Form 8-K - Current report

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event Reported): November 14, 2024

 

HIGH ROLLER TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Charter)

 

001-42202

(Commission File Number)

 

Delaware		87-4159815
(State or Other Jurisdiction of Incorporation)		(I.R.S. Employer Identification Number)

 

400 South 4th Street, Suite 500-#390
Las Vegas, Nevada 89101

(Address of principal executive offices, with zip code)

 

[phone]

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		ROLR		NYSE American LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Item 8.01. Other Events.

 

On November 14, 2024, High Roller Technologies, Inc. (the “Company”) issued a press release providing an update on the filing of its quarterly report on Form 10-Q for the period ended September 30, 2024, which, in accordance with Rules 13a-13 and 15d-13 under the Securities Exchange Act of 1934 (the “Act”), is due the later of 45 days after October 22, 2024, the effective date of the Company’s registration statement, or the date the Form 10-Q would otherwise be due. Pursuant to Rules 13a-13 and 15d-13 under the Act, the Company intends to file its quarterly report for the quarter ended September 30, 2024 on or before Friday, December 6, 2024.

 

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by this reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

99.1	Press Release of the registrant, dated November 14, 2024

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	HIGH ROLLER TECHNOLOGIES, INC.
Date: November 15, 2024	By:	/s/ Ben Clemes
		Ben Clemes Chief Executive Officer

 

 

 

Exhibit 99.1

 

High Roller Technologies Inc. Plans to File its Third Quarter Form 10-Q

Within 45-Days of the Effective Date of its IPO Registration Statement, as

Permitted by Exchange Act Rules

 

Exchange Act Rules 13a-13(a) and 15d-13(a), Estimated on or Before December 6, 2024

 

Company Pre-announces Consecutive Q3 over Q2 Revenue Growth of 30%

 

Las Vegas, Nevada, November 14, 2024 – High Roller Technologies, Inc. (“High Roller” and the “Company”) (NYSE American: ROLR), operator of www.HighRoller.com and www.Fruta.com, each a premium brand in online gaming and a destination for high rollers, today reported unaudited top-line revenue of $7.52 million for the third quarter ending September 30, 2024, reflecting a 30% increase over the previous quarter’s revenue of $5.80 million.

 

“This significant quarter-over-quarter revenue growth reflects the success of our pre-IPO strategy, focused on cost optimization and efficient marketing channels with strong returns,” commented Ben Clemes, CEO of High Roller Technologies.

 

Beyond topline revenue growth, the Company’s quarterly report on Form 10-Q will provide further disclosure of unaudited interim revenue and expenses recognized during the period to enable investors to evaluate the business’s performance during the periods presented.

 

In accordance with Exchange Act Rules 13a-13 and 15d-13, the Company’s first interim financial results, filed on Form 10-Q, following the effectiveness of its registration statement on October 24, 2024 and subsequent closing of its initial public offering, is due the later of 45 days after the effective date or the date the Form 10-Q would otherwise be due. The Company accordingly intends to file its unaudited quarterly report for the quarter end September 30, 2024 on or before Friday, December 6, 2024.

 

About High Roller Technologies, Inc. 

High Roller Technologies, Inc. operates as a global online gaming operator. The Company offers a compelling real money online casino platform with enhanced search engine optimization, direct API integrations, faster load times, and better scalability. High Roller Technologies serves customers worldwide.

 

 

 

 

Forward Looking Statements 

Certain statements in this press release constitute “forward-looking statements” within the meaning of the federal securities laws. Words such as “may,” “might,” “will,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend” or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward-looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, including without limitation those set forth in the Company’s filings with the SEC, not limited to Risk Factors relating to its business contained therein. Thus, actual results could be materially different. The Company expressly disclaims any obligation to update or alter statements whether as a result of new information, future events or otherwise, except as required by law.

 

Contact: 

[e-mail] 

800-460-1039

 

 

 

 

Cover	Nov. 14, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 14, 2024
Entity File Number	001-42202
Entity Registrant Name	HIGH ROLLER TECHNOLOGIES, INC.
Entity Central Index Key	0001947210
Entity Tax Identification Number	87-4159815
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	400 South 4th Street
Entity Address, Address Line Two	Suite 500-#390
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89101
City Area Code	(702)
Local Phone Number	509-5244
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	ROLR
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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