Gamb 2025年年度报告和过渡报告

FORM20-F________________________________________________________ (Mark One) REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember31, 2024 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________________ to ____________________OR oSHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report _________ Commission file number:001-40634 Gambling.com Group Limited (Exact name of Registrant as specified in its charter)Jersey(Jurisdiction of incorporation or organization)Gambling.com Group Limited22 Grenville Street,St. Helier,Jersey,JE4 8PX, Channel Islands(Address of principal executive offices)Charles Gillespie, Chief Executive Officer+441534 676 000Gambling.com Group Limited22 Grenville Street,St. Helier,Jersey,JE4 8PX, Channel Islands(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)________________________________________________________ Securities registered or to be registered, pursuant to Section 12(b) of the Act Securities registered or to be registered pursuant to Section 12(g) of the Act:None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None Indicate the number of outstanding shares of each of the issuer’s classes of capital stock or common stock as of the close of business covered by the annualreport:34,762,899ordinary shares at December31, 2024 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesoNox If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934. YesoNox 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 Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days. YesxNoo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YesxNoo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See thedefinitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated fileroAccelerated filerxNon-accelerated fileroEmerging growth companyx Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.o If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflectthe correction of an error to previously issued financial statements.o Indicate by check mark whether any of those error corrections are restatements that required a recovery of analysis of incentive-based compensation received byany of the registrant’s executive officers during the relevant recovery period pursuant to 240.10D-1(b)o TABLE OF CONTENTS PRESENTATION OF FINANCIAL AND OTHER INFORMATIONSELECTED DEFINITIONSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS PART IITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERSITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE ITEM 3.KEY INFORMATIONA. [RESERVED]B. CAPITALIZATION AND INDEBTEDNESSC. REASONS FOR THE OFFER AND USE OF PROCEEDSD. RISK FACTORSITEM 4.INFORMATION ON THE COMPANYA. HISTORY AND DEVELOPMENT OF THE COMPANYB. BUSINESS OVERVIEWC. ORGANIZATIONAL STRUCTURED. PROPERTY, PLANT AND EQUIPMENTITEM 4A.UNRESOLVED STAFF COMMENTSITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTSA. OPERATING RESULTSB. LIQUIDITY AND CAPITAL RESOURCESC. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.D. TREND INFORMATIONE. CRITICAL ACCOUNTING ESTIMATESITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEESA. DIRECTORS AND SENIOR MANAGEMENTB. COMPENSATIONC. BOARD PRACTICESD. EMPLOYEESE. SHARE OWNERSHIPF. DISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDEDCOMPENSATIONITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONSA. MAJOR SHAREHOLDER