UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934 (Amendment No. __)
| High
Roller Technologies, Inc. |
| (Name
of Issuer) |
| Common
Stock, $0.001 par value per share |
| (Title
of Class of Securities) |
Charalambos
Kartoudes
Apostolou
Andrea 11, Hyper Tower
1st
Floor, Office 101, 4007 Mesa Geitonia
Limassol, Cypress
+35725504000 |
| (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) |
| Legendman
Investments 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 |
| Cyprus |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER |
| 0 |
| 8 |
SHARED
VOTING POWER |
| 503,731 |
| 9 |
SOLE
DISPOSITIVE POWER |
| 0 |
| 10 |
SHARED
DISPOSITIVE POWER |
| 503,731 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 503,731 |
| 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) |
| 6.09%(1) |
| 14 |
TYPE
OF REPORTING PERSON (See Instructions) |
| OO |
| |
|
|
|
(1)
Based on 8,265,850 shares of Common Stock outstanding as of October 22, 2024, as disclosed in the issuer’s Prospectus of
that date (“Prospectus”).
| 1 |
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| Charalambos
Kartoudes |
| 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 |
| Cyprus |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER |
| 0 |
| 8 |
SHARED
VOTING POWER |
| 503,731 |
| 9 |
SOLE
DISPOSITIVE POWER |
| 0 |
| 10 |
SHARED
DISPOSITIVE POWER |
| 503,731 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 503,731 |
| 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) |
| 6.09%
(1) |
| 14 |
TYPE
OF REPORTING PERSON (See Instructions) |
| IN |
| |
|
|
|
(1)
Based on 8,265,850 shares of Common Stock outstanding, as disclosed in the Prospectus.
| Item
1. | Security
and Issuer |
(a)
This Statement of Beneficial Ownership on Schedule 13D (“Statement”) relates to the common stock, $0.001 par value
per share (the “Common Stock”) of High Roller Technologies, Inc. (the “Issuer”).
(b)
The Issuer’s principal executive offices are located at 400 South 4th Street, Suite 500-#390, Las Vegas, Nevada 89101.
| Item
2. | Identity
and Background |
(a)
This Statement is filed by (i) Legendman Investments Ltd. (“Legendman”), an entity formed under the laws of Cyprus
and (ii) Charalambos Kartoudes (“Kartoudes”). Legendman and Kartoudes are sometimes referred to herein individually
as a “Reporting Person” and collectively as the “Reporting Persons.” The Reporting Persons are filing
this Statement jointly. Due to his position as a director of Legendman, Mr. Kartoudes may be deemed to share voting and dispositive
control over the shares of Common Stock that are directly owned by Legendman.
(b)
The address of the principal place of business for each of the Reporting Persons is Apostolou Andrea 11, Hyper Tower, 1st Floor,
Office 101, 4007 Mesa Geitonia, Limassol, Cyprus.
(c)
The principal business of Legendman is a holding company. The principal occupation of Kartoudes is serving as a director of Legendman.
(d)
During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e)
During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f)
Kartoudes is a citizen of Cyprus. Legendman is organized under the laws of Cyprus.
| Item
3. | Source
and Amount of Funds or Other Considerations |
Effective
October 21, 2024, 503,731 shares of Common Stock were distributed to Legendman as a dividend from a third-party holder of the
Issuer’s Common Stock.
The
source of the funds for all purchases and acquisitions by the Reporting Persons was personal funds.
| Item
4. | Purpose
of Transaction |
The
shares of common stock held by Legendman were acquired prior to closing of the initial public offering of securities of the Issuer
which closed on October 24, 2024 (the “Offering”). Except as described herein, the Reporting Persons do not have any
present plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j)
of Item 4 of Schedule 13D. However, the Reporting Persons reserve the right to formulate, in the future, plans or proposals which
may relate to or result in the transactions described in subparagraphs (a) through (j) of this Item 4.
The
Reporting Persons hold the securities of the Issuer for general investment purposes. The Reporting Persons reserve the right,
based on all relevant factors and subject to applicable law or other restrictions, at any time and from time to time, to acquire
additional shares of Common Stock or other securities of the Issuer, dispose of some or all of the shares of Common Stock or other
securities of the Issuer that they may own from time to time, in each case in open market or private transactions, block sales
or otherwise or pursuant to ordinary stock exchange transactions effected through one or more broker-dealers whether individually
or utilizing specific pricing or other instructions.
In
connection with the Offering, the directors and officers of the Issuer and substantially all of the security holders of the Issuer,
including the Reporting Persons, entered into lock-up agreements (“Lock-Up Agreements”), pursuant to which they agreed,
subject to certain exceptions, not to effect any direct or indirect sale, transfer or other disposition, for a period of twelve
(12) months from the date of effectiveness of the Offering in the case of the Issuer’s executive officers and directors
and holders of over 10% of the Issuer’s securities (which includes the Reporting Persons), and for a period of six (6) months
from the date of effectiveness of the Offering for other holders of Common Stock and securities exercisable for or convertible
into Common Stock. The foregoing description of the Lock-Up Agreements is a summary only and is qualified by reference to such
description and the full text of the form of Lock-Up Agreement, which is incorporated by reference as Exhibit 1 to this Schedule
13D and is incorporated herein by reference.
| Item
5. | Interest
in Securities of the Issuer |
The
information contained in Items 3 and 4 of this Schedule 13D are incorporated into this Item 5 by reference.
(a)
and (b) See Rows 7-11 and 13 of the cover page of this Schedule 13D and Item 2 above.
(c)
Except as reported in this Schedule 13D, including as disclosed under Item 3 above, none of the Reporting Persons has effected
any transactions in the Issuer’s securities within the past 60 days
(d)
No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the shares of Common Stock covered by this Schedule 13D.
(e)
Not applicable.
| Item
6. | Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
The
information contained in Items 3 and 4 of this Schedule 13D are incorporated into this Item 6 by reference.
| 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.
| |
|
| |
|
LEGENDMAN INVESTMENTS LIMITED |
| |
|
|
| |
By: |
/s/
Charalambos Kartoudes |
| |
|
Name: Charalambos Kartoudes |
| |
|
Title: Director |
| |
|
|
| |
|
CHARALAMBOS KARTOUDES |
| |
|
|
| |
By: |
/s/
Charalambos Kartoudes |
| |
|
Name: Charalambos Kartoudes |
| |
|
|
High Roller Technologies (AMEX:ROLR)
過去 株価チャート
から 10 2024 まで 11 2024
High Roller Technologies (AMEX:ROLR)
過去 株価チャート
から 11 2023 まで 11 2024
