Form SCHEDULE 13D/A High Roller Technologies Filed by: Cascadia Holdings Ltd
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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High Roller Technologies, Inc. (Name of Issuer) |
Common Stock, $0.001 par value per share (Title of Class of Securities) |
(CUSIP Number) |
Brandon Eachus c/o High Roller Technologies, Inc., 400 South 4th Street, Suite 500-#390 Las Vegas, NV, 89101 (702) 509-5244 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/28/2026 (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.
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
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| CUSIP No. |
| 1 |
Name of reporting person
Cascadia Holdings Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(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)
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| 6 | Citizenship or place of organization
MALTA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,644,423.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
24 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Securities disclosed herein consist of (i) 1,800,748 shares of the Issuer's common stock, par value $0.001 per share, held directly by Cascadia Holdings Limited ("Cascadia") and (ii) 804,503 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, indirect wholly owned subsidiaries of Cascadia. Beneficial ownership is based on 11,008,699 shares of common stock outstanding.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Brandon Eachus | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(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)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,749,391.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
24.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Securities disclosed herein consist of (i) 89,968 shares of common stock and fully vested options to purchase additional 15,000 shares of common stock of the Issuer held directly by Mr. Eachus, (ii) 1,800,748 shares of common stock held directly by Cascadia Holdings Limited ("Cascadia") and (iii) 804,503 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 indirect wholly owned subsidiaries of Cascadia. Beneficial ownership is based on 11,023,699 shares of common stock outstanding. Excludes derivative securities not exercisable within 60 days from the date of the filing of this Amendment No.2 to Schedule 13D.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Michael Cribari | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(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)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,705,475.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
24.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Securities disclosed herein consist of (i) 46,052 shares of common stock and fully vested options to purchase additional 15,000 shares of common stock of the Issuer held directly by Mr. Cribari, (ii) 1,800,748 shares of common stock held directly by Cascadia Holdings Limited ("Cascadia") and (iii) 804,503 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, indirect wholly owned subsidiaries of Cascadia. Beneficial ownership is based on 11,023,699 shares of common stock outstanding. Excludes derivative securities not exercisable within 60 days from the date of the filing of this Amendment No.2 to Schedule 13D.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.001 par value per share | |
| (b) | Name of Issuer:
High Roller Technologies, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
400 South 4th Street, Suite 500-#390, Las Vegas,
NEVADA
, 89101. | |
Item 1 Comment:
This Amendment No. 2 amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission (the "SEC") on November 5, 2024, as amended by Amendment No. 2 filed with the SEC on November 5, 2024, relating to the common stock of High Roller Technologies, Inc., a Delaware corporation (the "Issuer"). Except as set forth herein, the Schedule 13D is unmodified and remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | 1. As of April 28, 2026, pursuant to share redemption agreement between Cascadia and Jeff Smith, Cascadia distributed 787,648 shares of common stock of the Issuer to Mr. Smith pro rata to his interest in Cascadia for no additional consideration (the "Distribution").
2. Following the Distribution, Mr. Smith ceased to be a beneficial owner of the shares of common stock of the Issuer held by Cascadia and no longer has shared voting or shared dispositive power over shares of common stock of the Issuer held by Cascadia. Mr. Smith may be deemed to have a limited pecuniary interest in the Issuer shares held indirectly by Ellmount. | |
| (b) | The information contained on the cover pages to this Amendment is incorporated by reference herein. | |
| (c) | The Reporting Persons have not engaged in any transaction during the past 60 days involving the Common Stock of the Issuer. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
None | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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