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April 17, 2020

VIA EDGAR AND ELECTRONIC MAIL

Edwin Kim, Esq.

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Ladies and Gentlemen:

We are writing on behalf of GAN Limited (the “Company”) in response to the letter from the staff of the Division of Corporation Finance (the "Staff") of the Securities and Exchange Commission (the “Commission”) dated April 8, 2020 (the “Comment Letter”) relating to the above-referenced filing. The Company is concurrently filing an Amendment No. 1 to Registration Statement on Form F-1 (the “Registration Statement”).

Set forth below are the Company's responses to the comments raised in the Comment Letter. For the convenience of the Staff, each comment in the Comment Letter is reprinted in bold and is followed by the corresponding response of the Company.

Registration Statement on Form F-1

Industry and Market Data, page iii

1. We note your response to prior comment 1 regarding the sources of your industry and market data. Please revise to provide more details of the reports cited, including the titles and dates of the referenced reports. Further, for your commissioned report from Eilers & Krejcik Gaming, LLC, please provide a consent pursuant to Rule 436.

Response: The Company has revised the disclosure to provide additional details of the reports cited, including the titles and dates of the referenced reports. See page iii of the Registration Statement. The Company has filed the consent of Eilers & Krejcik Gaming, LLC pursuant to Rule 436.

Risk Factors

We rely on a small number of customers for a substantial portion of our revenues..., page 16

2. In response to prior comment 5, you state that you had a second customer, Winstar Casino, that represented 19.8% of your 2019 revenue. Please disclose the material terms of your agreement with Winstar Casino. In addition, given that FanDuel Group, Inc. accounted for 46.3% of your revenue in 2019, please file the agreements with FanDuel pursuant to Item 601(b)(10) of Regulation S-K, or explain why you are not substantially dependent upon those agreements.

Response: The Company has added disclosure concerning the material terms of its commercial arrangements with WinStar Casino. We moved the detailed discussion of the commercial terms with both WinStar Casino and FanDuel Group, Inc. (“FanDuel”) to the section on “Business—Customers and Ecosystem.” See page 72 of the Registration Statement.

The Company respectfully submits that it is not substantially dependent on its agreements with FanDuel. The Company does not obtain technology from FanDuel as part of its GameSTACK platform, or to support its operations for any other customer. FanDuel is a customer; the Company’s principal benefit from the FanDuel agreements is the revenue and related contribution to operating income. While the revenue generated by FanDuel was significant for 2019, the Company is not dependent on that revenue to support its operations. Three factors contributed to FanDuel comprising such a significant portion of the Company’s 2019 revenues. First, the Company’s business is expanding from a smaller revenue base, and as a significant early customer, FanDuel represented an outsized portion of revenues during the inflection. Second, FanDuel was an early mover into new states including New Jersey, Pennsylvania and Indiana, promptly following the legalization of real money iGaming in those jurisdictions. The Company is not restricted from, and is actively signing, additional customers for services in those jurisdictions. Third, as described in the Registration Statement, the income derived from FanDuel in 2019 included $4.0 million related to a one-time license fee. Revenue from the FanDuel agreements is expected to comprise a lower percentage of the Company’s total net revenues for 2020.

We are a smaller reporting company based on the SECs amendments..., page 29

3. We note your risk factor that you currently qualify as a smaller reporting company. Please note that a foreign private issuer are not eligible to use the requirements for smaller reporting companies unless it uses the forms and rules for domestic issuers. Please revise. Refer to SEC Release No. 34-88365.

Response: In response to the Staff’s comment, the Company has removed this risk factor.

Capitalization, page 40

4. Please explain how the pro forma amounts represent those of GAN Limited. In this regard, we note that the pro forma column should present the prospective share capital balance of GAN Limited, instead of what appears to be GAN plc's share capital balance. Please advise.

Response: The Company has revised the pro forma amounts for GAN Limited in the capitalization Please see page 40 of the Registration Statement.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations, page 53

5. We note the revised disclosures provided in response to prior comment 14. Please revise to also provide a discussion of segment profit. Refer to Item 5 of Form 20-F and Section III.B.2 of SEC Release 33-8350.

Response: The Company has revised the disclosure to add a discussion of profit on an operating segment basis, with reference to the guidance cited by the Staff. Please see page 56 of the Registration Statement.

Internal Control Over Financial Reporting, page 60

6. Please revise to provide an update as of December 31, 2019.

Response: The Company has revised the disclosure to include management’s assessment of the effectiveness of internal controls over financial reporting as of December 31, 2019. Please see page 62 of the Registration Statement.

Comparison to Delaware Law and Bermudan Law, page 86

7. We note that your description of your bylaws no longer requires a director to disclose interested transactions that involve immediate family members and no longer provides that the board may vote to exclude the interested director from voting on such transactions. Please add a risk factor to discuss the potential conflicts of interests of your directors and the impact of the changes to your bylaws.

Response: The Company has revised its bye-laws to conform with the prior summary description, and re-inserted the disclosure of interested transactions that involve immediate family members. See page 90 of the Registration Statement and paragraphs 124 and 125 of the Bye-laws included in Exhibit 3.2 of the Registration Statement. In light of this change, the Company respectfully submits that a risk factor to discuss director conflicts of interests is unnecessary, because the risk is not one of the most significant factors that make the offering contemplated by the Registration Statement speculative or risky, as provided in Item 503(c) of Regulation S-K.

Consolidated Financial Statements

Note 2. Summary of Significant Accounting Policies

(g) Revenue Recognition, page F-12

8. We note your disclosure that your arrangements do not provide the customer with the right to take possession or control of your IP. However, we also note disclosure on page 5 that your real money iGaming customers must physically deploy your platform within their state’s borders and that your software is deployed inside of your customers’ data centers. Please explain to us what you mean by “deploy” and specifically explain how a customer is able to deploy your software without taking possession.

Response: The Company uses the term “deployment” in this context to encompass the activity of installing physical servers inside the customer's data center which are then connected to the Internet and taken sole control of by the Company’s employees from the Company's offices. While the Company’s software is deployed inside the customer’s data center, the customer does not have access to the underlying code nor take ownership of the Company’s software or IP. The nature of the SaaS arrangement is that of a “right to access” the software in its current form in a specified time period. The Company’s performance obligations are to provide services directly to its commercial partner customer to support the customer in its delivery of services to the player end user while the Company retains overall control of the assets. The Company’s customer pays a monthly fee, calculated as a percentage of their revenue, to use the Company’s software and the Company may “turn off” the enterprise software platform services if a customer doesn’t comply with the terms of the agreement.

9. You disclose that revenue from real money and simulated iGaming is recognized over time. Please tell us how you determined that recognition of revenue over time was appropriate and tell us which of the criteria in paragraph 35 of IFRS 15 was met. Also, revise to disclose the methods used to recognize revenue and an explanation of why the methods used provide a faithful depiction of the transfer of goods or services. Refer to paragraph 124 of IFRS 15.

Response: In determining whether the revenue recognized from the provision of enterprise software-as-a-service (“SaaS”) platform offerings are delivered at a point in time or over time the Company considered the requirements of IFRS 15. For revenues attributable to real money and simulated iGaming, the Company considers its performance obligation to be the provision of its software to its customer which is the casino operator.

In accordance with IFRS 15 paragraph 32, the Company makes a determination at the inception of each arrangement whether each performance obligation meets the criteria for “over time” or “point in time” recognition. For revenues attributable to the Company’s performance obligations for the enterprise real money and simulated iGaming SaaS platform delivered to its customers, the Company considered IFRS 15 paragraph 35(a) and determined that the customer simultaneously receives and consumes the benefits of its software. The customer does not control the software, having only a right of access. The customer has no contractual ongoing right to use the Company’s software, unless the customer continues to pay for the software. In addition, there are other ongoing services that the Company provides to the customer over time in connection with the real money and simulated iGaming products which prevent the revenue from the contract with the customer being recognized at the inception of the contract.

The Company has also considered the application guidance included in IFRS 15 paragraph B58 on Software licenses and the recognition over time as noted below:

IFRS 15.B58 The nature of an entity's promise in granting a license is a promise to provide a right to access the entity's intellectual property if all of the following criteria are met:

(a) the contract requires, or the customer reasonably expects, that the entity will undertake activities that significantly affect the intellectual property to which the customer has rights (see paragraphs B59 and B59A);

(b) the rights granted by the license directly expose the customer to any positive or negative effects of the entity's activities identified in paragraph B58(a); and

(c) those activities do not result in the transfer of a good or a service to the customer as those activities occur (see paragraph 25).

In accordance with the Staff’s comments, the Company has revised the disclosure to describe the methods used to recognize revenue and to include an explanation of why the methods used provide a faithful depiction of the transfer of goods or services, referring to paragraph 124 of IFRS 15. Please see page F-12 of the Registration Statement.

Note 3. Critical Accounting Estimates and Judgments

Revenue Recognition, page F-20

10. We note the revised disclosures provided in response to prior comment 18; however, it remains unclear to us whether you are the principal or agent for your real money and simulated iGaming and how you arrived at those conclusions. Please clarify for us, and revise your disclosures to clearly state, whether you are the principal or agent for these arrangements. In your response, please provide a detailed analysis supporting how you arrived at the principal vs agent conclusions and refer to the considerations in paragraphs B34 – B38 of IFRS 15 in your response. As part of your response, specify who controls the good or service before it is transferred to the customer. Please provide a separate analysis for your real money iGaming arrangements and for your simulated iGaming arrangements.

Response: In accordance with IFRS paragraph 31 an entity shall recognize revenue when (or as) the entity satisfies a performance obligation by transferring a promised good or service (i.e. an asset) to a customer. An asset is transferred when (or as) the customer obtains control of that asset.

For revenues attributable to real money and simulated iGaming, the Company’s performance obligation is typically limited to the provision of its software to its customer, the casino operator. The Company recognizes as revenues the payments that it receives from its customer for the provision of those services.

In making this determination, the Company considers at the instance of each arrangement who owns the relationship with the end-user player as a key determinant in which party controls the goods or services being provided to the player. Typically, the Company’s commercial arrangements provide for the Company to provide the casino operator with a right to access its software platform. The casino operator controls the URL for the online casino, controls its trademarks and branding, controls the gaming content and maintains ownership of the customer database and loyalty programs related to players in the online casino. For nearly all instances, the casino operator is the licensed entity which is legally permitted to offer the real money iGaming to the players. In one instance related to a business to consumer (B2C) site, the Company uses an operating license that it holds from the U.K. Gambling Commission to operate an online casino. However, even this situation, the casino operator, other than where necessary from a regulatory perspective, has control over the operation and owns the relationship with the player and the player database.

The Company arrived at this determination after consideration and application of the requirements of IFRS15 paragraphs B34 – B38 to both real money and simulated iGaming activities as follows:

11. We note your disclosure that when you are the principal you record the revenue share, which represents the revenue exclusive of your customer’s share of the proceeds, as revenue. If you are the principal, please explain to us, why you are recording revenue net of the customer’s share.

Response: In response to the Staff’s comments, the Company has corrected its disclosures to clarify that revenue recognition is driven by the analysis of the performance obligation that the Company is providing and the determination of the casino operator, and not the end user player, as the Company’s customer as described the response to Comment 10. See Note 3. Critical Accounting Estimates and Judgments and page F-20 Revenue Recognition of the Registration Statement.

12. You disclose that for certain contracts in the real money gaming segment revenue is recorded net of royalty costs. Please tell us more about these arrangements, including the nature of the services provided and explain your basis for recognizing revenue net of royalty costs. Refer to the authoritative guidance that supports your accounting.

Response: The Company’s real money and simulated iGaming and sportsbook enterprise software platform offerings include iGaming content licensing services. The GameSTACK platform is capable of supporting, and the Company makes available to its customers, both proprietary and third-party licensed gaming content. The Company’s casino operator customers generally control the determination of which gaming content will be offered in their online casinos.

Where a customer directs the Company to provide proprietary GAN gaming content, it acts as principal in providing the content licensing services, recording the related revenue as gross. In accordance with IFRS 15 paragraph 31, where the customer directs the Company to procure third party gaming content, the Company is deemed to be the agent in providing the content licensing services, recording the corresponding revenue net of licensing costs paid to the owners that content.

The Company acts as principal in a majority of its simulated iGaming and Italy-based real money iGaming content licensing service arrangements and is primarily agent in a majority of its US-based real money iGaming content licensing service arrangements.

General

13. We note your disclosure on page 51 regarding the impact of the COVID-19 pandemic on your operations due to the suspension of sports events and the closing of land-based casinos. You indicate that you considered that approximately 10% of your total revenues in 2019 are generated from sportsbook gambling in conducting a going concern assessment. To the extent material, discuss whether the company also considered the impact to other platforms such as fantasy sports gaming platforms and whether the overall potential decrease in users may result in a material impact in real money iGaming activities and resulting revenues.

Response: The Company has enhanced its disclosures related to experienced and anticipated impacts of the COVID-19 pandemic on its operations. See pages 53 and 54 of the Registration Statement.

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We sincerely appreciate the Staff’s comments. If you have any additional questions or need any information, please do not hesitate to contact us by phone or email at the addresses listed above