UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

400 Spectrum Center Drive

Suite 1900

Irvine, CA 92618

(Address of principal executive offices, including ZIP code)

(702) 964-5777

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

EXPLANATORY NOTE

On January 5, 2021, GAN Limited filed a Current Report on Form 8-K (the “Form 8-K”) to report the acquisition by GAN Limited of Vincent Group p.l.c., a Malta public company (“Coolbet”). In Item 9.01(b) of the Form 8-K, GAN Limited (i) incorporated by reference to the Form F-1 Registration Statement (File No. 333-251163), initially filed by GAN Limited on December 7, 2020 (the “Form F-1”), the unaudited pro forma condensed combined financial information of GAN Limited giving effect to the acquisition of Coolbet, including the unaudited pro forma condensed combined statement of financial position as of September 30, 2020, and the unaudited pro forma condensed combined income statements for the nine months ended September 30, 2020 and for the year ended December 31, 2019, and the notes related thereto, which unaudited pro forma financial information was prepared in accordance with International Financial Reporting Standards and International Accounting Standards and Interpretations, as issued by the International Accounting Standards Board (“IFRS-IASB”), and (ii) disclosed its intent to seek a waiver, under Rule 3-13 of Regulation S-X (“Rule 3-13”), from the SEC Staff of the requirement to prepare and file separately such unaudited pro forma financial information in accordance with accounting principles generally accepted in the United States (U.S. GAAP).

On March 4, 2021, in response to our request, the Staff of the U.S. Securities and Exchange Commission (the “Staff”) notified GAN Limited that, pursuant to its authority in Rule 3-13, GAN Limited was permitted to substitute the Article 11 of Regulation S-X (“Article 11”) pro forma financial information giving effect to GAN Limited’s January 1, 2021 acquisition of Coolbet, prepared using the IFRS-IASB and as included in the Form F-1, for the required Article 11 pro forma financial information prepared using GAN Limited’s financial statements under U.S. GAAP that would otherwise be required in this Form 8-K.