GAN Ltd 2024年度报告

FORM10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ For the fiscal year endedDecember 31,2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission file number:001-39274 GAN LIMITED (Exact name of registrant as specified in its charter) BermudaNot Applicable(State or other jurisdictionof incorporation or organization)(I.R.S. EmployerIdentification No.) 10845 Griffith Peak Drive,Suite 200Las Vegas,Nevada89135(833)565-0550(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange on which RegisteredTheNasdaqStock Market LLC Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☒Non-accelerated filer☐Smallerreporting company☒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 complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☒ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the registrant’s voting and non-voting ordinary shares held by non-affiliates as of June 30, 2024, based onlast sale price as reported on The Nasdaq Capital Market on that date, was approximately $72.1million. At March 4, 2025, there were45,796,224ordinary shares outstanding. Documents Incorporated by Reference: Certain portions, as expressly described in this report of the registrant’s definitive Proxy Statement for the2025 Annual ShareholderMeeting, to be filed within 120 days of December 31, 2024, are incorporated by reference into Part III, Items 10-14 of this Annual Report onForm 10-K. GAN LIMITED2024 ANNUAL REPORT ON FORM 10-KINDEX PagePART IItem 1.Business5Item 1A.Risk Factors18Item 1B.Unresolved Staff Comments33Item 1C.Cybersecurity33Item 2.Properties33Item 3.Legal Proceedings33Item 4.Mine Safety Disclosures33PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities34Item 6.[Reserved]34Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations35Item 7A.Quantitative and Qualitative Disclosures about Market Risk46Item 8.Financial Statements and Supplementary Data48Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure79Item 9A.Controls and Procedures79Item 9B.Other Information80Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections80PART IIIItem 10.Directors, Executive Officers and Corpo