Form SC 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]
06 Novembre 2024 - 3:48AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934 (Amendment No. 1)
| High
Roller Technologies, Inc. |
| (Name
of Issuer) |
| Common
Stock, $0.001 par value per share |
| (Title
of Class of Securities) |
Brandon
Eachus
c/o
High Roller Technologies, Inc.
400
South 4th Street, Suite 500-#390
Las Vegas, Nevada 89101
(702)
509-5244 |
| (Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| October
23, 2024 |
| (Date
of Event which Requires Filing of this Statement) |
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b)
for other parties to whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE
13D
| 1 |
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| Cascadia
Holdings Limited |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ☐
(b) ☒ |
| 3 |
SEC
USE ONLY |
| |
| 4 |
SOURCE
OF FUNDS (See Instructions) |
| PF |
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
| ☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
| Malta |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER |
| 0 |
| 8 |
SHARED
VOTING POWER |
| 3,358,955(1) |
| 9 |
SOLE
DISPOSITIVE POWER |
| 0 |
| 10 |
SHARED
DISPOSITIVE POWER |
| 3,358,955(1) |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 3,358,955(1) |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
| ☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 40.6%(2) |
| 14 |
TYPE
OF REPORTING PERSON (See Instructions) |
| OO |
| |
|
|
|
(1)
Securities disclosed herein consist of (i) 2,588,395 shares of the Issuer’s common stock, par value $0.001 per share (the “Common
Stock”), held by Cascadia Holdings Limited (“Cascadia”) and (ii) 731,388 shares of Common Stock and warrants to purchase
39,172 shares of Common Stock, beneficially held by Spike Up Media A.B. and Spike Up Media LLC, which are subsidiaries of Ellmount Interactive
AB (collectively “Ellmount”).
(2)
Based on 8,265,850 shares of Common Stock outstanding as of October 24, 2024, as disclosed in the Prospectus.
Page
2
| 1 |
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| Brandon
Eachus |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ☐
(b) ☒ |
| 3 |
SEC
USE ONLY |
| |
| 4 |
SOURCE
OF FUNDS (See Instructions) |
| PF |
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
| ☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
| United
States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER |
| 31,250 |
| 8 |
SHARED
VOTING POWER |
| 3,390,205(1) |
| 9 |
SOLE
DISPOSITIVE POWER |
| 0 |
| 10 |
SHARED
DISPOSITIVE POWER |
| 3,390,205 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 3,390,205(1) |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
| ☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 41.0%(2) |
| 14 |
TYPE
OF REPORTING PERSON (See Instructions) |
| IN |
| |
|
|
|
(1)
Securities disclosed herein consist of (i) 2,588,395 shares of the Issuer’s common stock, par value $0.001 per share (the “Common
Stock”), held by Cascadia Holdings Limited (“Cascadia”), (ii) 31,250 shares of the Issuer’s Common Stock purchased
by Brandon Eachus in the initial public offering (“Offering”), and (iii) 731,388 shares of Common Stock and warrants to purchase
39,172 shares of Common Stock beneficially held by Ellmount.
(2)
Based on 8,265,850 shares of Common Stock outstanding as of October 24, 2024, as disclosed in the Prospectus.
| 1 |
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| Michael
Cribari |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ☐
(b)
☒ |
| 3 |
SEC
USE ONLY |
| |
| 4 |
SOURCE
OF FUNDS (See Instructions) |
| PF |
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
| ☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
| United
States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER |
| 31,250 |
| 8 |
SHARED
VOTING POWER |
| 3,390,205(1) |
| 9 |
SOLE
DISPOSITIVE POWER |
| 0 |
| 10 |
SHARED
DISPOSITIVE POWER |
| 3,390,205(1) |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 3,390,205(1) |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
| ☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 41.0%(2) |
| 14 |
TYPE
OF REPORTING PERSON (See Instructions) |
| IN |
| |
|
|
|
(1)
Securities disclosed herein consist of (i) 2,588,395 shares of the Issuer’s common stock, par value $0.001 per share (the “Common
Stock”), held by Cascadia Holdings Limited (“Cascadia”), (ii) 31,250 shares of the Issuer’s Common Stock purchased
by Michael Cribari in the Offering, and (iii) 731,388 shares of Common Stock and warrants to purchase 39,172 shares of Common Stock beneficially
held by Ellmount.
(2)
Based on 8,265,850 shares of Common Stock outstanding as of October 24, 2024, as disclosed in the Prospectus.
| 1 |
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| Jeff
Smith |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ☐
(b) ☒ |
| 3 |
SEC
USE ONLY |
| |
| 4 |
SOURCE
OF FUNDS (See Instructions) |
| PF |
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
| ☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
| United
States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER |
| 0 |
| 8 |
SHARED
VOTING POWER |
| 3,358,955(1) |
| 9 |
SOLE
DISPOSITIVE POWER |
| 0 |
| 10 |
SHARED
DISPOSITIVE POWER |
| 3,358,955(1) |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 3,358,955(1) |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
| ☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 40.6%(2) |
| 14 |
TYPE
OF REPORTING PERSON (See Instructions) |
| IN |
| |
|
|
|
(1)
Securities disclosed herein consist of (i) 2,588,395 shares of the Issuer’s common stock, par value $0.001 per share (the “Common
Stock”), held by Cascadia Holdings Limited (“Cascadia”), (ii) 731,388 shares of Common Stock and warrants to purchase
39,172 shares of Common Stock beneficially held by Ellmount.
(2)
Based on 8,265,850 shares of Common Stock outstanding as of October 24, 2024, as disclosed in the Prospectus.
This statement constitutes Amendment No. 1 (“Amendment”)
to the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on behalf of the Reporting Persons on November
5, 2024 (the “Schedule 13D”), with respect to the common stock, $0.001 par value, of High Roller Technologies, Inc., a Delaware
corporation. This Amendment is being filed in order to correct exhibit and hyperlinks within the Schedule 13D. Capitalized terms not otherwise
defined herein shall have the meanings ascribed thereto in the Schedule 13D.
| |
Item 7. |
Material to Be Filed as Exhibits |
Signature
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
| |
|
| |
|
CASCADIA HOLDINGS LIMITED |
| |
|
|
| |
By: |
/s/ Brandon
Eachus |
| |
|
Name: Brandon Eachus |
| |
|
Title: Director |
| |
|
|
| |
|
BRANDON EACHUS |
| |
|
|
| |
By: |
/s/ Brandon
Eachus |
| |
|
Name: Brandon Eachus |
| |
|
|
| |
|
MICHAEL CRIBARI |
| |
|
|
| |
By: |
/s/ Michael
Cribari |
| |
|
Name: Michael Cribari |
| |
|
|
| |
|
JEFF SMITH |
| |
|
|
| |
By: |
/s/ Jeff Smith |
| |
|
Name: Jeff Smith |
Exhibit
4
AGREEMENT
JOINT
FILING OF SCHEDULE 13D
The
undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto
reporting each of the undersigned’s ownership of securities of High Roller Technologies, Inc., and hereby affirm that such Schedule
13D is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the
Securities Exchange Act of 1934. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments,
and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the
completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe
that such information is inaccurate.
The
undersigned hereby executed this Agreement Joint Filing of Schedule 13D on this 1st day of November 2024.
| |
|
CASCADIA HOLDINGS LIMITED |
| |
|
|
| |
By: |
/s/ Brandon
Eachus |
| |
|
Name: Brandon Eachus |
| |
|
Title: Director |
| |
|
|
| |
|
BRANDON EACHUS |
| |
|
|
| |
By: |
/s/ Brandon
Eachus |
| |
|
Name: Brandon Eachus |
| |
|
|
| |
|
MICHAEL CRIBARI |
| |
|
|
| |
By: |
/s/ Michael
Cribari |
| |
|
Name: Michael Cribari |
| |
|
|
| |
|
JEFF SMITH |
| |
|
|
| |
By: |
/s/ Jeff Smith |
| |
|
Name: Jeff Smith |
High Roller Technologies (AMEX:ROLR)
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