for acceleration.

  Very
truly yours,

  High
Roller Technologies, Inc.

  By:
  /s/ Ben Clemes

  Name:
Ben Clemes

  Title:
Chief Executive Officer

CORRESP
1
filename1.htm

August
7, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 RE: High
                                            Roller Technologies, Inc. (“Company”)

                                            Registration Statement on Form S-1, as amended

                                            (File No. 333-276176) (the “Registration Statement”)

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on August 5, 2024, in which the Company submitted a request for acceleration
of the effective date of the above-referenced Registration Statement. in accordance with Rule 461 under the Securities Act of 1933, as
amended. We hereby formally withdraw our previous request for acceleration.

The
Company is now requesting that the Registration Statement be declared effective on Monday, August 12, 2024, at 5:00 p.m., Eastern
Time, or as soon thereafter as practicable.

  Very
truly yours,

  High
Roller Technologies, Inc.

  By:
  /s/ Ben Clemes

  Name:
Ben Clemes

  Title:
Chief Executive Officer

CORRESP
1
filename1.htm

August
7, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 RE: High
                                            Roller Technologies, Inc. (“Company”)

                                            Registration Statement on Form S-1

                                            (File No. 333-276176) (the “Registration Statement”)

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on August 5, 2024, in which we, ThinkEquity LLC, as representative of the underwriters
of the offering, joined the Company’s request for acceleration of the effective date of the above-referenced Registration Statement.
The Company is now requesting that such Registration Statement be declared effective on Monday, August 12, 2024, at 5:00 p.m., ET, or
as soon thereafter as practicable, and we hereby formally withdraw our previous request for acceleration and join in the Company’s
revised request for acceleration of the effective date.

  Very truly yours,

  THINKEQUITY LLC

  By:
   /s/ Kevin Mangan

  Name: Kevin Mangan

  Title: Managing Director, Head of Equity Syndicate

CORRESP
1
filename1.htm

August
5, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 RE: High
                                            Roller Technologies, Inc. (“Company”)

                                            Registration Statement on Form S-1

                                            (File No. 333-276176) (the “Registration Statement”)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”),
ThinkEquity LLC, as representative of the underwriters of the offering, hereby joins the request of the Company that the effective date
of the above-captioned Registration Statement be accelerated so as to permit it to become effective on Wednesday, August 7, 2024, at
5:00 p.m., ET, or as soon thereafter as practicable.

Pursuant
to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we, acting on behalf
of the several underwriters, wish to advise you that, through August 5, 2024, we distributed to each underwriter or dealer, who is reasonably
anticipated to be invited to participate in the distribution of the security, as many copies, as well as “E-red” copies of
the Preliminary Prospectus dated June 18, 2024, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

We
have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

  Very
truly yours,

  THINKEQUITY
LLC

  By:
  /s/ Kevin Mangan

  Name:
Kevin Mangan

  Title:
Managing Director, Head of Equity Syndicate

CORRESP
1
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HIGH
ROLLER TECHNOLOGIES, INC.

400 SOUTH 4TH STREET, SUITE 500-#390

LAS VEGAS, NEVADA 89101

August 5, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jenna Hough

    Re:
    High Roller Technologies, Inc.

Registration Statement on Form S-1

File No: 333-276176

Request for Acceleration

Ladies and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, High Roller
Technologies, Inc. (the “Registrant”) hereby requests that the United States Securities and Exchange Commission (the
“Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1, as amended,
File No. 333-276176 (the “Registration Statement”), to become effective on Wednesday, August 7 , 2024, at 5:00
p.m., Eastern Time, or as soon thereafter as is practicable  or at such later time as the Registrant may orally request via
telephone call to the staff of the Commission. The Registrant
hereby authorizes its counsel, Aaron A. Grunfeld, Esq. of Law Offices of Aaron A. Grunfeld & Associates, to orally modify or withdraw
this request for acceleration.

Please
contact Mr. Grunfeld at (310) 890-0790 with any questions you may have concerning this request, and please orally confirm to Mr. Grunfeld
when this request for acceleration has been granted.

    Very truly yours,

    HIGH ROLLER TECHNOLOGIES, INC.

    By:
    /s/ Ben Clemes

    Name:
    Ben Clemes

    Title:
    Chief Executive Officer

    cc:
    Aaron A. Grunfeld, Esq.

CORRESP
1
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High
Roller Technologies, Inc.

400 South 4th Street, Suite 500-#390

Las Vegas, Nevada 89101

(702) 509-524

By
Electronic Mail Only

June
18, 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. 5 to Registration Statement on Form S-1

Submitted June 10, 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 June 17, 2024 (the “Comment Letter”),
relating to Amendment No. 5 to Registration Statement on Form S-1, File No. 333-276176, filed with the Commission on June 10,
2024. We are concurrently submitting via EDGAR Amendment No. 6 to the Registration Statement (“Amendment No. 6”).

For
your convenience, the paragraphs below include the captions used in the Comment Letter. Immediately following each comment is
our response to that comment, including a page reference to the location of any changes made in Amendment No. 6 in response to
the Staff’s comments. Defined terms used but not otherwise defined herein have the meanings ascribed to those terms in Amendment
No. 6.

Amendment
No. 5 to Registration Statement on Form S-1

Summary
Consolidated Financial Data, page 7

    1.
    Please
    tell us why your pro forma total liabilities decreased by $1,209,946 from your actual total liabilities at March 31, 2024.
    In addition, it appears your total assets does not equal your total liabilities and stockholder’s equity. Please clarify
    or revise.

RESPONSE: The Company inadvertently excluded pro forma non-current liabilities of $966,473 at March 31, 2024. We have revised pro forma
total liabilities at March 31, 2024 to $10,962,733. As a result of this update, pro forma total liabilities decreased by $243,473, rather
than by $1,209,946, from actual total liabilities at March 31, 2024, which reflects accrued offering costs at March 31, 2024 that were
included in current liabilities at such date and were assumed paid on the closing date of the public offering, see item <B> in the
detailed reconciliation attachment attached hereto. Additional disclosure has also been added on page 7 of the Registration Statement.

Division
of Corporation Finance

United
States Securities and Exchange Commission

June
18, 2024

Page
2 of 3

Capitalization,
page 40

    2.
    We
note your cash and cash equivalents of $1,435,043 and restricted cash of $1,973,253 at March 31, 2024 plus your expected proceeds
of $11,420,000 as disclosed on page 39 appears to be inconsistent with the pro forma cash and cash equivalents, and restricted
cash of $15,439,695 disclosed here and on page 7. Please clarify or revise.

RESPONSE: A detailed reconciliation of pro forma cash and cash equivalents, and restricted cash at March 31, 2024 is presented in the
attachment to this response letter. Each number shown in the attachment cross-references to a specific amount in the interim unaudited
consolidated financial statements or footnotes at March 31, 2024, or elsewhere in Amendment No. 6, or is a calculated amount. The Company
notes that the amount not previously highlighted in Amendment No. 5 of $611,399 represents deferred offering costs incurred and paid through
the March 31, 2024 interim unaudited consolidated balance sheet date and is a subset of the total projected offering costs of $1,000,000,
therefore the pro forma cash is adjusted by the amounts accrued and not paid of $243,473 and the estimated future offering cost not included
on the balance sheet of $145,128, see item <C> in the detailed reconciliation attachment attached hereto. The amount in the detailed
reconciliation attached hereto reconciles actual and pro forma cash and cash equivalents, and restricted cash at March 31, 2024 in Amendment
No. 6. Additional disclosure has also been added on page 7 of the Registration Statement.

We
thank the Staff in advance for its review of the foregoing and of Amendment No. 6. 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

Division
of Corporation Finance

United
States Securities and Exchange Commission

June
18, 2024

Page
3 of 3

    Attachment to response to Comment Letter from Commission dated June 17, 2024

    Reconciliation of Pro Forma Cash and Cash Equivalents, and Restricted Cash

    31-Mar-24

    Gross proceeds

    $
    13,500,000

    Ties to S-1

    Less:

    Underwriting discounts and commissions (7%)

    (945,000
    )

    Ties to S-1

    Non-accountable expense allowance (1%)

    (135,000
    )

    Ties to S-1

    12,420,000

    Recalculated

    Other offering costs payable by the Company

    (1,000,000
    )

    Ties to Part II of the S-1 page II-1, <D>

    11,420,000

    Recalculated

    Add Back:

    Deferred offering costs paid as of March 31, 2024

    611,399

    <A>

    Net proceeds from offering after considering deferred offering costs paid as of March 31, 2024

    12,031,399

    Recalculated

    Actual cash and cash equivalents, and restricted cash as of March 31, 2024

    3,408,296

    Ties to Balance Sheet in S-1

    $
    15,439,695

    Ties to Pro Forma Cash in S-1

    Reconciliation of Other Offering Costs Payable by the Company

    Deferred offering costs paid as of March 31, 2024

    611,399

    <A>

    Deferred offering costs accrued and not paid as of March 31, 2024

                          243,473

    <B>

    Estimated future offering costs subsequest to March 31, 2024

    145,128

    <C>

    Total estimated offering costs

                       1,000,000

    <D>

United States securities and exchange commission logo
June 17, 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. 5 to Registration Statement on Form S-1
Filed June 10, 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 April 18, 2024 letter.
Amendment No. 5 to Registration Statement on Form S-1
Summary Consolidated Financial Data, page 7
1.Please tell us why your pro forma total liabilities decreased by $1,209,946 from your
actual total liabilities at March 31, 2024. In addition, it appears your total assets does not
equal your total liabilities and stockholder's equity. Please clarify or revise.
Capitalization, page 40
2.We note your cash and cash equivalents of $1,435,043 and restricted cash of $1,973,253
at March 31, 2024 plus your expected proceeds of $11,420,000 as disclosed on page 39
appears to be inconsistent with the pro forma cash and cash equivalents, and restricted
cash of $15,439,695 disclosed here and on page 7. Please clarify or revise.

 FirstName LastNameMichael Cribari
 Comapany NameHigh Roller Technologies, Inc.
 June 17, 2024 Page 2
 FirstName LastName
Michael Cribari
High Roller Technologies, Inc.
June 17, 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.

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

United States securities and exchange commission logo
April 8, 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. 3 to Registration Statement on Form S-1
Filed March 22, 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 February 21, 2024 letter.
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.

 FirstName LastNameMichael Cribari
 Comapany NameHigh Roller Technologies, Inc.
 April 8, 2024 Page 2
 FirstName LastName
Michael Cribari
High Roller Technologies, Inc.
April 8, 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.

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

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.

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

February
2, 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.1 to Registration Statement on Form S-1

Submitted January 18, 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 January 31, 2024 (the “Comment Letter”),
relating to Amendment No.1 to Registration Statement on Form S-1, File No. 333-276176, filed with the Commission on January 18,
2024. We are concurrently submitting via EDGAR Amendment No.2 to the Registration Statement (“Amendment No.2”).

For
your convenience, each of the numbered paragraphs below corresponds to the numbered comment in the Comment Letter and includes
the caption used in the Comment Letter. Immediately following each comment is our response to that comment, including, where
applicable, a page reference to the location of changes made in Amendment No.2 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.2.

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.

RESPONSE:
We have revised our disclosures to match exclusive forum provisions given within the certificate of incorporation as amended.
Please see pages 37  and 80.

Use
of Proceeds, page 39

    2.
    Please
explain how you determined net proceeds would be $11,619,998.

RESPONSE:
We have updated our disclosures to reflect estimated net proceeds of $11,580,000 which principally gives effect to additional
accounting costs. Our estimate is based on 1.5 million shares being sold in the IPO at $9.00 per share, the midpoint of the range
set forth on the prospectus cover page, to yield gross proceeds of $13,500,000. Our estimate gives effect to underwriting
commissions and non-accountable expense allowance that total to $1,080,000, and other offering expenses, principally accounting,
legal, filing and listing fees of $840,000. Please see Part II, Item 13 of the registration statement.

Division of Corporation Finance

United States Securities and Exchange Commission

February 2, 2024

Page 2 of 2

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.

RESPONSE:
We have updated the calculation of net tangible book value to properly exclude intangible assets previously included in the calculation.
Please see pages 41 and 42.

We
thank the Staff in advance for its review of the foregoing and of Amendment No.2. 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 logo
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.

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

January
18, 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.

Registration Statement on Form S-1

Submitted December 20, 2023

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 (“Staff”) of the Securities and Exchange Commission
(the “Commission”), contained in its letter dated January 5, 2024 (the “Comment Letter”),
relating to Registration Statement on Form S-1, File No. 333-276176, filed with the Commission on December 20, 2023. We are concurrently
submitting via EDGAR Amendment No.1 to the Registration Statement (“Amendment No.1”).

For your convenience, each of
the numbered paragraphs below corresponds to the numbered comment in the Comment Letter and includes the caption used in the Comment Letter.
Immediately following each comment is our response, including, where applicable, a page reference to the location of changes made
in Amendment No.1.. Defined terms used but not otherwise defined herein have the meanings ascribed to those terms in Amendment No.1.

Form
S-1 filed December 20, 2023

Risk
Factors, page 8

    1.
    We
note the exclusive forum provision in Article TWELFTH of Exhibit 3.1 and that the Court of Chancery of the State of Delaware is
the exclusive forum for certain litigation, including any “derivative action.” Please describe this provision in an
appropriate section of the prospectus, including the applicability of this provision to the Securities Act and Exchange Act. Please
add risk factor disclosure to describe any risks or other impacts of the provision on investors, such as increased costs to bring
a claim and that these provisions can discourage claims or limit investors’ ability to bring a claim in a judicial form that they
find favorable, and address any uncertainty about enforceability.

RESPONSE:
We have disclosed that the Court of Chancery of the State of Delaware is the exclusive forum for certain litigation, including
any “derivative action,” within the “Description of Securities” section of the prospectus. We have noted
that state and federal courts shall have concurrent jurisdiction for actions arising under the Securities Act and that these exclusive
forum provisions shall not apply to suits brought to enforce duties and liabilities created by the Exchange Act and the rules
and regulations promulgated thereunder, or any other claims for which the federal courts have exclusive jurisdiction. We added
risk factor disclosure describing risks and other impacts of the provision on investors including uncertainty of enforceability.
Please see pages 4, 37 and 80.

Division of Corporation Finance

United States Securities and Exchange Commission

January 18, 2024

Page 2 of 3

Management’s
Discussion and Analysis of Financial Condition and Results of Operations

Results
of Operations, Interest expense, net, page 49

 2. We
note the increase in interest expense, net is linked to non cash interest expense related to lease obligations. Please explain
the amount and nature of your non cash interest expense and differentiate it from non cash lease expense noted on your Statements
of Cash Flows. Please provide any relevant accounting literature that supports your response.

RESPONSE: The Company has updated its disclosure on page 49 of the Registration
Statement to address Staff’s comment.  The Company has determined that the non-cash interest expense relates to
the amortization of the present value discount of the domain purchase liability (a related party liability) resulting from the domain
name purchase and is unrelated to the lease obligations. The non-cash lease expense noted on the Statements of Cash
Flows is unrelated to the amortization of the discount of the domain purchase liability. The relevant guidance considered
in the calculation and presentation of imputed interest expense is as follows:

ASC
835-30-35-2 provides guidance on the amortization of the imputed interest costs, “With respect to a note for which
the imputation of interest is required, the difference between the present value and the face amount shall be treated as discount
or premium and amortized as interest expense or income over the life of the note in such a way as to result in a constant rate
of interest when applied to the amount outstanding at the beginning of any given period. This is the interest method.”

Licenses,
page 55

 3. We
note that the Domain License Agreement filed as Exhibit 10.14 remains in force until December 31, 2022 but may be extended. Please
disclose the current termination date in the prospectus. To the extent you have extended the term of the agreement, please file
the extension agreement as an exhibit.

RESPONSE:
We have attached a form of Addendum to Domain License Agreement as Exhibit 10.29 to Amendment No. 1 pursuant to which the Domain
License Agreement is extended to December 31, 2025. We have disclosed the extended termination date on pages 1, 43, 54 and 55 in
the prospectus.

General

 4. We
note your response to comment 7 and reissue in part. You disclose the soft launch of your second brand, Fruta.com. However, you
did not revise your disclosures under Management’s Discussion and Analysis to address the impact of the launch or other commitments
or uncertainties this launch or any future planned launch has had, or may have, on your financial condition, operations, liquidity,
or capital position. Please revise to include this disclosure or in the alternative please indicate that you do not believe this
launch, or planned launches, have a material impact that requires disclosure.

RESPONSE:
We have added disclosures under Management’s Discussion and Analysis, and elsewhere in the prospectus, with regard to impact
that the launch of Fruta.com or any future brand launches may have on our financial condition, operations, liquidity, or capital
positions on pages 2, 39, 43 and 64.

Division of Corporation Finance

United States Securities and Exchange Commission

January 18, 2024

Page 3 of 3

We
thank Staff in advance for its review of the foregoing and of Amendment No.1. 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 logo
January 5, 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.
Registration Statement on Form S-1
Filed December 20, 2023
File No. 333-276176
Dear Michael Cribari:
            We have reviewed your 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.
Form S-1 filed December 20, 2023
Risk Factors, page 8
1.We note the exclusive forum provision in Article TWELFTH of Exhibit 3.1 and that the
Court of Chancery of the State of Delaware is the exclusive forum for certain litigation,
including any "derivative action."  Please describe this provision in an appropriate section
of the prospectus, including the applicability of this provision to the Securities Act and
Exchange Act. Please add risk factor disclosure to describe any risks or other impacts of
the provision on investors, such as increased costs to bring a claim and that these
provisions can discourage claims or limit investors' ability to bring a claim in a judicial
form that they find favorable, and address any uncertainty about enforceability.
Managements Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, Interest expense, net, page 49
2.We note the increase in interest expense, net is linked to non cash interest expense related
to lease obligations. Please explain the amount and nature of your non cash interest

 FirstName LastNameMichael Cribari
 Comapany NameHigh Roller Technologies, Inc.
 January 5, 2024 Page 2
 FirstName LastName
Michael Cribari
High Roller Technologies, Inc.
January 5, 2024
Page 2
expense and differentiate it from non cash lease expense noted on your Statements of
Cash Flows. Please provide any relevant accounting literature that supports your response.
Licenses, page 55
3.We note that the Domain License Agreement filed as Exhibit 10.14 remains in force until
December 31, 2022 but may be extended.  Please disclose the current termination date in
the prospectus.  To the extent you have extended the term of the agreement, please file the
extension agreement as an exhibit.
General
4.We note your response to comment 7 and reissue in part. You disclose the soft launch of
your second brand, Fruta.com. However, you did not revise your disclosures under
Management's Discussion and Analysis to address the impact of the launch or other
commitments or uncertainties this launch or any future planned launch has had, or may
have, on your financial condition, operations, liquidity, or capital position. Please revise to
include this disclosure or in the alternative please indicate that you do not believe this
launch, or planned launches, have a material impact that requires disclosure.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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.

CORRESP
1
filename1.htm

High
Roller Technologies, Inc.

400
South 4th Street, Suite 500-#390

Las
Vegas, Nevada 89101

(702)
509-524

By
EDGAR CORRESP

December
20, 2023

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100
F Street, N.E.

Washington,
D.C 20549

Attention: Jennie Beysolow

Re:
High Roller Technologies, Inc.

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

Submitted November 1, 2023

CIK No. 0001947210

Dear
Ms. Beysolow:

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 November 28, 2023 (the “Comment Letter”),
relating to Amendment No. 2 to Draft Registration Statement on Form S-1, CIK No. 0001947210, previously submitted to the Commission
on November 1, 2023. We are concurrently submitting via EDGAR a revised draft of the Registration Statement (the “Registration
Statement”).

We
have repeated the Staff’s comments from the Comment Letter below in bold. For your convenience, each of the numbered paragraphs
below corresponds to the numbered comment in the Staff’s Comment Letter and includes the caption used in the Comment Letter.
Immediately following each comment is our response to that comment, including, where applicable, a page reference to the
location of changes made in the Registration Statement in response to the Staff’s comment. Defined terms used but not otherwise
defined herein have the meanings ascribed to those terms in the Registration Statement.

Division of Corporation Finance

United States Securities and Exchange Commission

December
20, 2023

Page 2 of 5

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.

RESPONSE:
We have updated the ownership structure in effect as of November 30th, 2023 and clarified ownership overlaps in the
updated diagrams on page 5.

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 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.

RESPONSE:

We
have revised our disclosure to note that we have an operating agreement with Spike Up pursuant to which it provides lead generation
for our business, that this agreement can be terminated by either party at any time and have removed reference to an unwritten
agreement. Our operating agreement with SpikeUp is distinct from the agreement by which
Spike Up Media transferred the High Roller domain to our wholly owned subsidiary, HR Entertainment Ltd.

HR
Entertainment purchased the HighRoller .com domain name from SpikeUp in December 2021. At that time HR Entertainment was beneficially
owned 65% by Ellmount Interactive and 35% by Happy Hour Entertainment. High Roller was a wholly owned subsidiary of Interactive.
We acquired Happy Hour’s 35% interest pursuant to a Securities Agreement dated February 25, 2022 and Interactive transferred
its 65% ownership interest in HR Entertainment to the Company, which was then still wholly owned by Interactive. As part of the
acquisition of the domain name from SpikeUp in December 2021, HR Entertainment agreed to a purchase price of three million Euros
that is payable quarterly in arrears in the form of 2% of net revenue. Please see “Management’s Discussion and Analysis-The
Restructuring” on page 44, Certain Relationships and Related Party Transactions on page 77 and Note 9 of the Notes to the
Consolidated Financial Statements for the years ended December 31, 2022 and 2021.

Division of Corporation Finance

United States Securities and Exchange Commission

December
20, 2023

Page 3 of 5

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.

RESPONSE:
We have revised the document to disclose the nature of the oversight role of the board of directors to note that while our board
of directors will oversee  the management of our cybersecurity risk, our management will be  responsible for the implementation
and monitoring of day-to-day risk management policies, procedures and processes. Our board of directors has tasked our Chief Technology
Officer and other appropriate management with the responsibility to manage our cybersecurity initiatives, including with respect
to our customer data and game suppliers databases.  Our board of directors will receive  regular reports from management,
including our Chief Technology Officer at least quarterly, on material cybersecurity risks and the degree of our Company’s
exposure to those risks, and the development and implementation of appropriate policies and procedures  to mitigate those
risks. Management will also  work with third-party service providers to implement and maintain appropriate controls and procedures.
We believe that this approach is the most effective approach for addressing our Company’s cybersecurity risks at this time.
Please see pages 23 and 24 of the Registration Statement. Although we believe that these arrangements do not affect the leadership
structure of the board of directors at this time, the board of directors may, in the future, delegate some or all of this responsibility
to an appropriate committee of the board of directors.

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.

RESPONSE:
We have revised the risk factor language to note that there are no material licensing agreements and that the associated royalty
payments for IP that we have licensed are immaterial individually and in the aggregate.

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.

RESPONSE: We have updated disclosures related to the status of our Maltese
license to reflect that we hold an inactive gaming license from Malta, which we are in the process of terminating and that we have not
operated under our Malta license since June 2022. Please see pages 1, 2, 54 and 55.

Division of Corporation Finance

United States Securities and
Exchange Commission

December
20, 2023

Page 4 of 5

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.

RESPONSE:
We have disclosed, as stipulated by ASC 280-10-50-41 and 280-10-55-24, revenue generated from individual countries, where material,
for applicable annual and interim periods, in the footnotes to the consolidated financial statements and in “Management’s
Discussion and Analysis.” See page 47 and Note 3 of the Notes to the Consolidated Financial Statements for the years ended
December 31, 2022 and 2021.

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.

RESPONSE:
                                         As requested, we have revised and clarified our belief that a multi-brand strategy allows
                                         us to scale our business across multiple domains with individualized branding tailored
                                         for different target markets. We believe that this multi-brand strategy allows us to
                                         compete for increased market share in an industry where fresh and compelling branding
                                         often attracts additional players. We soft launched our   second active iCasino
                                         brand, Fruta.com, in December 2023 for live acceptance testing and expect to fully launch
                                         Fruta.com in Q1 of 2024 in conjunction with our planned marketing strategy to direct
                                         new players to Fruta.com, and are exploring opportunities for future brand launches.
                                         We expect to launch at least one new iCasino during 2024 to expand market share in existing
                                         markets and reduce customer acquisition cost and attrition rates.  Please see pages
                                         2,  39, 64 and 65 for relevant updates.

We
thank the Staff in advance for its review of the foregoing and of the Registration Statement. 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.

Division of Corporation Finance

United States Securities and
Exchange Commission

December
20, 2023

Page 5 of 5

Very
truly yours,

/s/Michael
Cribari

Chief Executive Officer

United States securities and exchange commission logo
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.

United States securities and exchange commission logo
March 14, 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. 1 to
Draft Registration Statement on Form S-1
Submitted February 15, 2023
CIK No. 0001947210
Dear Michael Cribari:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            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 our comments apply 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 these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1 filed February 15, 2023
Prospectus Summary, page 2
1.We note your response to comment 3.  However, your response focuses on which games
are most popular with your players, as opposed to your position in the industry.  Please
disclose the basis for statements that you provide one of the largest selection of games and
that you have industry-leading and market-leading customer retention, innovation and
content.  Please define the industry and the competitors you are using for purposes of
these statements.  For example, please indicate the category for which you have "one of
the largest selection of games."  Please also indicate your customer retention rate as
compared to the average customer retention rate in your industry.

 FirstName LastNameMichael Cribari
 Comapany NameHigh Roller Technologies, Inc.
 March 14, 2023 Page 2
 FirstName LastName
Michael Cribari
High Roller Technologies, Inc.
March 14, 2023
Page 2
Business, page 51
2.We note your response to comment 11. Please further revise to indicate the status of your
contemplated operations in Southeast Asia, including the status of application(s) for
required license(s) or approval(s), given your disclosure on page 43 that you expect to be
operational in Southeast Asian markets before the end of Q1 2023. Please specify where
in Southeast Asia you plan on operating.
Licenses, page 52
3.We note your response to comment 10 and reissue in part. Please revise your discussion
about the licenses and sublicenses obtained from the Curacao Gaming Authority as well as
the Estonian license held by Happy Hour Solutions to include the duration and expiration
date/renewal date of such licenses, and any material obligations under your domain
license agreement with Happy Hour Solutions. We also note that Ellmount Entertainment
is withdrawing from the Malta licensed activities and has not operated under its Malta
license since June 2022. Given this, please explain why you state elsewhere in the
prospectus that you maintain a license from Malta. Please also tell us if withdrawing from
Malta licensed activities will have a material impact on your financial results.
            You may 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.

United States securities and exchange commission logo
December 20, 2022
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.
Draft Registration Statement on Form S-1
Submitted November 23, 2022
CIK No. 0001947210
Dear Michael Cribari:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            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 our comments apply 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 these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 filed November 23, 2022
Our Business Model, page 2
1.Please revise to expand your discussion about your association with Spike Up Media.
Please explain why you believe that your association with Spike Up Media provides cost-
effective lead generation which results in gross operating margins for Highroller.com that
are higher than those [you] experienced with CasinoRoom.com.

 FirstName LastNameMichael Cribari
 Comapany NameHigh Roller Technologies, Inc.
 December 20, 2022 Page 2
 FirstName LastName
Michael Cribari
High Roller Technologies, Inc.
December 20, 2022
Page 2
Our Competitive Strengths, page 2
2.Please revise to list the remote licensed markets (Offshore) where you may legally operate
using international licenses, as well as the locally licensed markets (Onshore) where you
operate. In addition, where you state that licenses provide you with "broad European
player access" please indicate the particular countries in Europe where you operate.
Prospectus Summary
Market Trends, page 2
3.We note statements such as the following:

•We provide one of the largest selections of games from the leading providers...
•We have an industry-leading community platform...

Please revise to disclose the basis for these statements. For example, please indicate the
basis on which you determined that you have an "industry-leading" platform, and please
disclose how your selections of games compares to the "leading providers," and indicate
how you are defining "leading providers."
Corporate Information, page 5
4.Please revise to better explain the current corporate structure. Consider including a chart
to depict the corporate structure and illustrate any material relationships, with a more
detailed discussion in your Business section.
Risks Related to our Third-Party Vendor Relationships, page 31
5.Please identify any material third-party relationships where termination of the agreement
could have an adverse effect on the company. In addition, if you are substantially
dependent upon these relationships to conduct your business, please file contracts you
have with such third party provider(s) as an exhibit. Refer to Item 601(b)(10) of
Regulation S-K.
Management’s Discussion And Analysis Of Financial Condition And Results Of Operations
Going Concern, page 45
6.Please revise your Prospectus Summary and Risk Factors section to highlight the auditor's
explanatory paragraph regarding your ability to continue as a going concern.
Liquidity and Capital Resources, page 47
7.Please revise to disclose here as you do in the Use of Proceeds section that you believe
your existing cash and revenue together with the net proceeds from this offering will be
sufficient to fund your operations and capital expenditure requirements for the next 18-24
months.

 FirstName LastNameMichael Cribari
 Comapany NameHigh Roller Technologies, Inc.
 December 20, 2022 Page 3
 FirstName LastName
Michael Cribari
High Roller Technologies, Inc.
December 20, 2022
Page 3
Principal Shareholders, page 49
8.Please revise to disclose the natural person or persons who have voting and dispositive
control of the shares held by OEH Invest AB.
Business, page 52
9.Please revise to describe the "out-sourcing of resource demanding components" which
you state yields a highly competitive cost model and differentiates your brand.
10.Please disclose all material information about the licenses you currently hold in Malta and
Curacao, as well as information on the license held by the Estonian licensee, including the
duration and expiration date of such licenses, and any material obligations under such
licenses.  Please file the license agreement with your Estonian licensee, which appears to
be Happy Hour, as an exhibit to the registration statement, and disclose the material terms
of the agreement.
11.You note that you are planning to enter the United States, Latin American and Asian
markets in 2023 and 2024, once the respective states and countries regulate and legalize
online casinos.  Please expand upon these plans and why you anticipate that these markets
will legalize online casinos in 2023 and 2024, and to the extent that online casinos are
already legal, please explain when you plan to enter the market as it does not appear that it
would be contingent on such legalization.  Explain the risk to your business and your
expansion plans if these markets do not legalize online casinos. Please also tell us why
you include market statistics on page 56 for the African gambling market, as you do not
appear to have plans to enter this market.
Strategic Positioning, page 57
12.Please explain how your in-house technology is "state of the art." Please revise to describe
the Unique Selling Propositions which you state on page 58 make your business stand out
from the competition and are within social, community and streaming based product
features that lend well to viral, affiliate and social marketing.
Management, page 61
13.For each director, briefly discuss the specific experience, qualifications, attributes or skills
that led to the conclusion that the person should serve as a director.  Refer to Item
401(e)(1) of Regulation S-K.
Executive Compensation, page 66
14.Please file a copy of the employment agreements referenced in this section as exhibits to
the registration statement.  Refer to Item 601(b)(10)(iii)(A) of Regulation S-K.

 FirstName LastNameMichael Cribari
 Comapany NameHigh Roller Technologies, Inc.
 December 20, 2022 Page 4
 FirstName LastName
Michael Cribari
High Roller Technologies, Inc.
December 20, 2022
Page 4
Certain Relationships And Related Party Transactions, page 70
15.Please revise this section to disclose the related person(s) involved in the transactions
discussed in this section. For example, please indicate the related person(s) who have
interests or ownership in the entities (Spike Up Media, Ellmount Interactive AB, Happy
Hour Solutions, WKND, etc.) such that the transactions are related party transactions that
must be disclosed under Item 404(d) of Regulation S-K.
16.To the extent not already filed, please file any instruments governing the transactions
discussed in this section or tell us why you do not believe you are required to do so. See
Item 601(b)(4) of Regulation S-K.
General
17.Please provide us with supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
have presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain, copies of those
communications. Please contact the staff member associated with the review of this filing
to discuss how to submit the materials, if any, to us for our review.
            You may 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 questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Aaron A. Grunfeld, Esq.