High Roller Technologies, Inc. — Major Shareholding Notification 2024

Nov 6, 2024

SC 13D/A 1 g084529_sc13da.htm SC 13D/A

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) |

42981K100
(CUSIP
Number)

| 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).

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SCHEDULE 13D

CUSIP No. 42981K100

| 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.

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Page 2

CUSIP No. 42981K100

| 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.

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CUSIP No. 42981K100

| 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.

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CUSIP No. 42981K100

| 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.

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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

Exhibit	Description
1.	Form of Lock-Up Agreement (incorporated by reference to Exhibit 1.1 to the Issuer’s Registration Statement on Form S-1/A, filed with the SEC on March 22, 2024).
2.	Warrant issued by the Issuer to Spike Up Media LLC (incorporated by reference to Exhibit 10.22 to the Issuer’s Registration Statement on Form S-1, filed with the SEC on December 20, 2023)
3.	High Roller Technologies, Inc. 2024 Equity Incentive Plan and forms of agreements thereunder (incorporated by reference to Exhibit 10.1 to the Issuer’s Registration Statement on Form S-1/A, filed with the SEC on January 18, 2024).
4.	Joint Filing Agreement, dated November 1, 2024.

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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

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