High Roller Technologies Inc美股招股说明书(2026-03-25版)

357,143 Shares of Common Stock Pursuant to this prospectus, the selling stockholder identified herein (the “Selling Stockholder”) is offering on a resale basis anaggregate of 357,143 shares (the “Shares”) of common stock, par value $0.001 per share, of High Roller Technologies, Inc. We are not selling any shares of our common stock under this prospectus and will not receive any of the proceeds from the sale of theShares by the Selling Stockholder. The Selling Stockholder may sell or otherwise dispose of the Shares in a number of different ways and at varying prices. We providemore information about how the Selling Stockholder may sell or otherwise dispose of the Shares covered by this prospectus in thesection entitled “Plan of Distribution” on page 10. Discounts, concessions, commissions and similar selling expenses attributable tothe sale of the Shares will be borne by the Selling Stockholder. We will pay all expenses (other than discounts, concessions,commissions and similar selling expenses) relating to the registration of the Shares with the Securities and Exchange Commission (the“SEC”). Our common stock is listed on the NYSE American under the symbol “ROLR”. On February 10, 2026, the last reported sale price ofour common stock was $4.85 per share. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 5 of this prospectus and undersimilar 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. The date of this prospectus is March 20, 2026 TABLE OF CONTENTS ABOUT THIS PROSPECTUSPROSPECTUS SUMMARYTHE OFFERINGRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDIVIDEND POLICYSELLING STOCKHOLDERPLAN OF DISTRIBUTIONDESCRIPTION OF CAPITAL STOCKLEGAL MATTERSEXPERTSINCORPORATION BY REFERENCEWHERE YOU CAN FIND MORE INFORMATION This prospectus is part of a registration statement that we have filed with the SEC pursuant to which the Selling Stockholder namedherein may, from time to time, offer and sell or otherwise dispose of the shares of our common stock covered by this prospectus. Youshould not assume that the information contained in this prospectus is accurate on any date subsequent to the date set forth on the frontcover of this prospectus or that any information we have incorporated by reference is correct on any date subsequent to the date of thedocument incorporated by reference, even though this prospectus is delivered or shares of common stock are sold or otherwisedisposed of on a later date. It is important for you to read and consider all information contained in this prospectus, including thedocuments incorporated by reference therein, in making your investment decision. You should also read and consider the informationin the documents to which we have referred you under “Where You Can Find More Information” and “Information Incorporated byReference” in this prospectus. We have not authorized anyone to give any information or to make any representation to you other than those contained orincorporated by reference in this prospectus. You must not rely upon any information or representation not contained or incorporatedby reference in this prospectus. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any of ourshares of common stock other than the shares of our common stock covered hereby, nor does this prospectus constitute an offer to sellor the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer orsolicitation in such jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States arerequired to inform themselves about, and to observe, any restrictions as to the offering and the distribution of this prospectusapplicable to those jurisdictions. PROSPECTUS SUMMARY This summary highlights information contained in greater detail elsewhere in this prospectus. This summary is not complete and doesnot contain all of the information you should consider in making your investment decision. You should read the entire prospectuscarefully before making an investment in our securities. You should carefully consider, among other things, our financial statementsand the related notes and the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Conditionand Results of Operations” included elsewhere in, or incorporated by reference into, this prospectus. Overview High Roller Technologies, Inc. (together, with its subsidiaries, unless the context otherwise indicates, “High Roller,” “we,”“us,” “our,” “ours”, or the “Company”) is an evolving and growth-oriented global online gaming operator.