High Roller Technologies, Inc. Files Amendment No. 1 to S-1 Registration Statement

TL;DR

<b>High Roller Technologies, Inc. has filed an amendment to its S-1 registration statement, indicating progress in its public offering process.</b>

AI Summary

High Roller Technologies, Inc. (ROLR) filed a Amended IPO Registration (S-1/A) with the SEC on January 18, 2024. High Roller Technologies, Inc. filed an amendment to its S-1 registration statement on January 18, 2024. The company is incorporated in Delaware and its fiscal year ends on December 31. Its principal executive offices are located at 400 South 4th Street, Suite 500-#390, Las Vegas, Nevada 89101. The filing is under the Securities Act of 1933, with SEC file number 333-276176. High Roller Technologies, Inc. is classified as a smaller reporting company and a non-accelerated filer.

Why It Matters

For investors and stakeholders tracking High Roller Technologies, Inc., this filing contains several important signals. This S-1/A filing signifies a step forward in High Roller Technologies' journey towards becoming a publicly traded company, allowing for potential capital infusion and increased visibility. The amendment provides updated information to the SEC, ensuring compliance and transparency for potential investors as the company prepares for its initial public offering.

Risk Assessment

Risk Level: low — High Roller Technologies, Inc. shows low risk based on this filing. The risk is low as this is a standard S-1/A filing for a registration statement, indicating procedural steps rather than immediate financial performance or operational changes.

Analyst Insight

Monitor future filings for details on the IPO pricing, share allocation, and the company's financial performance post-listing.

Key Numbers

• 2024-01-18 — Filing Date (Date of S-1/A filing)
• 7900 — SIC Code (Standard Industrial Classification Code)
• 87-4159815 — IRS Number (IRS Employer Identification Number)
• DE — State of Incorporation (State where the company is incorporated)
• 1231 — Fiscal Year End (End date of the company's fiscal year)

Key Players & Entities

• High Roller Technologies, Inc. (company) — Registrant name
• Ben Clemes (person) — Chief Executive Officer
• Aaron A. Grunfeld (person) — Copies to counsel
• Mitchell S. Nussbaum (person) — Copies to counsel
• Norwood P. Beveridge (person) — Copies to counsel
• Lili Taheri (person) — Copies to counsel
• Loeb & Loeb LLP (company) — Counsel for registrant
• 333-276176 (regulator) — SEC File Number

Forward-Looking Statements

• High Roller Technologies, Inc. will complete its initial public offering. (High Roller Technologies, Inc.) — medium confidence, target: 2024

FAQ

Industry Context

The company operates within the amusement and recreation services industry, specifically within the gaming or entertainment sector, given its name and location.

Regulatory Implications

The filing is made under the Securities Act of 1933, which governs the registration of securities offered to the public.

What Investors Should Do

1. Review the full S-1/A filing for details on the proposed securities offering.
2. Track subsequent SEC filings for updates on the IPO timeline and prospectus.
3. Analyze the company's business model and financial projections once disclosed in the prospectus.

Key Dates

• 2024-01-18: S-1/A Filing — Amendment to the initial registration statement filed with the SEC.

Year-Over-Year Comparison

This is an amendment (S-1/A) to a previously filed registration statement, indicating updates or corrections to the initial filing.

Key Financial Figures

• $8.00 — l public offering price will be between $8.00 and $10.00 per share of common stock.
• $10.00 — ffering price will be between $8.00 and $10.00 per share of common stock. We have ap
• $460 billion — arket (TAM) in 2022 was estimated to be $460 billion of which iGaming is estimated to exceed
• $111 billion — of which iGaming is estimated to exceed $111 billion or about 24% of TAM. The market is expe
• $621 billion — TAM. The market is expected to grow to $621 billion by 2026, of which online gaming is expe
• $183 billion — nline gaming is expected to account for $183 billion or about 30% of TAM. This estimated gro

Filing Documents

• g083941_s1.htm (S-1/A) — 2226KB
• g083941_ex3-1ii.htm (EX-3.1II) — 2KB
• g083941_ex10-1.htm (EX-10.1) — 117KB
• g083941_ex10-17.htm (EX-10.17) — 95KB
• g083941_ex10-19.htm (EX-10.19) — 49KB
• g083941_ex10-21.htm (EX-10.21) — 68KB
• g083941_ex10-29.htm (EX-10.29) — 14KB
• g083941_ex21-1.htm (EX-21.1) — 3KB
• g083941_ex23-2.htm (EX-23.2) — 3KB
• g083941_ex99-1.htm (EX-99.1) — 2KB
• img001_v1.jpg (GRAPHIC) — 13KB
• img002_v1.jpg (GRAPHIC) — 372KB
• img003_v1.jpg (GRAPHIC) — 126KB
• img004_v1.jpg (GRAPHIC) — 100KB
• img001_v14.jpg (GRAPHIC) — 195KB
• img002_v14.jpg (GRAPHIC) — 151KB
• img003_v14.jpg (GRAPHIC) — 215KB
• img005_v14.jpg (GRAPHIC) — 168KB
• img006_v14.jpg (GRAPHIC) — 158KB
• img009.jpg (GRAPHIC) — 2KB
• ex3-1_img1.jpg (GRAPHIC) — 241KB
• ex3-1_img2.jpg (GRAPHIC) — 191KB
• img001_v3.jpg (GRAPHIC) — 3KB
• 0001753926-24-000115.txt (&nbsp;) — 5245KB

Underwriting

Underwriting discounts and commissions (1) $ Proceeds to us, before expenses $ (1)

Underwriting

Underwriting discounts and commissions exclude a non-accountable expense allowance equal to 1.0% of the initial public offering price payable to the underwriters. See &ldquo;Underwriting&rdquo; beginning on page 83 for additional information regarding underwriters&rsquo; compensation. We have granted a 45-day option to the representative of the underwriters to purchase up to 225,000 additional shares of our common stock, solely to cover over-allotments, if any. The underwriters expect to deliver the shares to purchasers on or about , 2024. ThinkEquity The date of this prospectus is , 2024 TABLE OF CONTENTS Prospectus Summary 1 Summary of The Offering 6 Summary of Consolidated Financial Data 7

Risk Factors

Risk Factors 8 Special Note Regarding Forward-Looking 37

Use Of Proceeds

Use Of Proceeds 39 Dividend Policy 39 Capitalization 40

Dilution

Dilution 41 Management&rsquo;s Discussion And Analysis Of Financial Condition And Results Of Operations 43

Business

Business 54 Management 67

Executive Compensation

Executive Compensation 72 Principal Shareholders 75 Certain Relationships And Related Party Transactions 76

Description Of Securities

Description Of Securities 78 Shares Eligible For Future Sale 81

Underwriting

Underwriting 83 Legal Matters 90 Experts 91 Where You Can Find Additional Information 91 Index To Consolidated Financial F-1 No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is accurate only as of its date. Market data and certain industry data and forecasts used throughout this prospectus were obtained from internal company surveys, market research, consultant surveys, publicly available information, reports of governmental agencies and industry publications and surveys. Industry surveys, publications, consultant surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. We have not independently verified any of the data from third party sources, nor have we ascertained the underlying economic assumptions relied upon therein. Similarly, internal surveys, industry forecasts and market research, which we believe to be reliable based on our management&rsquo;s knowledge of the industry, have not been independently verified. Forecasts are particularly likely to be inaccurate, especially over long periods of time. In addition, we do not necessarily know what assumptions regarding general economic growth were used in preparing the forecasts we cite. Statements as to our market position are based on the most currently available data. While we are not aware of any misstatements regarding the industry data presented in this prospectus, our estimates involve

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View this S-1/A filing on SEC EDGAR