UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

GAN LIMITED

 

(Exact name of registrant as specified in its charter)

 

Bermuda   Not Applicable
(State of incorporation or organization)   (I.R.S. Employer Identification No.)

 

Axe & Bottle Court, 70 Newcomen Street, London SE1 1YT

 

(Address, including zip code, of principal executive offices)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class
to be so registered
  Name of each exchange on which
each class is to be registered
Ordinary shares, par value $0.01 per share   The Nasdaq Capital Market

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. [X]

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. [  ]

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. [  ]

 

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333- 237372

 

Securities to be registered pursuant to Section 12(g) of the Act:

 

None.

 

 

 

 

 

 

Item 1. Description of Registrant’s Securities to be Registered.

 

The description of the ordinary shares, par value $0.01 per share, of GAN Limited, a Bermuda exempted company limited by shares (the “Registrant”), contained in the section entitled “Description of Capital Stock” in the prospectus included in the Registrant’s Registration Statement on Form F-1 (File No. 333-237372), initially filed with the Securities and Exchange Commission on March 25, 2020, as amended from time to time (the “Registration Statement”), is hereby incorporated by reference herein. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that are subsequently filed are hereby also incorporated by reference herein.

 

Item 2. Exhibits.

 

Pursuant to the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed because no other securities of the Registrant are registered on The Nasdaq Capital Market and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of Section l2 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

Dated: April 27, 2020.

 

  GAN LIMITED
     
  By /s/ Karen Flores
    Karen Flores
    Chief Financial Officer