High Roller Technologies, Inc S-1/A, filed Apr 12, 2024

High Roller Technologies, Inc. (ROLR)

S-1/A 2024-04-12

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Added on October 16, 2026

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Delaware	7900	87-4159815
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification No.)

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☒

	Per Share	Total
Initial public offering price	$
Underwriting discounts and commissions⁽¹⁾	$
Proceeds to us, before expenses	$


Prospectus Summary	1

Summary of The Offering	6

Summary of Consolidated Financial Data	7

Risk Factors	8

Special Note Regarding Forward-Looking Statements	37

Use Of Proceeds	39

Dividend Policy	39

Capitalization	40

Dilution	41

Management’s Discussion And Analysis Of Financial Condition And Results Of Operations	43

Business	54

Management	67

Executive Compensation	72

Principal Shareholders	75

Certain Relationships And Related Party Transactions	76

Description Of Securities	78

Shares Eligible For Future Sale	81

Underwriting	83

Legal Matters	90

Experts	91

Where You Can Find Additional Information	91

Index To Consolidated Financial Statements	F-1

	●	Evolution Gaming
	●	Pragmatic Play
	●	Push Gaming
	●	No Limit City
	●	Play’n GO
	●	Relax Gaming
	●	Red Tiger Gaming
	●	Big Time Gaming
	●	Netent
	●	Quickspin
	●	Games Global

	●	We identified material weaknesses in our internal control over financial reporting, and we may identify additional material weaknesses in the future that may cause us to fail to meet our reporting obligations. If we fail to remediate any material weaknesses or if we otherwise fail to establish and maintain effective control over financial reporting, our ability to accurately and timely report our financial results could be adversely affected.
	●	We may require additional capital to support our growth plans, and that capital may not be available on terms acceptable to us on timely basis, or at all. Inability to raise additional capital when required could hamper our growth and adversely affect our business.

	●	There has been no prior public market for our common stock. The initial price of our common stock may not be indicative of the market price of our common stock after the offering. The stock price of our common stock may be volatile or may decline regardless of our operating performance and you may not be able to resell your shares at or above the initial public offering price, as a result of which you could lose all or part of your investment.
	●	Investors in this offering will experience immediate and substantial dilution of $8.02 per share.

	Years Ended
	December 31,
	2023			2022
Revenue	$	29,674,690		$	18,491,548

Operating expenses
Direct operating costs		13,648,111			7,542,798
General and administrative		10,529,123			7,232,256
Advertising and promotions		7,603,709			4,650,827
Product and software development		584,447			1,089,490
Loss on impairment of intangible assets		—			935,263
Total operating expenses		32,365,400			21,450,634
Loss from operations		(2,690,710	)		(2,959,086	)
Interest expense, net		(114,208	)		(106,552	)
Loss before income taxes		(2,804,918	)		(3,065,638	)
Income tax expense (benefit)		12,933			(7,311	)
Net loss	$	(2,817,851	)	$	(3,058,327	)

Other comprehensive (loss) income
Foreign current translation adjustments		54,413			(9,430	)
Comprehensive (loss) income	$	(2,763,438	)	$	(3,067,757	)

Net loss per common share
Net loss per common share – basic and diluted	$	(0.42	)	$	(0.55	)
Weighted average common shares outstanding – basic and diluted		6,641,774			5,591,007

Consolidated Balance Sheet Data:

	At December 31, 2023
	Actual			Pro Forma⁽¹⁾

Cash and cash equivalents, and restricted cash (current and non-current)	$	4,045,224		$	15,911,427
Total assets		11,785,307			23,072,085
Total liabilities		9,480,819			9,272,597
Accumulated deficit		(21,219,959	)		(21,219,959	)
Total stockholders’ equity		2,304,488			13,799,488


	Actual			Pro Forma

Cash and cash equivalents, and restricted cash (current and non-current)	$	4,045,224		$	15,911,427

Stockholders’ equity:
Preferred stock, $0.001 par value; 10,000,000 authorized, 0 shares issued and outstanding		—			—
Common stock, $0.001 par value; 60,000,000 shares authorized, 6,967,278 shares issued and outstanding, actual; 8,467,278 shares issued and outstanding, pro forma		6,967			8,467
Additional paid-in capital		22,051,802			33,545,302
Accumulated deficit		(21,219,959	)		(21,219,959	)
Accumulated other comprehensive income		1,465,678			1,465,678
Total stockholders’ equity		2,304,488			13,799,488

Total capitalization	$	2,304,488		$	13,799,488

Assumed initial public offering price per share				$	9.00
Deficit in net tangible book value per share at December 31, 2023	$	(0.46	)
Increase in net tangible book value per share to the existing stockholders attributable to this offering	$	1.44
Adjusted net tangible book value per share after this offering				$	0.98

Dilution in net tangible book value per share to new investors				$	8.02

	Shares Purchased					Total Consideration					Average Price
	Number		Percent			Amount		Percent			Per Share
Existing stockholders		6,967,278		82.28	%	$	5,400,000		28.50	%	$	0.77
Investors purchasing shares in this offering		1,500,000		17.72	%		13,500,000		71.50	%	$	9.00
Total		8,467,278		100.00	%	$	18,900,000		100.00	%

	Years Ended December 31,
	2023			2022
Revenue	$	29,674,690		$	18,491,548
Operating expenses
Direct operating costs:
Related party		4,289,120			2,741,903
Other		9,358,991			4,800,895
General and administrative:
Related party		492,591			2,055,342
Other		10,036,542			5,176,914
Advertising and promotions:
Related party		1,648,866			2,265,248
Other		5,954,843			2,385,579
Product and software development:
Related party		242,342			91,513
Other		342,105			997,977
Loss on impairment of intangible assets		—			935,263
Total operating expenses		32,365,400			21,450,634
Loss from operations		(2,690,710	)		(2,959,086	)
Interest expense, net		(114,208	)		(106,552	)
Loss before income taxes		(2,804,918	)		(3,065,638	)
Income tax expense (benefit)		12,933			(7,311	)
Net loss	$	(2,817,851	)	$	(3,058,327	)

Other comprehensive (loss) income
Foreign current translation adjustments		54,413			(9,430	)
Comprehensive loss	$	(2,763,438	)	$	(3,067,757	)

Net loss per common share
Net loss per common share – basic and diluted	$	(0.42	)	$	(0.55	)
Weighted average common shares outstanding – basic and diluted		6,641,774			5,591,007


NAME	AGE	POSITION

Executive officers

Ben Clemes*	47	Chief Executive Officer*
Matthew Teinert	42	Chief Financial Officer
Reuben Borg Caruana	47	Chief Operations Officer, Ellmount Entertainment Ltd
Sven Kaltenegger	43	Chief Commercial Officer, Ellmount Entertainment Ltd
Isaac Sant	31	Chief Technology Officer, Ellmount Entertainment Ltd
Andrew Micallef	39	Chief Product Officer, Ellmount Entertainment Ltd

Directors and Director Nominees

Michael Cribari*	38	Chairman of the Board of Directors
Brandon Eachus*	38	Director
Daniel Bradtke	41	Director
Jonas Martensson (1)	46	Director
Kristen Britt (2)	40	Director
David Weild IV (3)	67	Director Nominee

Name and Principal Positions	Year	Salary ($)	Bonus ($)	Stock Awards ⁽³⁾	All Other Compensation ($) ⁽⁴⁾	Total ($)

Michael Cribari
Chief Executive Officer ⁽¹⁾	2023	—	—	—	—	—
	2022	—	—	—	—	—
Idan Levy
Chief Executive Officer, Ellmount Entertainment Ltd ⁽²⁾	2023	350,949	85,407	992,986	—	1,429,342
	2022	133,883	—	—	—	133,883
Matt Teinert
Chief Financial Officer ⁽⁴⁾	2023	120,513	12,143	—	12,000	144,656

	Number of Shares Beneficially Owned Prior to this Offering		Percentage Owned Before this Offering			Percentage Owned After this Offering
Holders of more than 5% of our voting securities:
Cascadia Holdings Limited ⁽¹⁾		2,588,395		36.96	%		30.44	%
OEH Invest AB ⁽²⁾		1,960,631		28.00	%		23.06	%
Happy Hour Entertainment Holdings Ltd. ⁽³⁾		1,263,619		18.05	%		14.86	%
Spike Up Media A.B ⁽⁴⁾		670,981		9.53	%		7.86	%
Directors and Executive Officers who are not 5% holders:
Michael Cribari		^{(1) (4) (10)}		^{(1) (4) (10)}			^{(1) (4) (10)}
Brandon Eachus		^{(1) (4) (10)}		^{(1) (4) (10)}			^{(1) (4) (10)}
Ben Clemes ⁽⁵⁾		30,406		*			*
Matt Teinert ⁽⁶⁾		13,333		*			*
Kristin Britt ⁽⁷⁾		16,318		*			*
Daniel Bradtke ⁽³⁾⁽⁸⁾		10,000		*			*
Jonas Martensson		10,000		*			*
Idan Levy ⁽⁹⁾		23,166		*			*
All directors and executive officers as a group (8 persons) ⁽¹⁰⁾		3,362,599		47.75	%		39.37	%

Underwriter			Number of Shares
ThinkEquity LLC

Total

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-2

CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets as of December 31, 2023 and 2022	F-3
Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2023 and 2022	F-4
Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Years Ended December 31, 2023 and 2022	F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022	F-6
Notes to Consolidated Financial Statements	F-8

	December 31,
	2023			2022
Assets
Current assets
Cash and cash equivalents	$	2,087,004		$	1,329,670
Restricted cash		1,958,220			2,819,978
Prepaid expenses and other current assets		836,108			1,281,044
Total current assets		4,881,332			5,430,692
Non-current assets
Due from affiliates		702,274			376,101
Deferred offering costs		579,425			32,813
Property and equipment, net		250,116			21,216
Operating lease right-of-use asset, net		—			69,309
Intangible assets, net		5,117,116			4,631,990
Deferred tax asset		—			12,933
Other assets		255,044			261,804
Total assets	$	11,785,307		$	10,836,858

Liabilities and Stockholders’ Equity (Deficit)
Current liabilities
Accounts payable	$	686,474		$	1,380,899
Accrued expenses		4,300,434			1,942,889
Player liabilities		499,381			456,082
Due to affiliates		3,971,900			7,023,080
Operating lease obligation, current		—			50,905
Total current liabilities		9,458,189			10,853,855
Non-current liabilities
Other liabilities		22,630			111,258
Operating lease obligation, non-current		—			22,172
Total liabilities		9,480,819			10,987,285

Stockholders’ equity (deficit)
Preferred stock, $0.001 par value; 10,000,000 shares authorized; none issued and outstanding as of December 31, 2023 and 2022		—			—
Common stock, $0.001 par value; 60,000,000 shares authorized; 6,967,278 and 6,318,094 shares issued and outstanding as of December 31, 2023 and 2022, respectively		6,967			6,318
Additional paid-in capital		22,051,802			16,834,098
Accumulated deficit		(21,219,959	)		(18,402,108	)
Accumulated other comprehensive income		1,465,678			1,411,265
Total stockholders’ equity (deficit)		2,304,488			(150,427	)
Total liabilities and stockholders’ equity (deficit)	$	11,785,307		$	10,836,858

	For the Years Ended December 31,
	2023			2022
Revenue	$	29,674,690		$	18,491,548

Operating expenses
Direct operating costs:
Related party		4,289,120			2,741,903
Other		9,358,991			4,800,895
General and administrative:
Related party		492,591			2,055,342
Other		10,036,542			5,176,914
Advertising and promotions:
Related party		1,648,866			2,265,248
Other		5,954,843			2,385,579
Product and software development:
Related party		242,342			91,513
Other		342,105			997,977
Loss on impairment of intangible assets		—			935,263
Total operating expenses		32,365,400			21,450,634
Loss from operations		(2,690,710	)		(2,959,086	)

Other expense
Interest expense, net		(114,208	)		(106,552	)
Total other expense		(114,208	)		(106,552	)

Loss before income taxes		(2,804,918	)		(3,065,638	)
Income tax expense (benefit)		12,933			(7,311	)
Net loss	$	(2,817,851	)	$	(3,058,327	)

Other comprehensive loss
Foreign currency translation adjustments	$	54,413		$	(9,430	)
Comprehensive loss	$	(2,763,438	)	$	(3,067,757	)

Net loss per common share:
Net loss per common share - basic and diluted	$	(0.42	)	$	(0.55	)
Weighted average common shares outstanding - basic and diluted		6,641,774			5,591,007

	Common Stock
	Shares		Amount		Additional Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity (Deficit)
Balance, December 31, 2021		4,549,026	$	4,549	$	14,533,561		$	(15,343,781	)	$	1,420,695		$	615,024
Issuance of common stock		505,449		505		399,495			—			—			400,000
Share-based compensation		—		—		113,261			—			—			113,261
Issuance of shares in connection with Acquisition of HR Entertainment		1,263,619		1,264		1,787,781			—			—			1,789,045
Net loss		—		—		—			(3,058,327	)		—			(3,058,327	)
Foreign currency translation		—		—		—			—			(9,430	)		(9,430	)
Balance, December 31, 2022		6,318,094	$	6,318	$	16,834,098		$	(18,402,108	)	$	1,411,265		$	(150,427	)
Issuance of common shares in settlement of short-term debt to affiliated party		631,809		632		4,999,368			—			—			5,000,000
Share-based compensation		—		—		218,353			—			—			218,353
Shares issued for vesting of restricted stock units		17,375		17		(17	)		—			—			—
Net loss		—		—		—			(2,817,851	)		—			(2,817,851	)
Foreign currency translation		—		—		—			—			54,413			54,413
Balance, December 31, 2023		6,967,278	$	6,967	$	22,051,802		$	(21,219,959	)	$	1,465,678		$	2,304,488

Asset		Useful Life
Machinery and equipment		5 years
Computers and IT equipment		3 years
Furniture and fixtures		7 years

	Years Ended December 31,
	2023		2022
Net gaming revenue	$	28,576,631	$	17,460,426
Net revenue generated through intra-group service arrangements		1,098,059		1,031,122
Total revenue	$	29,674,690	$	18,491,548

	December 31, 2023
	Weighted Average Remaining Amortization Period (years)	Gross Carrying Amount		Accumulated Amortization			Accumulated Impairment Amount			Net Carrying Amount
Trademarks	Indefinite	$	1,242,530	$	—		$	(935,263	)	$	307,267
Domain names	Indefinite		4,395,630		—			—			4,395,630
Capitalized software	3		567,517		(153,298	)		—			414,219
		$	6,205,677	$	(153,298	)	$	(935,263	)	$	5,117,116

	December 31, 2022
	Weighted Average Remaining Amortization Period (years)	Gross Carrying Amount		Accumulated Amortization			Accumulated Impairment Amount			Net Carrying Amount
Trademarks	Indefinite	$	1,232,545	$	—		$	(935,263	)	$	297,282
Domain name	Indefinite		4,233,082		—			—			4,233,082
Capitalized software	3		216,231		(114,605	)		—			101,626
		$	5,681,858	$	(114,605	)	$	(935,263	)	$	4,631,990

Years Ended December 31,	Amortization Expense
2024	$	155,332
2025		155,332
2026		103,555
2027		—
2028		—
Total	$	414,219

Cash and restricted cash	$	328,884
Prepaid expenses and other current assets		23,912
Due from affiliates		227,272
Intangible assets		4,420,508
Player receivables		89,251
Accounts payable		(112,973	)
Accrued expenses		(327,614	)
Due to affiliates		(2,853,614	)
	$	1,795,626

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in Years)
Options outstanding at January 1, 2022		—		$	—		—
Granted		199,652			7.63		6.28
Exercised		—			—		—
Expired/Forfeited		—			—		—
Options outstanding at December 31, 2022		199,652			7.63		5.79
Granted		—			—		—
Exercised		—			—		—
Modified/Cancelled		(111,198	)		11.87		6.51
Expired/Forfeited		—			—		—
Options outstanding as of December 31, 2023		88,454		$	2.29		3.67

Options exercisable at December 31, 2023		88,454		$	2.29		3.67

	For the Year Ended December 31, 2022
Weighted average grant date fair value	$	1.11
Expected term (years)		2.66-3.00
Risk-free interest rate		2.6-3.4	%
Expected volatility		72-80	%
Expected dividend yield		—	%
Exercise price	$	1.19-$11.87

	Number of Units			Weighted-Average Grant Date Fair Value
RSUs outstanding at December 31, 2022		—		$	—
Granted		111,198			8.92
Vested		(17,375	)		13.53
Forfeited		—			—
RSUs outstanding at December 31, 2023		93,823		$	8.07

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in Years)
Warrants outstanding at January 1, 2022		—	$	—		—
Issued		39,172		2.37		5.00
Exercised		—		—		—
Expired		—		—		—
Warrants outstanding at December 31, 2022		39,172		2.37		4.50
Issued		—		—		—
Exercised		—		—		—
Expired		—		—		—
Warrants outstanding at December 31, 2023		39,172	$	2.37		3.50

Warrants exercisable at December 31, 2023		39,172	$	2.37		3.50

	For the Year Ended December 31, 2022
Annual dividend yield		—	%
Expected life (years)		5 years
Risk-free interest rate		3.0	%
Expected volatility		75.0	%

	Year Ended December 31,						Year Ended December 31,
	2023						2022
	Amount			Percent			Amount			Percent
U.S. federal statutory income tax rate	$	(589,033	)		21.00	%	$	(643,784	)		21.00	%
Change in valuation allowance		895,606			(31.93	)%		1,374,363			(44.83	)%
Other permanent items		(14,459	)		0.52	%		(38,055	)		0.93	%
Provision to return differences		(152,604	)		5.44	%		128,303			(4.10	)%
Foreign rate differential		(126,577	)		4.51	%		(828,138	)		27.01	%
Income tax expense (benefit)	$	12,933			(0.46	)%	$	(7,311	)		0.01	%

	Amount
SEC registration fee	$	2,705
FINRA filing fee		3,249
NYSE American listing fee		75,000
Accounting fees and expenses		125,000
Legal fees and expenses		650,000
Transfer agent fees and expenses		5,000
Printing and mailing expenses		20,000
Miscellaneous fees and expenses		44,046

Total expenses	$	925,000

Exhibit
Number	Description
1.1#	Form of Underwriting Agreement by and between Registrant and ThinkEquity LLC (including form of Lock Up Agreement)
3.1(i)#	Amended and Restated Certificate of Incorporation
3.1(ii)#	Certificate of Amendment to Amended and Restated Certificate of Incorporation
3.2#	Bylaws of the Registrant
4.1#	Form of Common Stock Certificate of the Registrant
4.2#	Form of Warrant issued to ThinkEquity LLC (included within Exhibit 1.1)
5.1#	Opinion of Law Offices of Aaron A. Grunfeld & Associates
10.1#	Form of High Roller Technologies, Inc. 2024 Equity Incentive Plan
10.2#	Form of Indemnification Agreement for Officers and Directors
10.3#	Services Agreement Between Happy Hour and HR Entertainment Ltd
10.4	RESERVED
10.5#	Domain Name License Agreement Between Spike Up Media AB and HR Entertainment Ltd
10.6#	Independent Contractor Agreement between Ellmount Entertainment Ltd. and Kristen Britt
10.7+#	Employment Agreement between Ellmount Entertainment Ltd. and Idan Levy
10.8+#	Employment Agreement between Ellmount Entertainment Ltd. and Reuben Borg Caruana
10.9+#	Employment Agreement between Ellmount Entertainment Ltd. and Andrew Micallef
10.10#	Assignment of HR Entertainment Ltd. to the Registrant by Ellmount Interactive AB
10.11#	Curacao Gaming Sublicense between HR Entertainment Ltd. and Gaming Services Provider N.V dated January 3, 2024
10.12#	Estonia Gambling License issued to Happy Hour Solutions Limited dated November 8, 2021
10.13#	iGaming Platform Agreement between HR Entertainment Ltd. and Pragmatic Solutions (IOM) Limited
10.14#	Domain License Agreement between HR Entertainment Ltd. and Happy Hour Solutions Ltd.
10.15#	Nominee Agreement between HR Entertainment Ltd. and Happy Hour Solutions Ltd.
10.16#	Securities Acquisition Agreement between Registrant and Happy Hour Entertainment Holdings Ltd.
10.17#	Services Agreement between HR Entertainment Ltd. and Ellmount Entertainment Ltd.
10.18#	Support Services Agreement between HR Entertainment Ltd. and Ellmount Support SA
10.19#	Stock Option Agreement between Registrant and Aaron A. Grunfeld
10.20+#	Stock Option Agreement between Registrant and Idan Levy
10.21+#	Stock Option Agreement between Registrant and Robert Weingarten
10.22#	Warrant issued by Registrant to Spike Up Media LLC
10.23+#	Employment Agreement between Ellmount Entertainment Ltd. and Isaac Sant
10.24+#	Amendment No. 1 to Stock Option Agreement between Registrant and Idan Levy (RSUs)
10.25+#	Offer Letter dated May 18, 2023 between Registrant and Matt Teinert
10.26#	Debt Conversion Agreement dated June 30, 2023 between Registrant, Ellmount Interactive A.B. and Spike Up Media A.B
10.27+#	Offer Letter dated December 5, 2023 between Registrant and Ben Clemes
10.28#	Amendment to Securities Acquisition Agreement between Registrant and Happy Hour Entertainment Holdings Ltd.
10.29#	Addendum to Domain License Agreement between HR Entertainment Ltd. and Happy Hour Solutions Ltd.
10.30	Online Gaming Operations Agreement between HR Entertainment Ltd. And Happy Hour Solutions Ltd.
10.31	Curacao Gaming Sub-License between Interstellar Entertainment N.V. and Gaming Services Provider N.V dated March 20, 2024
14.1#	Code of Ethics
21.1#	List of Subsidiaries of Registrant
23.1#	Consent of Law Offices of Aaron A. Grunfeld & Associates (included as part of Exhibit 5.1)
23.2	Consent of WithumSmith+Brown, PC
24.1#	Power of Attorney (included on signature page to the initial filing of this Registration Statement)
99.1#	Form of Consent of David Weild to be named as a Director Nominee
107#	Filing Fee Table