高轮科技有限責任公司美股招股说明书(2026-01-21版)

1,892,506 Shares of Common Stock High Roller Technologies, Inc. We are offering 1,892,506 shares of our common stock, par value $0.001 per share, at a public offering price of $13.21 per shareon abest efforts basis. We have engaged ThinkEquity LLC (the “placement agent”) to act as our exclusive placement agent in connection with this offering.The placement agent has agreed to use its reasonable best efforts to arrange for the sale of the securities offered by this prospectus. Theplacement agent is not purchasing or selling any of the securities we are offering and the placement agent is not required to arrange thepurchase or sale of any specific number or dollar amount of securities. We have agreed to pay placement agent fees to the placementagent as set forth in the table below, which assumes that we sell all of the securities offered by this prospectus. Since we will deliverthe securities to be issued in this offering upon our receipt of investor funds, there is no arrangement for funds to be received inescrow, trust or similar arrangement. There is no minimum offering requirement as a condition of closing of this offering. Becausethere is no minimum offering amount required as a condition to closing this offering, we may sell fewer than all of the securitiesoffered, which may significantly reduce the amount of proceeds received by us, and investors in this offering will not receive a refundin the event that we do not sell an amount of securities sufficient to pursue our business goals described in this prospectus. In addition, Our common stock is listed on the NYSE American under the symbol “ROLR”. On January 16, 2026, the last reported sale price ofour common stock was $16.88 per share. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-5 of this prospectus andunder similar headings in the documents incorporated by reference into this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. (1)Does not include a non-accountable expense allowance of 1% of the gross proceeds. See “Plan of Distribution” beginning onpage S-10 of this prospectus for additional information regarding placement agent fees and estimated expenses The delivery to purchasers of the securities in this offering is expected to be made on or about January 21, 2026, subject to satisfactionof certain customary closing conditions. ThinkEquity The date of this prospectus isJanuary 19, 2026 TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENT This document is part of the registration statement on Form S-3 that we filed with the Securities and Exchange Commission,or the SEC, using a “shelf” registration process (Registration File No. 333-291464) and consists of two parts. The first part is thisprospectus supplement, which describes the specific terms of this offering. The second part, the accompanying prospectus, gives moregeneral information, some of which may not apply to this offering. Generally, when we refer only to the “prospectus,” we are referring If information in this prospectus supplement is inconsistent with the accompanying prospectus or with any documentincorporated by reference that was filed with the SEC before the date of this prospectus supplement, you should rely on this prospectussupplement. This prospectus supplement, the accompanying prospectus and the documents incorporated into each by reference includeimportant information about us, the securities being offered and other information you should know before investing in our securities. You should rely only on this prospectus supplement, the accompanying prospectus, the documents incorporated or deemed tobe incorporated by reference herein or therein and any free writing prospectus prepared by us or on our behalf. We have not authorizedanyone to provide you with information that is in addition to or different from that contained or incorporated by reference in thisprospectus supplement, the accompanying prospectus and any free writing prospectus. If anyone provides you with different orinconsistent information, you should not rely on it. We are not offering to sell these securities in any jurisdiction where the offer or saleis not permitted. You should not assume that the information contained in this prospectus supplement, the accompanying prospectus or accompanying prospectus or any sale of our securities. Our business, financial condition, liquidity, results of operations and prospectsmay have changed since those dates. As used in this prospectus supplement and unless otherwise indicated, the terms “we,” “us,” “our,” “High Roller,” or the“Company” refer to High Roller Technologies, Inc. and its direct and indirect subsidiaries. PROSPECTUS SUMMARY Thissummary highlights selected infor