As filed with the Securities and Exchange Commission on May 30, 2023
Registration No. 333- 271734
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GAN Limited
(Exact name of registrant as specified in its charter)
| Bermuda | Not applicable | Not applicable | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
400 Spectrum Center Drive, Suite 1900, Irvine, CA 92618
(833) 565-0550
(Address, including zip code, and telephone number, including area code of registrant’s principal executive offices)
Dermot Smurfit
Chief Executive Officer
GAN Limited
400 Spectrum Center Drive, Suite 1900, Irvine, CA 92618
(833) 565-0550
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Jeffrey H. Kuras
Honigman LLP
2290 First National Building
600 Woodward Avenue
Detroit, MI 48226
Tel: (313) 465-7446
Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, 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 ☐ | Smaller reporting 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 complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
We are filing this Amendment No. 1 (this “Amendment”) to our Registration Statement on Form S-1, Registration No. 333-271734, which was originally filed with the Securities and Exchange Commission on May 8, 2023 (the “Registration Statement”), as an exhibit-only filing to file Exhibit 10.14, Subscription Agreement, dated March 29, 2023, between the Company and Ainsworth Game Technology, Inc. No other information in the Registration Statement, including the prospectus that forms a part thereof, is being modified. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature page to the Registration Statement, and Exhibit 10.14 filed herewith. The prospectus that forms a part of the Registration Statement is unchanged and has therefore been omitted from this filing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
The following exhibits are incorporated by reference or filed herewith and made a part of this registration statement.
+ Indicates management contract or compensatory plan or arrangement.
* Previously Filed.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Irvine, State of California, on May 30, 2023.
| GAN Limited | ||
| By: | /s/ Dermot S. Smurfit | |
| Dermot S. Smurfit | ||
| Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Dermot S. Smurfit | Chief Executive Officer and Director | May 30, 2023 | ||
| Dermot S. Smurfit | (Principal Executive Officer) | |||
| /s/ Brian Chang | Chief Financial Officer | May 30, 2023 | ||
| Brian Chang | (Principal Financial and Accounting Officer) | |||
| * | Chairman and Director | May 30, 2023 | ||
| Seamus McGill | ||||
| * | Director | May 30, 2023 | ||
| Susan Bracey | ||||
| * | Director | May 30, 2023 | ||
| David Goldberg | ||||
| * | Director | May 30, 2023 | ||
| Michael Smurfit Jr. | ||||
| * | Director | May 30, 2023 | ||
| Eric Green |
| *By: | /s/ Dermot S. Smurfit | |
| Dermot S. Smurfit | ||
| Attorney-in-Fact |
