United States securities and exchange commission logo
May 3, 2022
Dermot Smurfit
Chief Executive Officer
GAN Limited
400 Spectrum Center Drive, Suite 1900
Irvine, CA 92618
Re: GAN Limited
Form 10-K for the
Year Ended December 31, 2021
Filed April 15,
2022
File No. 001-39274
Dear Mr. Smurfit:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Year Ended December 31, 2021
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Key Performance Indicators, page 47
1. For the B2B Take Rate,
B2C Marketing Spend Ratio, and B2C Sports Margin metrics you
disclose the amount
these percentages changed in the Percent column rather than in the
"Amount" column. Please
revise to reflect the appropriate amount and percent changes.
For example, the
percent change of the B2B Take Rate should be (23.4)%, not (1.5)%.
2. You disclose on page 48
that the B2B Take Rate is the quotient of B2B net revenue over
the total gross revenue
and B2B net revenue is calculated by deducting from gross
revenue, the statutory
taxes, promotional bonuses and your B2B customer s share defined
by commercial
agreements. Please revise to state, if true, that the B2B net revenue is
B2B segment revenue and
gross revenue is Gross Operator Revenue, to better clarify
how this metric is
calculated.
Dermot Smurfit
GAN Limited
May 3, 2022
Page 2
Item 8. Financial Statements and Supplemental Data, page 53
3. We note your restatement disclosures in the amended Forms 10-Q filed
on April 15,
2022. Please tell us why such errors did not impact periods prior to
January 1, 2021.
Notes to Consolidated Financial Statements
Note 3 - Summary of Significant Accounting Policies
Goodwill, page 64
4. We note your disclosures here, as well as on page 40, but it is
unclear whether or what
goodwill impairment testing was performed in 2021. Please tell us and
revise to disclose
if a test was performed and, if so, whether it was a qualitative or
quantitative test. If
qualitative, disclose whether it was more likely than not that the
fair value of the reporting
units are less than the respective carrying amounts, including
goodwill. If quantitative,
tell us the percentage by which the fair value exceeded the carrying
value for each of your
reporting units. To the extent either reporting unit is at risk of
failing step one of the
goodwill impairment test, disclose the percentage by which the fair
value exceeded the
carrying value and describe any potential events and/or changes in
circumstances that
could reasonably be expected to negatively affect any key assumptions.
If you determined
that the estimated fair value substantially exceeded the carrying
value of your reporting
units, please disclose such determination.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Melissa Kindelan, Senior Staff Accountant, at (202)
551-3564 or
Christine Dietz, Senior Staff Accountant, at (202) 551-3408 with any questions.
FirstName LastNameDermot Smurfit Sincerely,
Comapany NameGAN Limited
Division of
Corporation Finance
May 3, 2022 Page 2 Office of
Technology
FirstName LastName