GAN Limited (GAN) 10-K 13 Mar 24 2023 FY Annual report Financial data

Cover

Cover - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Mar. 04, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-39274
Entity Registrant Name	GAN LIMITED
Entity Central Index Key	0001799332
Entity Incorporation, State or Country Code	D0
Entity Address, Address Line One	400 Spectrum Center Drive
Entity Address, Address Line Two	Suite 1900
Entity Address, City or Town	Irvine
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92618
City Area Code	(833)
Local Phone Number	565-0550
Title of 12(b) Security	Ordinary Shares, par value $0.01 per share
Trading Symbol	GAN
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	true
Entity Shell Company	false
Entity Public Float			$ 72.1
Entity Common Stock, Shares Outstanding		45,107,089
Documents Incorporated by Reference	Certain portions, as expressly described in this report of the registrant’s definitive Proxy Statement for the 2024 Annual Shareholder Meeting, to be filed within 120 days of December 31, 2023, are incorporated by reference into Part III, Items 10-14 of this Annual Report on Form 10-K.
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Auditor Name	GRANT THORNTON LLP
Auditor Location	Los Angeles, California
Auditor Firm ID	248

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands		Dec. 31, 2023	Dec. 31, 2022
Current assets
Cash		$ 38,578	$ 45,920
Accounts receivable, net of allowance for doubtful accounts of $244 and $250 at December 31, 2023 and December 31, 2022, respectively		11,417	13,808
Prepaid expenses		3,344	4,861
Other current assets		3,202	3,041
Total current assets		56,541	67,630
Capitalized software development costs, net		8,370	6,749
Intangible assets, net		12,358	24,955
Operating lease right-of-use assets, net	[1]	4,340	234
Other assets		5,895	3,512
Total assets		87,504	103,080
Current liabilities
Accounts payable		6,971	6,437
Accrued compensation and benefits		7,849	8,750
Accrued content license fees		4,024	2,214
Liabilities to users		10,185	10,683
Current operating lease liabilities		804	195
Other current liabilities		6,891	4,253
Total current liabilities		36,724	32,532
Deferred income taxes		3,793	4,218
Long-term debt		42,189	28,157
Content licensing liabilities			15,280
Non-current operating lease liabilities		3,577
Other liabilities		5,825	2,125
Total liabilities		92,108	82,312
Commitments and contingencies (Note 17)
Shareholders’ equity (deficit)
Ordinary shares, $0.01 par value, 100,000,000 shares authorized, 45,071,578 and 42,894,211 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively		451	429
Additional paid-in capital		336,552	328,998
Accumulated deficit		(309,305)	(274,861)
Accumulated other comprehensive loss		(32,302)	(33,798)
Total shareholders’ equity (deficit)		(4,604)	20,768
Total liabilities and shareholders’ equity (deficit)		$ 87,504	$ 103,080
[1]Operating lease right-of-use assets are recorded, net of accumulated amortization of $ 378 1,033

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Accounts receivable allowance for credit loss, current	$ 244	$ 250
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	45,071,578	42,894,211
Common stock, shares outstanding	45,071,578	42,894,211

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Revenue		$ 129,419	$ 141,528
Operating costs and expenses
Cost of revenue	[1]	38,700	41,634
Sales and marketing		28,972	28,303
Product and technology		38,243	35,195
General and administrative	[1]	36,657	37,848
Impairment			166,010
Restructuring			1,771
Depreciation and amortization		17,161	23,276
Total operating costs and expenses		159,733	334,037
Operating loss		(30,314)	(192,509)
Other loss, net		3,992	1,047
Loss before income taxes		(34,306)	(193,556)
Income tax expense		138	3,942
Net loss		$ (34,444)	$ (197,498)
Loss per share, basic		$ (0.78)	$ (4.66)
Loss per share, diluted		$ (0.78)	$ (4.66)
Weighted average ordinary shares outstanding, basic		44,180,600	42,359,523
Weighted average ordinary shares outstanding, diluted		44,180,600	42,359,523
[1]Excludes depreciation and amortization expense

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Net loss	$ (34,444)	$ (197,498)
Other comprehensive loss, net of tax
Foreign currency translation adjustments	1,496	(14,222)
Comprehensive loss	$ (32,948)	$ (211,720)

Consolidated Statements of Chan

Consolidated Statements of Changes in Shareholders' Equity (Deficit) - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Treasury Stock, Common [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Balance at Dec. 31, 2021	$ 422	$ 319,551		$ (76,360)	$ (19,576)	$ 224,037
Balance, shares at Dec. 31, 2021	42,250,743
Net loss				(197,498)		(197,498)
Foreign currency translation adjustments					(14,222)	(14,222)
Share-based compensation		7,611				7,611
Accrued liability settled through issuance of shares		913				913
Restricted share activity	$ 5	134				139
Restricted share activity, shares	471,489
Repurchase of restricted shares to pay tax liability (Note 9)	$ (1)	(268)				(269)
Repurchase of restricted shares to pay tax liability (Note 9), shares	(140,141)
Repurchases of ordinary shares			(1,006)			(1,006)
Repurchases of ordinary shares, shares	(303,113)
Ordinary share retirement	$ (3)		1,006	(1,003)
Issuance of ordinary shares upon exercise of share options	$ 4	718				722
Issuance of ordinary shares upon exercise of share options, shares	375,416
Issuance of ordinary shares upon ESPP purchases	$ 2	339				341
Issuance of ordinary shares upon ESPP purchases, shares	239,817
Balance at Dec. 31, 2022	$ 429	328,998		(274,861)	(33,798)	20,768
Balance, shares at Dec. 31, 2022	42,894,211
Net loss				(34,444)		(34,444)
Foreign currency translation adjustments					1,496	1,496
Share-based compensation		5,246				5,246
Restricted share activity	$ 8	306				314
Restricted share activity, shares	829,895
Repurchase of restricted shares to pay tax liability (Note 9)	$ (1)	(212)				(213)
Repurchase of restricted shares to pay tax liability (Note 9), shares	(142,004)
Issuance of ordinary shares upon exercise of share options	$ 1	201				$ 202
Issuance of ordinary shares upon exercise of share options, shares	181,516					181,516
Issuance of ordinary shares upon ESPP purchases	$ 1	63				$ 64
Issuance of ordinary shares upon ESPP purchases, shares	57,960
Issuance of ordinary shares in connection with Content Provider Agreement	$ 13	1,950				1,963
Issuance of ordinary shares in connection with Content Provider Agreement, shares	1,250,000
Balance at Dec. 31, 2023	$ 451	$ 336,552		$ (309,305)	$ (32,302)	$ (4,604)
Balance, shares at Dec. 31, 2023	45,071,578

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash Flows From Operating Activities
Net loss	$ (34,444)	$ (197,498)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of software and intangible assets	15,513	21,747
Depreciation on property and equipment and finance lease right-of-use assets	1,648	1,529
Non-cash interest and amortization of debt discount and debt issuance costs	3,978	582
Share-based compensation expense	5,397	7,070
Gain on extinguishment of content liability	(9,717)
Loss on extinguishment of debt	8,784
Change in fair value of synthetic equity	(830)
Impairment		166,010
Change in contingent consideration		(3,000)
Deferred income tax	(568)	3,250
Other	(100)	147
Changes in operating assets and liabilities, net of acquisition:
Accounts receivable	2,619	(5,934)
Prepaid expenses	1,593	(1,320)
Other current assets	741	41
Other assets	(473)	3,114
Accounts payable	382	1,383
Accrued compensation and benefits	(1,140)	(1,708)
Accrued content license fees	(464)
Liabilities to users	(861)	2,199
Other current liabilities	2,612	(939)
Other liabilities	1,765	2,078
Net cash used in operating activities	(3,565)	(1,249)
Cash Flows From Investing Activities
Expenditures for capitalized software development costs	(3,309)	(10,058)
Payments for content licensing arrangements		(6,000)
Purchases of gaming licenses	(411)	(1,115)
Purchases of property and equipment	(3,095)	(1,930)
Net cash used in investing activities	(6,815)	(19,103)
Cash Flows From Financing Activities
Proceeds from issuance of long-term debt	42,000	30,000
Paydown of debt principle	(30,000)
Payment of premiums on debt extinguishment	(7,267)
Payment of debt issuance costs	(3,137)	(2,425)
Proceeds from exercise of share options	202	722
Proceeds from issuance of ordinary shares upon ESPP purchase	66	341
Repurchases of ordinary shares		(1,006)
Repurchase of restricted shares to pay tax liability	(517)	(184)
Net cash provided by financing activities	1,347	27,448
Effect of foreign exchange rates on cash	1,691	(653)
Net increase (decrease) in cash	(7,342)	6,443
Cash, beginning of period	45,920	39,477
Cash, end of period	38,578	45,920
Supplemental Cash Flow Information
Interest	1,068	2,444
Income taxes	(268)	728
Intangible assets acquired in business acquisition included in current and long-term liabilities		24,876
Accrued liability settled through issuance of shares		913
Right-of-use asset obtained in exchange for new operating lease liabilities	4,718
Contract asset and contingent liability related to synthetic equity	$ 1,143

NATURE OF OPERATIONS

NATURE OF OPERATIONS	12 Months Ended
	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NATURE OF OPERATIONS	Note 1 – NATURE OF OPERATIONS GAN Limited (the “Parent,” and with its subsidiaries, collectively the “Company”) is an exempted company limited by shares, incorporated and registered in Bermuda. The Company is a business-to-business (“B2B”) supplier of a proprietary gaming system, GameSTACK™ (“GameSTACK”), which is used predominately by the U.S. land-based casino industry. For its B2B customers, GameSTACK is a turnkey technology solution for regulated real money internet gambling (“real money iGaming” or “RMiG”), online sports gaming, and virtual simulated gaming (“SIM”). In addition, the Company’s B2B segment offers GAN Sports, an in-house online and retail sports betting technology platform, through internet connected self-service kiosks deployed at casino properties and mobile solutions. The Company is also a business-to-consumer (“B2C”) developer and operator of an online sports betting and casino platform under its “Coolbet” brand, providing international users with access through www.coolbet.com to its sportsbook, casino games and poker products. The Company operates its B2C segment in markets across Northern Europe, Latin America, and Canada. On November 7, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with SEGA SAMMY CREATION INC., a Japanese corporation (“SEGA SAMMY CREATION”), and Arc Bermuda Limited, a Bermuda exempted company limited by shares and a wholly-owned subsidiary of SEGA SAMMY CREATION (“Merger Sub”), pursuant to which, subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will be merged with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of SEGA SAMMY CREATION (the “Merger”). SEGA SAMMY CREATION and Merger Sub are affiliates of SEGA SAMMY HOLDINGS, INC. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, at the effective time of the Merger, and as a result of the Merger (and without any action on the part of SEGA SAMMY CREATION, Merger Sub, the Company or any holder thereof): ● each of the Company’s ordinary shares issued immediately prior to the effective time of the Merger (other than shares held by SEGA SAMMY CREATION or Merger Sub, by the Company as a treasury share or by any person who properly asserts dissenters’ rights under Bermuda law) will be converted into the right to receive an amount in cash equal to $ 1.97 ● each of the Company’s outstanding restricted shares (whether vested or unvested) at the time of the Merger will become vested in full and non-forfeitable and will be converted into the right to receive the Merger Consideration; ● each of the Company’s outstanding restricted share units (whether vested or unvested) at the effective time of the Merger will become vested in full and will be automatically cancelled in exchange for the right to receive a single lump sum cash payment, without interest and subject to any applicable tax withholding, equal to the product of (a) the Merger Consideration and (b) the number of Company ordinary shares subject to such restricted share unit; and ● each of the Company’s outstanding options to acquire the Company ordinary shares (whether vested or unvested) at the effective time of the Merger will become vested in full and will be automatically cancelled in exchange for the right to receive a single lump sum cash payment, without interest and subject to any applicable tax withholding, equal to the product of (a) the excess, if any, of the Merger Consideration over the exercise price per share of the option and (b) the number of Company ordinary shares issuable upon the exercise in full of such option. Consummation of the Merger is not subject to a financing condition, but is subject to customary closing conditions, including (a) approval by the Company’s shareholders of the Merger Agreement, the Merger and the Statutory Merger Agreement, (b) receipt of applicable antitrust and CFIUS approvals or the expiration of applicable waiting periods, (c) absence of any order or injunction prohibiting the consummation of the Merger and (d) the accuracy of the Company’s representations and warranties contained in the Merger Agreement (subject to certain customary qualifications) and compliance by the Company with its agreements and covenants contained in the Merger Agreement. The closing of the Merger is also predicated upon receipt of approval of the Merger and change in control of the Company by all relevant gaming authorities. The Company anticipates that this will take some time, and that the closing of the Merger may not occur until late 2024 or early 2025. On February 13, 2024, the Company held a special general meeting of the shareholders of the Company to consider and vote upon the Merger Agreement, at which the shareholders approved the Merger Agreement.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the results of the Parent and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. During the second quarter of 2023, the Company completed a reorganization which resulted in the Company reclassifying its operating expenses between the sales and marketing, product and technology, and general and administrative. The following table provides the impact of operating expense reclassification for the year ended December 31, 2022. SCHEDULE OF IMPACT OF OPERATING EXPENSE RECLASSIFICATION For the Year Ended December 31, 2022 As previously Impact of operating As currently reported expense reclassification reported Operating expenses Sales and marketing $ 28,095 $ 208 $ 28,303 Product and technology 26,345 8,850 35,195 General and administrative (1) 46,906 (9,058 ) 37,848 Total operating expenses $ 101,346 $ — $ 101,346 (1) Excludes depreciation and amortization expense. Liquidity The accompanying consolidated financial statements have been prepared on the going concern basis. As of December 31, 2023, the Company had an accumulated deficit of $ 309.3 38.6 10.2 34.4 3.6 30.0 27.6 GAN LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share amounts) Additionally, the Company’s current financial condition, liquidity resources and planned near-term cash flows from operations are sensitive to changes in macro-economic conditions and the substantial variability inherent in the Company’s wager-based revenues streams. These factors along with the potential covenant breaches indicate uncertainty related to the ability of the Company to meet its current obligations as they come due. In the fourth quarter of 2022, the Company initiated plans to address its liquidity needs and improve its operations and cash position by (i) reducing and deferring personnel and operational costs for non-strategic initiatives, (ii) amending the Credit Facility to reduce cash interest obligations and amend financial covenants, (iii) identifying sources of additional capital, (iv) continuing investment in the growth areas of the Company’s consolidated operations, (v) continuing cost saving initiatives first implemented during the year ended December 31, 2022, and (vi) initiating a strategic review process to assess a range of strategic alternatives. On April 13, 2023, a subsidiary of the Company executed agreements to amend the Credit Facility to waive events of default, amend certain financial covenants, assign the rights to the Credit Facility from its existing lender to a third party, and increase the principal balance from $ 30.0 42.0 8.0 10.0 To the extent that the Company’s current resources, including its ability to generate operating cash flows, are insufficient to satisfy its cash requirements, the Company may seek additional equity or debt financing. The Company’s ability to do so depends on prevailing economic conditions and other factors, many of which are beyond management’s control. The Company does not currently have any such credit facilities or similar debt arrangements in place, outside of the Amended Credit Facility as described above, and cannot provide any assurance as to the availability or terms of any additional future financing that it may require to support its operations. If the needed financing is not available, or if the terms of financing are less desirable than expected, the Company may be forced to decrease its level of investment in new products and technologies, discontinue further expansion of the business, or scale back its existing operations, any of which could have an adverse impact on the Company and its financial prospects. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Due to the inherent uncertainties involved in making estimates, actual results could differ from the original estimates, and may require significant adjustments to these reported balances in future periods. Foreign Currency Translation and Transactions The Company’s reporting currency is the U.S. Dollar while the Company’s foreign subsidiaries use their local currencies as their functional currencies. The assets and liabilities of foreign subsidiaries are translated to U.S. Dollars based on the current exchange rate prevailing at each reporting period. Revenue and expenses are translated into U.S. Dollars using the average exchange rates prevailing for each period presented. Translation adjustments that arise from translating a foreign subsidiary’s financial statements from their functional currency to U.S. Dollars are reported as a separate component of accumulated other comprehensive loss in shareholders’ equity (deficit) . Gains and losses arising from transactions denominated in a currency other than the functional currency are included in general and administrative expense in the consolidated statements of operations as incurred. Foreign currency transaction and remeasurement gains and losses were a net loss of $ 2,104 and $ 969 for the years ended December 31, 2023 and 2022, respectively. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of its cash and trade receivables. The Company holds cash deposits in foreign countries, primarily in Northern Europe and Latin America, of approximately $ 30.7 Risks and Uncertainties Macroeconomic conditions can materially adversely affect the Company’s business, results of operations and financial condition. Recent adverse macroeconomic conditions, including inflation, higher interest rates, slower growth or recession, the strengthening of the U.S. dollar, and corresponding currency fluctuations can have an adverse material impact on the Company’s future results of operations, cash flows, and financial condition, particularly with respect to foreign currency adjustments relating to our international operations. Such conditions may also affect consumers’ willingness to make discretionary purchases, and therefore the Company, along with its casino operator customers, may experience a decline in wagering. A downturn in the economic environment can also lead to increased credit and collectability risk on the Company’s trade receivables, limitations on the Company’s ability to issue new debt, and reduced liquidity. GAN LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share amounts) Revenue Recognition Revenue from B2B Operations The Company’s revenue from its B2B operations are primarily from its internet gaming Software-as-a-Service (“SaaS”) platform, GameSTACK, that its customers use to provide real money internet gambling (“RMiG”), online sports gaming and simulated internet gaming (“SIM”) to its end users. The Company enters into contracts with its customers that generally range from three to five years and include renewal provisions. These contracts generally include provision of the internet gaming platform, content consisting of proprietary and third-party games, development services and support and marketing services. In certain cases, the contract may include computer hardware to be procured on behalf of the customer. The customers cannot take possession of the hosted GameSTACK software and the Company does not sell or license the GameSTACK software. The Company charges fees as consideration for use of its internet gaming system, game content, support and marketing services based on a fixed percentage of the casino operator’s net gaming revenue or net sportsbook win, at the time of settlement of an event for RMiG contracts, considered usage-based fees, or at the time of purchase for in-game virtual credit for SIM contracts. The determination of the fee charged to its customers is negotiated and varies significantly. Certain of these RMiG contracts provide the Company with a minimum monthly revenue guarantee in relation to the Company’s share of the casino operator’s net gaming revenue or net sportsbook win. At December 31, 2023, the remaining unsatisfied performance obligations related to fixed minimum guaranteed revenue totaled $ 48.6 the Company expects to satisfy $34.7 million within the next five-year period, and the remaining over a ten-year period The Company’s promise to provide the RMiG SaaS platform and content licensing services on the hosted software is a single performance obligation. This performance obligation is recognized over time, as the Company provides services to its customers in its delivery of services to the player end user. The Company’s customers simultaneously receive and consume the benefits provided by the Company as it delivers services to its customers. Usage based fees are considered variable consideration as the service is to provide unlimited continuous access to its hosted application and usage of the hosted system is primarily controlled by the player end user. The transaction price includes fixed and variable consideration and is billed monthly with the amount due generally thirty days from the date of the invoice. Variable consideration is allocated entirely to the period in which consideration is earned as the variable amounts relate specifically to the customer’s usage of the platform that day and allocating the usage-based fees to each day is consistent with the allocation objective, primarily that the change in amounts reflect the changing value to the customer. The Company’s internet gaming system, game content, support and marketing services are provided equally throughout the term of the contract. These services are made up of a daily requirement to provide access and use of the internet gaming system and optional support and marketing services to the customer over the same period of time. The series of distinct services represents a single performance obligation that is satisfied over time. Purchases of virtual credits within a transaction period on the SIM platform, generally a monthly convention, are earned over time, and are typically billed monthly upon the close of the respective period as the credit has no monetary value, cannot be redeemed, exchanged, transferred or withdrawn, represents solely a device for tracking game play during the month, does not obligate the Company to provide future services and the arrangements with the customer and player end user have no substantive termination penalty. In certain service agreements with its SIM customers, the fees collected by the Company from third-party payment processors for the purchases of in-game virtual credits made by end-users include the SIM customer’s portion. The Company records the SIM customer’s portion as a liability as cash is collected and remits payment to the SIM customer for their share of the SIM revenues monthly. At December 31, 2023 and 2022, the Company recorded a liability due to its customers for their share of the fees of $ 1,994 1,628 The Company uses third-party content providers in supplying game content in its performance of providing game content on its platform to its customers. A customer has access to the Company’s propriety and licensed game content and additionally, the customer can direct the Company to procure third-party game content on its behalf. The Company has determined it acts as the principal for providing the game content when the Company controls the game content, and therefore presents the revenue on a gross basis in the consolidated statements of operations. When the customer directs the Company to procure third-party game content, the Company determined it is deemed an agent for providing such game content, and therefore, records the revenue, net of the costs of content license fees, in the consolidated statements of operations. GAN LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share amounts) The Company also provides ongoing development services involving updates to the RMiG platforms for enhanced functionality or customization. Ongoing development services are typically billed monthly, at a daily rate, for services performed. Revenue from RMiG platform development services that are identified as distinct performance obligations and enhance or create an asset the customer controls as the Company performs the services are recognized over time as services are performed. This revenue is measured using an input method based on effort expended, which uses direct labor hours incurred. These services have primarily related to post-launch development of third-party application integration software in the customer’s environment. Separately, the revenue generated from customers for development services that are distinct performance obligations and the customer benefits from the integrated SaaS offering are deferred over the license service term. These services have primarily related to enhancements to the Company’s platforms that do not enhance or create an asset the customer controls. In customer contracts that require a portion of the consideration to be received in advance, or at the commencement of the contract, such amounts are recorded as a contract liability. Other services include the resale of a third-party computer hardware, such as servers and other related hardware devices, upon which the GameSTACK software is installed for its customers. These products are not required to be purchased in order to access the GameSTACK platform but are sold as a convenience to the customer. The Company procures the computer hardware on the customer’s behalf for a fee determined based on cost of the computer hardware plus a markup. The Company charges a hardware deployment fee which is a one-time fee for installation, testing and certification of the computer hardware at the gaming hosting facility. Revenue is recognized at the point in time when control of the hardware transfers to the customer. Control is transferred after the hardware has been procured, delivered, installed at the customer’s premises and configured to allow for remote access. The Company has determined that it is acting as the principal in providing computer hardware and related services as it assumes responsibility for procuring, delivering, installing and configuring the hardware at the customer’s location and takes control of the hardware, prior to transfer. Revenue is presented at the gross amount of consideration to which it is entitled from the customer in exchange for the computer hardware and related services. Contracts with Multiple Performance Obligations For customer contracts that have more than one performance obligation, the transaction price is allocated to the performance obligations in an amount that depicts the relative stand-alone selling prices of each performance obligation. Judgment is required in determining the stand-alone selling price for each performance obligation. In determining the allocation of the transaction price, an entity is required to maximize the use of observable inputs. When the stand-alone selling price of a good or service is not directly observable, an entity is required to estimate the stand-alone selling price. Contracts with its customers may include platform and licensing of game content services, as well as development services and computer hardware services. The variable consideration generated from the platform and the licensing of game content is allocated entirely to the performance obligations for platform and licensing of game content services and the remaining fixed fees for development services and computer hardware would be allocated to each of the remaining performance obligation based on their relative stand-alone selling prices. The variable consideration relates entirely to the effort to satisfy the platform and licensing game content services and the fixed consideration relates to the remaining performance obligations which is consistent with the allocation objective. GAN LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share amounts) Revenue from B2C Gaming Operations The Company operates the B2C gaming site www.coolbet.com outside of the U.S., which contains proprietary software and includes the following product offerings: sportsbook, poker, casino, live casino and virtual sports. The Company manages an online sportsbook allowing users to place various types of wagers on the outcome of sporting events conducted around the world. The Company operates as the bookmaker and offers fixed odds wagering on such events. When a user’s wager wins, the Company pays the user a pre-determined amount known as fixed odds. Revenue from online sportsbook is reported net after deduction of player winnings and bonuses. Revenue from wagers is recognized when the outcome of the event is known. The Company offers live casino through its digital online casino offering in select markets, allowing users to place a wager and play games virtually at retail casinos. The Company offers users a catalog of over 6,000 Peer-to-peer poker offerings allow users to play poker against one another on the Company’s online poker platform for prize money. Revenue is recognized as a percentage of the reported rake. Additionally, the Company offers tournament poker which allows users to buy-in for a fixed price for prize money. For tournament play, revenue is recognized for the difference between the entry fees collected and the amounts paid out to users as prizes and winnings. In each of the online gaming products, a single performance obligation exists at the time a wager is made to operate the games and award prizes or payouts to users based on a particular outcome. Revenue is recognized at the conclusion of each contest, wager, or wagering game hand. Additionally, certain incentives given to users, for example, that allow the user to make an additional wager at a reduced price, may provide the user with a material right which gives rise to a separate performance obligation. The Company allocates a portion of the user’s wager to incentives that create material rights that are redeemed or expired in the future. The allocated revenue for gaming wagers is primarily recognized when the wagers occur because all such wagers settle immediately. The Company applies a practical expedient by accounting for revenue from gaming on a portfolio basis because such wagers have similar characteristics, and the Company reasonably expects the effects on the financial statements of applying the revenue recognition guidance to the portfolio to not differ materially from that which would result if applying the guidance to an individual wagering contract. Cost of Revenue Cost of revenue consists primarily of variable costs. These include mainly (i) content license fees, (ii) payment processing fees and chargebacks, (iii) platform technology, software, and connectivity costs directly associated with revenue generating activities, (iv) gaming duties, and (v) sportsbook feed / provider services. The Company incurs payment processing fees on B2C user deposits, withdrawals, and deposit reversals from payment processors. Cost of revenue excludes depreciation of the servers on which the Company’s gaming platforms reside as well as amortization of intangible assets including internally developed software. Sales and Marketing Sales and marketing expense primarily consists of general marketing and advertising costs, B2C user acquisition expenses and personnel costs within our sales and marketing functions. Sales and marketing costs are expensed as incurred. Product and Technology Product and technology expenses consist primarily of personnel costs associated with development and maintenance activities that are not capitalized. These costs primarily represent employee expenses (including but not limited to, salaries, bonus, employee benefits, employer tax expenses, and stock-based compensation) for personnel and contractors involved in the design, development, and project management of our proprietary technologies as well as developed and licensed content. General and Administrative General and administrative expenses consist of costs, including gaming operations costs, not related to sales and marketing, product and technology or revenue. General and administrative costs include professional services (including legal, regulatory and compliance, audit, and consulting expenses), rent, contingencies, insurance, allowance for credit losses, foreign currency transaction gains and losses, and costs related to the compensation of executive and non-executive personnel, including stock-based compensation. Content Licensing Fees Content licensing fees are paid to third parties for gaming content which are expensed as incurred. Content licensing fees are calculated as a percentage of net gaming revenues in respect of the third-party games, as stipulated in the third-party agreements. GAN LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share amounts) Share-based Compensation Share-based compensation expense is recognized for share options and restricted shares issued to employees and non-employee members of the Company’s Board of Directors. The Company’s issued share options and restricted shares, which are primarily considered equity awards and include only service conditions, are valued based on the fair value of these awards on the date of grant. The fair value of the share options is estimated using a Black-Scholes option pricing model and the fair value of the restricted shares (restricted share awards and restricted share units) is based on the market price of the Company’s shares on the date of grant. Certain restricted share units awards issued to non-employee members of the Company’s Board of Directors permit shares upon vesting to be withheld, as a means of meeting the non-employee director’s tax withholding requirements, and paid in cash to the non-employee director. The Company additionally incurs share-based compensation expense under compensation arrangements with certain of its employees under which the Company will settle bonuses for a fixed dollar amount by issuing a variable number of shares based on the Company’s stock price on the settlement date. These awards are classified as liability-based awards which are measured based on the fair value of the award at the end of each reporting period until settled. Related compensation expense is recognized based on changes to the fair value over the applicable service period. Share-based compensation is recorded over the requisite service period, generally defined as the vesting period. For awards with graded vesting and only service conditions, compensation cost is recorded on a straight-line basis over the requisite service period of the entire award. Forfeitures are recorded in the period in which they occur. Loss Per Share, Basic and Diluted Basic loss per share is calculated by dividing the net loss by the weighted average number of ordinary shares outstanding during the year. In periods of loss, basic and diluted per share information are the same. Cash Cash is comprised of cash held at the bank and third-party service providers. The Company is required to maintain compensating cash balances to satisfy its liabilities to users. Such balances are included within cash in the consolidated balance sheets and are not subject to creditor claims. At December 31, 2023 and 2022, the related liabilities to users were $ 10,185 10,683 Accounts Receivable, net Accounts receivable are stated at invoiced amounts and are unsecured, non-interest bearing and generally have 30-day payment terms. The Company maintains an allowance for doubtful accounts that reduces receivables to amounts expected to be collected. Management estimates the allowance for doubtful accounts by assessing the probability of non-payment of the receivable. On confirmation that the account receivable will not be collected, the gross carrying value of the asset is written off against the related allowance for doubtful accounts. Due to the nature of our customer population, the provision for credit losses has primarily been based on specific identification and has not been significant historically. The provision for credit losses on accounts receivable is recorded in general and administrative expense in the accompanying consolidated statements of operations. GAN LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share amounts) The activity in the allowance for doubtful accounts was as follows: SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS Year Ended December 31, 2023 2022 Beginning balance $ 250 $ 120 Provision for expected credit losses (6 ) (34 ) Write-offs, net of recoveries — 164 Ending balance $ 244 $ 250 Capitalized Software Development Costs, net The Company capitalizes certain development costs related to its internet gaming platforms during the application development stage. Costs associated with preliminary project activities, training, maintenance and all other post implementation stage activities are expensed as incurred. Software development costs are capitalized when application development begins, it is probable that the project will be completed, and the software will be used as intended. The Company capitalizes certain costs related to specific upgrades and enhancements when it is probable that expenditures will result in additional functionality of the platform to its customers. The capitalization policy provides for the capitalization of certain payroll and payroll related costs for employees who spent time directly associated with development and enhancements of the platform. Capitalized software development costs are amortized on a straight-line basis over their estimated useful lives, which generally ranges from three to five years, and are included within depreciation and amortization expense in the accompanying consolidated statements of operations. Goodwill Goodwill represents the excess of the fair value of the consideration transferred over the estimated fair values of the identifiable assets acquired and liabilities assumed on the acquisition date. The Company has recorded goodwill primarily from its acquisition of Coolbet in January 2021. Goodwill is not amortized, but rather is reviewed for impairment annually (as of October 1st) or more frequently if facts or circumstances indicate that it is more-likely-than-not the fair value of a reporting unit may be below its carrying amount. The Company has determined that it has two reporting units: B2C and B2B. In its goodwill impairment testing in each segment, the Company has the option to perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of the reporting unit, including goodwill, is less than its carrying amount prior to performing the quantitative impairment test. The qualitative assessment evaluates various events and circumstances, such as macro-economic conditions, industry and market conditions, cost factors, relevant events and financial trends that may impact a reporting unit’s fair value. If it is determined that the estimated fair value of the reporting unit is more-likely-than not less than its carrying amount, including goodwill, the quantitative goodwill impairment test is required. Otherwise, no further analysis would be required. If the quantitative impairment test for goodwill is deemed necessary, this quantitative impairment analysis compares the fair value of the Company’s reporting unit to its related carrying value. If the fair value of the reporting unit is less than its carrying amount, goodwill is written down to the fair value and an impairment loss is recognized. If the fair value of the reporting unit exceeds its carrying amount, no further analysis is required. Fair value of the reporting unit is determined using valuation techniques, primarily using discounted cash flow analysis. ASC Topic 350 requires that goodwill be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company performed a qualitative and quantitative impairment test as of June 30, 2022 which resulted in an impairment to goodwill of $ 28.9 In December 2022, the Company revised its long-term plan as a result of material reductions in its expected future cash flows from its B2B segment, a strategic decision not to pursue and invest further in its original content strategy, and a re-assessment of its growth strategy related to its B2C segment. As a result, the Company identified negative market indicators and trends related to the value of its reporting units. These events and circumstances indicated impairment may be probable and an additional quantitative goodwill impairment assessment as of December 31, 2022 was performed. The Company estimated the fair value of all reporting units utilizing both a market approach and an income approach (discounted cash flow) and the significant assumptions used to measure fair value include discount rate, terminal value factors, revenue and EBITDA multiples, and control premiums. The income approach used to test the Company’s reporting units includes the projection of estimated operating results and cash flows, discounted using a weighted-average cost of capital (“WACC”) that reflects current market conditions appropriate to each reporting unit. Those projections involve the Company’s best estimates of economic and market conditions over the projected period, including growth rates in revenues and costs and best estimates of future expected changes in operating margins and cash expenditures. Other significant assumptions and estimates used in the income approach include terminal value growth rates, future estimates of capital expenditures and changes in future working capital requirements. In addition, the WACC utilized to discount estimated future cash flows is sensitive to changes in interest rates and other market rates in place at the time the assessment is performed. The market approach used to test the Company’s reporting units included the review of revenue and EBITDA multiples from other publicly traded companies in the industry used to derive their enterprise values and the application of those multiples to the relevant earnings streams within each reportable segment of the Company. The Company confirmed the reasonableness of the estimated reporting unit fair values under the income and market approaches by reconciling those fair values to its enterprise value and market capitalization. Data points from other market participants were additionally used which indicated that the lower end of valuation ranges related to our B2C segment may be indicated until regulatory uncertainties were clarified. As a result of its impairment test performed as of December 31, 2022, the Company recognized an impairment to goodwill of $ 108.0 136.9 No GAN LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share amounts) Long-lived Assets Long-lived assets, except goodwill, consist of property and equipment, and finite lived acquired intangible assets, such as developed software, gaming licenses, trademarks, trade names and customer relationships. Intangible assets are amortized on a straight-line basis over their estimated useful lives. The Company considers the period of expected cash flows and underlying data used to measure the fair value of the intangible assets when selecting the estimated useful lives. Gaming licenses include license applications fees and market access payments in connection with agreements that the Company enters into with strategic partners. The market access arrangements authorize the Company to offer online gaming and online sports betting in certain regulated markets. These costs are capitalized and amortized on a straight-line basis over their estimated useful lives, beginning with the commencement of operations. The fair value of the acquired intangible assets is primarily determined usi

ACQUISITION

ACQUISITION	12 Months Ended
	Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract]
ACQUISITION	Note 3 – ACQUISITION Content licensing agreement with Ainsworth Game Technology In the second quarter of 2021, the Company entered into a Content Licensing Agreement (the “Agreement”) with Ainsworth Game Technology, a third-party gaming content provider (the “Content Provider”) specializing in developing and licensing interactive games. The Agreement grants the Company exclusive rights to use and distribute the online gaming content in North America, and the Content Provider is committed to developing a minimum number of games for the Company’s exclusive use over a five-year term, subject to extensions. On April 5, 2022, the Company amended and restated the Agreement. In accordance with the restated arrangement, the Company amended certain commercial terms, which included obtaining the contractual right to lease the remote gaming servers, taking possession of the related software, and obtaining a service contract from the Content Provider for the duration of the arrangement. The total fixed fees remaining under the amended arrangement totaled $ 25.0 10.0 5.0 The amended and restated Agreement is accounted for as a business combination as the assets acquired and the liabilities assumed under the arrangement constitute a business in accordance with ASC 805, Business Combinations. Consideration transferred is comprised of the present value of the Company’s total expected fixed payments under the Agreement, the net assets recognized under the original agreement, as well as a contingent consideration. The total consideration transferred was $ 24.9 In December 2022, the Company identified indicators of impairment associated with the identified intangible assets recorded as part of the business combination. The Company recognized an impairment of $ 19.1 1.1 0.5 On March 29, 2023, the Company amended and restated its Content Licensing agreement (the “Amended Agreement”) with the Content Provider which resulted in a reduced contract term ending March 31, 2024 and a reduction in the fixed fees payable under the arrangement by $ 15.0 4.0 0.2 1.5 1,250,000 2.2 GAN LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share amounts)

PROPERTY AND EQUIPMENT, NET

PROPERTY AND EQUIPMENT, NET	12 Months Ended
	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT, NET	Note 4 – PROPERTY AND EQUIPMENT, NET Property and equipment, net is recorded in other assets in the consolidated balance sheets at December 31, 2023 and 2022 and consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT Life (in years) 2023 2022 Estimated Useful December 31, December 31, Life (in years) 2023 2022 Fixtures, fittings and equipment 3 5 $ 5,052 $ 4,136 Platform hardware 5 2,251 2,313 Total property and equipment, cost 7,303 6,449 Less: accumulated depreciation (3,144 ) (3,599 ) Total $ 4,159 $ 2,850 Depreciation expense related to property and equipment was $ 1,648 1,427 GAN LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share amounts)

CAPITALIZED SOFTWARE DEVELOPMEN

CAPITALIZED SOFTWARE DEVELOPMENT COSTS, NET	12 Months Ended
	Dec. 31, 2023
Research and Development [Abstract]
CAPITALIZED SOFTWARE DEVELOPMENT COSTS, NET	Note 5 – CAPITALIZED SOFTWARE DEVELOPMENT COSTS, NET Capitalized software development costs, net at December 31, 2023 and 2022 consisted of the following: SCHEDULE OF CAPITALIZED COMPUTER SOFTWARE COSTS, NET December 31, December 31, 2023 2022 Capitalized software development costs $ 10,759 $ 6,857 Development in progress 494 732 Total capitalized software development, cost 11,253 7,589 Less: accumulated amortization (2,883 ) (840 ) Total $ 8,370 $ 6,749 In December 2022, the Company revised its long-range plan as a result of material reductions in its expected future cash flows from its B2B segment, a strategic decision not to pursue and invest further in its original content strategy, and a re-assessment of its growth strategy related to its B2C segment. In connection with these initiatives, the Company began planning to sunset certain of its legacy GameSTACK technology (the “Legacy Technology”) following the launch of GAN Sports and the rollout of newer GameSTACK technology developed after its acquisition of Coolbet. These events and circumstances indicated that the carrying amount of the Company’s capitalized development costs may not be recoverable and the Company tested these long-lived assets for impairment. The Company compared the undiscounted cash flows expected from capitalized development cost asset groups over their remaining useful lives and determined the Legacy Technology was not recoverable. During the year ended December 31, 2022, the Company recognized an impairment to its capitalized software development costs of $ 10.0 At December 31, 2023, development in progress primarily represents costs associated with GAN Sports, costs associated with its newer GameSTACK technology, and enhancements to the Company’s proprietary B2C software platform. Amortization expense related to capitalized software development costs was $ 1,972 6,166

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS	12 Months Ended
	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL AND INTANGIBLE ASSETS	Note 6 – GOODWILL AND INTANGIBLE ASSETS Goodwill The changes in the carrying amount of goodwill, by segment, for the year ended December 31, 2022 were as follows: SCHEDULE OF GOODWILL B2B B2C Total Balance at January 1, 2022 $ 72,230 $ 73,912 $ 146,142 Impairment (67,338 ) (69,567 ) (136,905 ) Effect of foreign currency translation (4,892 ) (4,345 ) (9,237 ) Balance at December 31, 2022 $ — $ — $ — The Company performs its annual goodwill impairment test as of October 1 and monitors for interim triggering events on an ongoing basis as events occur or circumstances change that would more likely than not reduce the fair value below its carrying amount. Goodwill is reviewed for impairment utilizing either a qualitative assessment or a quantitative goodwill impairment test. Due to the significant and sustained decline in share price and market capitalization of the Company since the Coolbet acquisition, interim quantitative goodwill impairment assessments were performed as of June 30, 2022 and September 30, 2022. The Company estimated the fair value of all reporting units utilizing both a market approach and an income approach (discounted cash flow) and the significant assumptions used to measure fair value include discount rate, terminal value factors, revenue and EBITDA multiples, and control premiums. The Company confirmed the reasonableness of the estimated reporting unit fair values by reconciling those fair values to its enterprise value and market capitalization. As a result of its interim impairment test performed as of June 30, 2022, the Company recognized an impairment to goodwill of $ 28.9 In December 2022, the Company revised its long-term plan as a result of material reductions in its expected future cash flows from its B2B segment, a strategic decision not to pursue and invest further in its original content strategy, and a re-assessment of its growth strategy related to its B2C segment. As a result, the Company identified negative market indicators and trends related to the value of its reporting units which resulted in a downward revision to its 2023 budget and long-range plan. These events and circumstances indicated impairment may be probable and an additional quantitative goodwill impairment assessment as of December 31, 2022 was performed. The Company estimated the fair value of all reporting units utilizing both a market approach and an income approach (discounted cash flow) and the significant assumptions used to measure fair value include discount rate, terminal value factors, revenue and EBITDA multiples, and control premiums. The Company confirmed the reasonableness of the estimated reporting unit fair values by reconciling those fair values to its enterprise value and market capitalization. As a result of its additional impairment test performed as of December 31, 2022, the Company recognized an additional impairment to goodwill of $ 108.0 During the year ended December 31, 2022, the Company recognized total impairment to goodwill of $ 136.9 no GAN LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share amounts) Intangible Assets Definite-lived intangible assets, net consisted of the following: SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS Weighted December 31, 2023 Average Gross Amortization Carrying Accumulated Net Carrying Period (in years) Amount Amortization Amount Developed technology 5.0 $ 34,669 $ (28,711 ) $ 5,958 Customer relationships 3.3 6,977 (5,835 ) 1,142 Trade names and trademarks 10.0 5,549 (1,889 ) 3,660 Gaming licenses 5.4 3,617 (2,019 ) 1,598 $ 50,812 $ (38,454 ) $ 12,358 Weighted December 31, 2022 Average Gross Amortization Carrying Accumulated Net Carrying Period (in years) Amount Amortization Amount Developed technology 3.9 $ 33,443 $ (17,570 ) $ 15,873 Customer relationships 3.1 6,788 (3,426 ) 3,362 Trade names and trademarks 10.0 5,347 (1,312 ) 4,035 Gaming licenses 6.7 3,149 (1,464 ) 1,685 $ 48,727 $ (23,772 ) $ 24,955 In March 2023, the Company amended and restated its Content Licensing Agreement with the Content Provider which resulted in a reduced contract term. Accordingly, the Company evaluated the ongoing value of the intangible assets associated with its content licensing arrangement. Based on this evaluation, the Company determined that the third-party content licenses with a carrying amount of $ 18.4 2.3 1.6 Amortization expense related to intangible assets was $ 13,543 15,581 Estimated amortization expense for the next five years is as follows: SCHEDULE OF FINITE -LIVED INTANGIBLE ASSETS, AMORTIZATION EXPENSE Amount 2024 $ 3,036 2025 3,009 2026 2,553 2027 1,954 2028 1,806 Total $ 12,358 GAN LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share amounts)

DEBT

DEBT	12 Months Ended
	Dec. 31, 2023
Debt Disclosure [Abstract]
DEBT	Note 7 – DEBT On April 26, 2022, a subsidiary of the Company entered into the Credit Facility which provided for $ 30.0 1 9.5 October 26, 2026 The Company incurred $ 2.4 27.6 Subsequent Amendments On April 13, 2023, a subsidiary of the Company executed agreements to amend the Credit Facility to waive all events of default, amend certain financial covenants, assign the rights to the Credit Facility from its existing lender to a third party, and increase the principal balance from $ 30.0 42.0 8.0 The Amended Credit Facility matures on the third anniversary of its effective date and is fully guaranteed by the Company. There are no scheduled principal payments due under the Amended Credit Facility until maturity. The principal balance, accrued PIK interest, and an exit fee of 2.5 7.3 3.1 10.0 Debt Covenants The Credit Facility contained affirmative and negative covenants, including certain financial covenants associated with the Company’s financial results. The negative covenants included restrictions regarding the incurrence of liens and indebtedness, certain merger and acquisition transactions, asset sales and other dispositions, other investments, dividends, share purchases and payments affecting subsidiaries, changes in nature of business, fiscal year or organizational documents, transactions with affiliates, and other matters. The Credit Facility contained customary events of default, including, among others: non-payments of principal and interest; breach of representations and warranties; covenant defaults; the existence of bankruptcy or insolvency proceedings; certain events under ERISA; gaming license revocations in material jurisdictions; material judgments; and a change of control. If an event of default occurred and was not cured within any applicable grace period or was not waived, the administrative agent and the lender were entitled to take various actions, including, without limitation, the acceleration of all amounts due and the termination of commitments under the Credit Facility. The carrying values of the Company’s long-term debt consist of the following: SCHEDULE OF LONG TERM DEBT Effective Interest Rate As of December 31, 2023 Credit Facility Principal 10.22 % $ 44,642 Less unamortized debt issuance costs (2,453 ) Long-term debt, net $ 42,189 During the years ended December 31, 2023 and 2022, the Company incurred interest expense of $ 4,720 3,026 1,010 582

SHAREHOLDERS_ EQUITY

SHAREHOLDERS’ EQUITY	12 Months Ended
	Dec. 31, 2023
Equity [Abstract]
SHAREHOLDERS’ EQUITY	Note 8 – SHAREHOLDERS’ EQUITY Ordinary Shares GAN Limited’s authorized share capital consists of 100 0.01 During the years ended December 31, 2023 and 2022, the Company issued an aggregate of 181,516 375,416 202 722 2021 Share Repurchase Program On May 31, 2022, the Board of Directors re-authorized and extended the share repurchase program initially authorized on November 30, 2021, which permitted the Company to purchase up to $ 5.0 303,113 1.0 GAN LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share amounts)

SHARE-BASED COMPENSATION

SHARE-BASED COMPENSATION	12 Months Ended
	Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]
SHARE-BASED COMPENSATION	Note 9 – SHARE-BASED COMPENSATION In April 2020, the Board of Directors established the GAN Limited 2020 Equity Incentive Plan (“2020 Plan”) which has been approved by the Company’s shareholders. The 2020 Plan initially provides for grants of up to 4,400,000 4 st 9,275,342 1,287,808 Share Options A summary of the share option activity as of and for the year ended December 31, 2023 is as follows: SCHEDULE OF SHARE-BASED COMPENSATION, STOCK OPTION ACTIVITY Weighted Weighted Average Average Aggregate Number of Exercise Contractual Intrinsic Shares Price Term Value Outstanding at December 31, 2022 3,447,155 $ 9.12 6.59 $ 1,139 Granted 612,081 0.01 Exercised (181,516 ) 1.12 Forfeited/expired or cancelled (1,197,530 ) 13.36 Outstanding at December 31, 2023 2,680,190 $ 5.69 6.43 $ 1,877 Options exercisable at December 31, 2023 1,737,271 $ 7.21 5.18 $ 620 The Company recorded share-based compensation expense related to share options of $ 2,538 3,194 195 306 3,017 2.6 GAN LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share amounts) During the years ended December 31, 2023 and 2022, the Company received proceeds from the exercise of stock options of $ 202 722 620 485 Share option awards generally vest 25 after one year and then monthly over the next 36 months thereafter and have a maximum term of ten years. 612,081 612,081 0.01 1.76 3.89 SCHEDULE OF SHARE-BASED COMPENSATION, FAIR VALUE ASSUMPTIONS 2023 2022 Year Ended December 31, 2023 2022 Expected share price volatility n.m. 55.03 % Expected term (in years) n.m. 4.26 Risk-free interest rate n.m. 1.36 % Dividend yield 0 % 0 % For options granted during the year ended December 31, 2023, the fair value of each share option award is estimated on the date of grant using the Black-Scholes option pricing model that uses the assumptions noted above. Estimating the grant date fair values for employee share options requires management to make assumptions regarding expected volatility of the value of those underlying shares, the risk-free rate of the expected life of the share options and the date on which share-based compensation is expected to be settled. Expected volatility is determined by reference to volatility of certain identified peer group share trading information and share prices on the Nasdaq stock exchange. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The expected term of the options is based on historical data and represents the period of time that options granted are expected to be outstanding. In the current year, volatility, term, and risk-free interest rate were not meaningful inputs as all options were $ 0.01 Restricted Share Units Restricted share units are issued to non-employee directors and employees. For equity-classified restricted share units, the fair value of restricted share units is valued based on fair market value of the Company’s ordinary shares on the date of grant and is amortized on a straight-line basis over the vesting period. In March 2023, the Board of Directors approved the issuance of 1,009,086 four years During the second quarter of 2023, the Board of Directors approved the issuance of 296,307 four years In August 2023, the Board of Directors approved the issuance of 705,556 four years In October 2023, the Board of Directors approved the issuance of 275,000 four years GAN LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share amounts) The Company withholds a portion of the restricted share units granted to its officers and non-employee directors upon vesting in order to remit a cash payment to the officers and directors equal to their tax expense. The liabilities are recorded in accrued compensation and benefits in the consolidated balance sheets. During the year ended December 31, 2023, 401,735 138,134 The Company recorded share-based compensation expense related to restricted share units of $ 2,678 and $ 3,553 for the years ended December 31, 2023 and 2022, respectively. At December 31, 2023, there was total unrecognized compensation cost of $ 4,801 related to nonvested restricted share units. The unrecognized compensation cost is expected to be recognized over a weighted-average period of 3.06 years. A summary of the restricted share unit activity as of and for the year ended December 31, 2023 is as follows: SCHEDULE OF SHARE BASED COMPENSATION, RESTRICTED STOCK UNIT ACTIVITY Weighted Average Number of Grant Date Shares Fair Value Outstanding at December 31, 2022 1,171,371 $ 5.43 Granted 2,285,949 1.55 Vested (829,895 ) 3.16 Forfeited/expired or cancelled (415,181 ) 4.23 Outstanding at December 31, 2023 2,212,244 $ 2.49 Restricted Share Awards In December 2021, the Company issued 51,654 9.68 The Company recorded share-based compensation expense related to the restricted share awards of $ 152 and $ 167 for the years ended December 31, 2023 and 2022, respectively. At December 31, 2023, all compensation cost was recognized upon vesting of shares granted. The total fair value of the restricted share awards that vested during the year ended December 31, 2023 was $ 166 . GAN LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share amounts) Employee Bonuses Issued in Shares In 2021, the Company entered into agreements with certain executive employees which allowed for a portion, or all, of their annual bonus for the year ended December 31, 2021 to be paid in the form of the Company’s shares. During the year ended December 31, 2022, the Company settled approximately $ 913 189,959 0.01 2020 Employee Stock Purchase Plan The Board of Directors established the 2020 Employee Stock Purchase Plan, or the ESPP, which was approved by the Company’s shareholders in July 2021. The ESPP is intended to qualify under Section 423 of the U.S. Internal Revenue Service Code of 1986, as amended. The ESPP provides initially for 300,000 The ESPP is designed to allow eligible employees to purchase ordinary shares, at quarterly intervals, with their accumulated payroll deductions. The participants are offered the option to purchase ordinary shares at a discount during a series of successive offering periods. The option purchase price may be the lower of 85 57,960 18 GAN LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share amounts)

DEFINED BENEFIT CONTRIBUTION PL

DEFINED BENEFIT CONTRIBUTION PLANS	12 Months Ended
	Dec. 31, 2023
Retirement Benefits [Abstract]
DEFINED BENEFIT CONTRIBUTION PLANS	Note 10 – DEFINED BENEFIT CONTRIBUTION PLANS U.S. employees and non-U.S. employees are eligible to participate in defined contribution plans by contributing a portion of their compensation, which provides for certain matching contributions by the Company. Matching contributions for the U.S. defined contribution plan are 50 4 729 579

LOSS PER SHARE

LOSS PER SHARE	12 Months Ended
	Dec. 31, 2023
Earnings Per Share [Abstract]
LOSS PER SHARE	Note 11 – LOSS PER SHARE Loss per ordinary share, basic and diluted, are computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. Potentially dilutive securities consisting of certain share options, nonvested restricted shares and restricted share units were excluded from the computation of diluted weighted average ordinary shares outstanding as inclusion would be anti-dilutive, are summarized as follows: SCHEDULE OF ANTI-DILUTIVE STOCK EXCLUDED FROM COMPUTATION OF DILUTED EARNINGS PER SHARE 2023 2022 Year Ended December 31, 2023 2022 Share options 2,680,190 3,447,155 Restricted shares — 17,218 Restricted share units 2,212,244 1,171,371 Total 4,892,434 4,635,744

REVENUE

REVENUE	12 Months Ended
	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
REVENUE	Note 12 – REVENUE The following table reflects revenue recognized for the years ended December 31, 2023 and 2022 in line with the timing of transfer of services: SCHEDULE OF REVENUE RECOGNIZED IN LINE WITH THE TIMING OF TRANSFER OF SERVICES 2023 2022 Year Ended December 31, 2023 2022 Revenue from services delivered at a point in time $ 86,386 $ 88,331 Revenue from services delivered over time 43,033 53,197 Total $ 129,419 $ 141,528 Contract Assets The Company has a contract asset related to its synthetic equity arrangement with a customer that was executed on March 30, 2023. The balance of $ 1,133 10 years Contract and Contract-Related Liabilities The Company has four types of liabilities related to contracts with customers: (i) cash consideration received in advance from customers related to development services not yet performed or hardware deliveries not yet completed, (ii) incentive program obligations, which represents the deferred allocation of revenue relating to incentives in the online gaming operations, (iii) user balances, which are funds deposited by customers before gaming play occurs and (iv) unpaid winnings and wagers contributed to jackpots. Contract related liabilities are expected to be recognized as revenue within one year of being purchased, earned or deposited. Such liabilities are recorded in liabilities to users and other current liabilities in the consolidated balance sheets. In August 2023, WSI US, LLC (“WynnBet”) notified the Company of its intent to modify its multi-state revenue contract with the Company and, in November 2023, the Company completed its negotiations with WynnBet (the “WynnBet modification”). The results of the renegotiation were primarily to amend performance obligations such that (i) certain states that did not launch at the modification date would be formally terminated, (ii) certain states that launched prior to the modification date would have the term reduced, and (iii) states such as Nevada, Massachusetts and New York would renegotiate under more favorable commercial terms. The total consideration allocated to these modifications was $ 5.0 5.0 1.8 The Company determined that the remaining performance obligations related to each state that either already launched or would launch under the modified agreement, and allocated the $ 5.0 The following table reflects contract liabilities arising from cash consideration received in advance from customers for the periods presented: SCHEDULE OF CONTRACT WITH CUSTOMERS 2023 2022 Year Ended December 31, 2023 2022 Contract liabilities from advance customer payments, beginning of the period $ 2,117 $ 1,874 Contract liabilities from advance customer payments, end of the period (1) 7,873 2,117 Revenue recognized from amounts included in contract liabilities from advance customer payments at the beginning of the period 932 841 (1) Contract liabilities from advance customer payments, end of period consisted of $ 3,490 913 4,383 1,204 GAN LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share amounts)

SEGMENT REPORTING

SEGMENT REPORTING	12 Months Ended
	Dec. 31, 2023
Segment Reporting [Abstract]
SEGMENT REPORTING	Note 13 – SEGMENT REPORTING The Company’s reportable segments are B2B and B2C. The B2B segment develops, markets and sells instances of GameSTACK, GAN Sports, and iSight Back Office technology that incorporates comprehensive player registration, account funding and back-office accounting and management tools that enable the casino operators to efficiently, confidently and effectively extend their presence online in places that have permitted online real money gaming. The B2C segment, which includes the operations of Coolbet, develops and operates a B2C online sports betting and casino platform that is accessible through its website in markets across Northern Europe, Latin America and Canada. Information reported to the Company’s Chief Executive Officer, the CODM, for the purpose of resource allocation and assessment of the Company’s segmental performance is primarily focused on the origination of the revenue streams. The CODM evaluates performance and allocates resources based on the segment’s revenue and contribution. Segment contribution represents the amounts earned by each segment without allocation of each segment’s share of depreciation and amortization expense, sales and marketing expense, product and technology expense, general and administrative expense, interest costs and income taxes. Summarized financial information by reportable segments for the years ended December 31, 2023 and 2022 is as follows: SCHEDULE OF FINANCIAL INFORMATION FOR REPORTABLE SEGMENTS B2B B2C Total B2B B2C Total Year Ended December 31, 2023 2022 B2B B2C Total B2B B2C Total Revenue $ 43,154 $ 86,265 $ 129,419 $ 54,045 $ 87,483 $ 141,528 Cost of revenue (1) 8,424 30,276 38,700 11,248 30,386 41,634 Segment contribution $ 34,730 $ 55,989 $ 90,719 $ 42,797 $ 57,097 $ 99,894 (1) Excludes depreciation and amortization expense During the years ended December 31, 2023 and 2022, one customer in the B2B segment individually accounted for 16.4 20.9 The following table presents a reconciliation of segment contribution to the consolidated loss before income taxes for the years ended December 31, 2023 and 2022: SCHEDULE OF RECONCILIATION OF CONSOLIDATED SEGMENT CONTRIBUTION TO CONSOLIDATED INCOME (LOSS) BEFORE INCOME TAXES 2023 2022 Year Ended December 31, 2023 2022 Segment contribution (1) $ 90,719 $ 99,894 Sales and marketing 28,972 28,303 Product and technology 38,243 35,195 General and administrative (1) 36,657 37,848 Impairment — 166,010 Restructuring — 1,771 Depreciation and amortization 17,161 23,276 Other loss, net 3,992 1,047 Loss before income taxes $ (34,306 ) $ (193,556 ) (1) Excludes depreciation and amortization expense Assets and liabilities are not separately analyzed or reported to the CODM and are not used to assist in decisions surrounding resource allocation and assessment of segment performance. As such, an analysis of segment assets and liabilities has not been included in this financial information. GAN LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share amounts) The following table disaggregates total revenue by product and services for each segment: SCHEDULE OF DISAGGREGATION OF REVENUE BY PRODUCTS AND SERVICES FOR EACH SEGMENT 2023 2022 Year Ended December 31, 2023 2022 B2B: Platform and content license fees $ 31,466 $ 43,519 Development services and other 11,688 10,526 Total B2B revenue 43,154 54,045 B2C: Sportsbook 33,315 37,902 Casino 50,035 46,888 Poker 2,915 2,693 Total B2C revenue 86,265 87,483 Total revenue $ 129,419 $ 141,528 Revenue by location of the customer for the years ended December 31, 2023 and 2022 was as follows: SCHEDULE OF REVENUE BY LOCATION OF THE CUSTOMER 2023 2022 Year Ended December 31, 2023 2022 United States $ 31,758 $ 45,615 Europe 47,788 45,092 Latin America 39,935 44,078 Rest of the world 9,938 6,743 Revenue $ 129,419 $ 141,528

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
INCOME TAXES	Note 14 – INCOME TAXES GAN Limited was incorporated in Bermuda solely for the purpose of acting as the new group parent company and public vehicle for investors. Bermuda, the Company’s country of domicile, imposes no taxes on profits, income, dividends, or capital gains. The Company’s loss before income taxes for the years ended December 31, 2023 and 2022 consisted of the following: SCHEDULE OF INCOME BEFORE INCOME TAX, DOMESTIC AND FOREIGN 2023 2022 Year Ended December 31, 2023 2022 Domestic $ 5,897 $ 5,504 Foreign 28,409 188,052 Loss before income taxes $ 34,306 $ 193,556 GAN LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share amounts) The components of income tax expense (benefit) for the years ended December 31, 2023 and 2022 consisted of the following: SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) 2023 2022 Year Ended December 31, 2023 2022 Current: Domestic $ — $ — U.S. Federal and State 66 48 Foreign 1,089 644 Total current expense 1,155 692 Deferred: Domestic — — U.S. Federal and State — 864 Foreign (1,017 ) 2,386 Total deferred expense (benefit) (1,017 ) 3,250 Total income tax expense $ 138 $ 3,942 The following is a reconciliation of income taxes computed at the statutory income tax rate to the Company’s income tax expense (benefit) for the years ended December 31, 2023 and 2022: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION 2023 2022 Year Ended December 31, 2023 2022 Income (loss) before income taxes multiplied by the statutory tax rate of 0 $ — $ — Effects of tax rates in foreign jurisdictions (5,445 ) (19,629 ) Share-based compensation 1,154 802 Nondeductible officers compensation — 660 Valuation allowance 3,430 10,200 Unrecognized tax benefit 193 674 Change in tax rates 300 — Foreign withholding taxes 192 8 Goodwill impairment — 148 Return to provision (647 ) 6,805 Tax on unremitted earnings (6 ) 325 Foreign Tax Credit (84 ) 3,030 Other 1,051 919 Total income tax expense $ 138 $ 3,942 GAN LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share amounts) Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the net deferred taxes at December 31, 2023 and 2022 are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2023 2022 December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 20,199 $ 13,533 Share-based compensation 971 1,314 Fixed assets and intangibles 2,608 8,178 Accruals and allowances 276 299 Interest 4,487 998 Other 88 13 Total deferred tax assets 28,629 24,335 Valuation allowance (28,244 ) (24,094 ) Total deferred tax assets, net of valuation allowance 385 241 Deferred tax liabilities: Fixed assets and intangibles (479 ) (1,157 ) Prepayments (57 ) (37 ) Tax on unremitted earnings (3,431 ) (3,061 ) Other (57 ) (13 ) Total deferred tax liabilities (4,024 ) (4,268 ) Net deferred tax liabilities $ (3,639 ) $ (4,027 ) The net deferred tax liability of $ 3,639 agrees to the balance sheet when considering the noncurrent deferred tax liability presented of $ 3,793 and the noncurrent deferred tax asset of $ 154 presented in other assets on the consolidated balance sheets. At December 31, 2023 and 2022, the Company’s valuation allowance was $ 28,244 24,094 During 2023, we increased our valuation allowance by $ 4,150 28,244 At December 31, 2023, the Company had federal, state, and foreign cumulative net operating loss carryforwards generated of $ 24,720 25,751 53,459 17,131 13,384 As of December 31, 2023, the Company has determined it cannot indefinitely reinvest any of its unremitted foreign earnings and has accrued $ 3,431 GAN LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share amounts) A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: SCHEDULE OF UNRECOGNIZED TAX BENEFITS Year Ended December 31, 2023 2022 Unrecognized tax benefits — January 1 $ 766 $ 197 Additions for tax positions taken in a prior year 395 470 Additions for tax positions taken in current year 197 142 Reductions for tax positions taken in the prior year due to statutes lapsing (7 ) (4 ) Other reductions for tax positions taken in the prior year (1 ) (39 ) Unrecognized tax benefits — December 31 $ 1,350 $ 766 The liability for unrecognized tax benefits, including potential interest and penalties, were recorded within other liabilities in the consolidated balance sheets. As of December 31, 2023 and 2022, we had accrued interest and penalty expense related to uncertain tax positions of $ 253 176 76 124 The Company, including its subsidiaries, files tax returns with U.S. and foreign jurisdictions. The Company is subject to U.K. examinations by tax authorities for the 2021 and 2022 tax years, although the Company has loss carryforwards from prior years that may still be adjusted. The Company is subject to U.S. examinations by federal tax authorities for years 2020 to 2022 and by state tax authorities for years 2019 to 2022. The tax returns in Malta, Israel, Bulgaria, and Mexico are still within the examination window of the local tax authorities. Based on the information currently available, we do not anticipate a significant increase or decrease to our unrecognized tax benefits within the next 12 months. Audit outcomes and the timing of audit settlements are subject to significant uncertainty. Although the Company believes that adequate provision has been made for such issues, there is the possibility that the ultimate resolution of such issues could have an adverse effect on the Company’s earnings. If recognized, the total amount of unrecognized tax benefits would impact the effective tax rate for calendar years 2023 and 2022 by $ 894 and $ 766 , respectively.

RESTRUCTURING

RESTRUCTURING	12 Months Ended
	Dec. 31, 2023
Disclosure Restructuring Abstract
RESTRUCTURING	Note 15 – RESTRUCTURING In January 2022, we implemented a strategic reduction of our existing worldwide global workforce to simplify and streamline our organization and strengthen the overall competitiveness of our B2B segment. As a result of this initiative, we incurred $ 1.8 GAN LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share amounts)

LEASES

LEASES	12 Months Ended
	Dec. 31, 2023
Lessee Disclosure [Abstract]
LEASES	Note 16 – LEASES The company determines if an arrangement is a lease and classified as operating or finance lease commencement date. A lease is defined as a contract, or part of contract, that conveys the right to control the use of an asset for a time period in exchange for consideration. At December 31, 2023, the Company’s lease portfolio consists of operating leases related to office facilities in Estonia and Bulgaria. The lease terms for both leases are five years. Options to extend or terminate a lease are included in the lease term when it is reasonably certain that the Company will exercise such options. In some jurisdictions it is customary for lease contracts to provide for payments to increase each year by inflation, or to be reset periodically to market rental rates or the periodic rent is fixed over the lease term. Lease payments for operating leases, consisting of fixed payments for base rent, is recognized on a straight-line basis over the lease term. The Company elected to record short-term lease costs on a straight-line basis over the term of the leases related to its shared work space facilities primarily in the United States and London, and incurred $ 547 1,138 SCHEDULE OF OPERATING AND FINANCE LEASE ASSET AND LIABILITY As of December 31, 2023 December 31, 2022 Leases Classification Assets Total operating leased assets, net Operating lease right-of-use assets (1) $ 4,340 $ 234 Liabilities Current Operating lease liabilities $ 804 $ 195 Non-current Operating lease liabilities – non-current 3,577 — Total lease liabilities $ 4,381 $ 195 (1) Operating lease right-of-use assets are recorded, net of accumulated amortization of $ 378 1,033 The Company uses its incremental borrowing rate at lease commencement to calculate the present value of lease payments when the rate implicit in a lease is not known. The incremental borrowing rate is based on the Company’s credit rating based on its market valuation metrics and corporate yield curves observed for public companies with similar credit ratings. Operating lease costs were $ 805 489 Maturities of lease liabilities, including reconciliation to the lease liabilities, based on required contractual payments, are as follows: SCHEDULE OF FUTURE MINIMUM MATURITIES OF OPERATING LEASE LIABILITIES Operating Leases 2024 $ 1,174 2025 1,174 2026 1,174 2027 1,174 2028 662 Total lease payments 5,358 Less: future interest costs 977 Present value of lease liabilities $ 4,381 GAN LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share amounts) Other information related to leases as of and for the years end December 31, 2023 and 2022 was as follows: SCHEDULE OF FINANCE AND OPERATING RELATED TO LEASES Year Ended December 31, 2023 2022 Operating lease weighted-average remaining lease term (years) 4.5 0.8 Operating lease weighted-average discount rate 9.0 % 4.8 % Cash paid for the amounts included in the measurement of operating lease liabilities $ 726 $ 476

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	Note 17 – COMMITMENTS AND CONTINGENCIES Legal Proceedings The Company may be subject to legal actions and claims arising from contracts or other matters from time to time in the ordinary course of business. Management is not aware of any pending or threatened litigation, which are considered other than routine legal proceedings. The Company believes the ultimate disposition or resolution of its routine legal proceedings will not have a material adverse effect on its financial position, results of operations or liquidity. Content Licensing Agreements In the second quarter of 2021, the Company entered into Content Licensing Agreements (the “Agreements”) with two third-party gaming content providers (“Content Providers”) specializing in developing and licensing interactive games. The Agreements grant the Company exclusive rights to use and distribute the online gaming content in North America. Each of the Content Providers was committed to developing a minimum number of games for the Company’s exclusive use over the five-year term, subject to extensions, of the respective Agreement. In exchange, the Company was required to pay fixed fees, totaling $ 48.5 8.5 On January 27, 2022, the Company served a termination notice, for cause, to a Content Provider as certain conditions precedent associated with the completion of contractual obligations had not been satisfied by the agreed upon period in 2021. In accordance with the agreement, termination for cause results in a return of the initial payment of $ 3.5 3.0 3.0 3.5 On March 29, 2023, the Company amended and restated its Content Licensing Agreement with the other Content Provider which resulted in a reduced contract term ending March 31, 2024 and a reduction in the fixed fees payable under the arrangement. At December 31, 2023 the present value of the remaining fixed fee payments remaining under the agreement of $ 2.2 Chile Operations Coolbet’s B2C casino and sports-betting platform is accessible in Chile. Since June 1, 2020, foreign digital service suppliers that provide services to individuals in Chile have been required to register for value-added tax (“VAT”) purposes. On September 20, 2021, the Company submitted an inquiry to the Chilean Internal Revenue Service (“SII”) for clarification on the basis to apply VAT. In December 2021, the SII issued a general resolution as a response to another iGaming platform operator stating the Tax Administration’s position that fees paid by users for entertainment services provided through online gaming and betting platforms are subject to VAT in Chile. The SII clarified its interpretation that the VAT tax rate of 19 On May 13, 2022, the SII issued a resolution stating that unregistered foreign digital service providers will be subject to 19 On March 14, 2023, the SII issued a resolution stating that, although the SII lacks the power to qualify an activity as legal or illegal (which had been noted in previous SII resolutions), the SII is not empowered to register taxpayers for the simplified VAT regime who carry out activities that have been declared illegal by other State authorities that do have the power to qualify an activity as legal or illegal. It then notes that the SII has been informed by the Superintendency of Gambling Casinos that the offering of games of chance is only expressly authorized in certain instances under Chilean law, and thus taxpayers without domicile or residence in Chile that offer them are doing so illegally. As a result, the SII has excluded these taxpayers from the simplified VAT regime, effectively contradicting past guidance that stated the digital VAT law must be applied to online gaming and betting platforms. GAN LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share amounts) On September 12, 2023, the Supreme Court of Chile issued a ruling requiring one telecommunication company to block 23 iGaming websites. The ruling relates specifically to one local internet service provided (“ISP”) and a state-owned land-based casino which holds the rights to offer online sports betting (the “Local Provider”). The order to block the websites only applied to the 23 specific URL addresses mentioned in the legal action. The Local Provider’s legal action was based on a “protection recourse” filing, and assert that the Local Provider’s constitutional right to maintain a legal monopoly over sports betting was infringed upon. The Supreme Court of Chile’s ruling only affected the named parties of the case, and did not establish legal precedent. In response to the ruling, the Company modified the URL and resumed operations. On December 12, 2023, the Chamber of Deputies Hall held a legislative discussion on a bill that regulates the development of online betting platforms in Chile. The bill was approved by the Chamber and will proceed to the second constitutional process in the Senate. The Company does not believe its activities in Chile are illegal based on external legal opinions obtained in previous years, and updated external legal opinions supporting the Company’s assertions. The Company had previously not registered for the Chilean VAT on digital service providers as the Company believed the application of VAT on gross customer deposits, as previously clarified by the SII, prior to the March 2023 resolution, did not represent a reasonable application of the law to the economic substance of the Company’s services; this previous application would have resulted in a material loss to the Company. The Company believes that Chilean tax laws and regulations support that only the fees directly charged by the Company’s platform, primarily poker fees, should be the taxable base for the Chilean digital VAT and has obtained an external legal opinion supporting this position, the application of which would not have a material impact to the Company’s financial statements. However, as a result of the SII excluding the Company’s activities from the digital VAT registration, we no longer believe a liability is probable for the past activities as of December 31, 2022 as the Company is now effectively prevented from complying with the digital VAT law. However, there is uncertainty as to the regulated environment, what amounts may be ultimately due on our previous activities and the ability to operate in this jurisdiction until the SII resolves the position. Resolution of this matter may result in fines, penalties, additional expenses or require us to exit the market. Revenues from Chile represented 28.1 28.0 Synthetic Equity Pursuant to the binding term sheet previously entered into with Red Rock Resorts, Inc., the Company entered into the Master Gaming Services Agreement with Station Casinos LLC (“Stations”) on March 30, 2023, to launch GameSTACK and GAN Sports RMiG and sportsbook solutions at its properties through self-service kiosks as well as through on-premises and statewide mobile versions in Nevada, subject to applicable licensure. As an additional incentive for Station to support the commercial success of the launch in Nevada, the Master Gaming Services Agreement includes a Synthetic Equity Addendum which would require that the Company make a payment to Station in the event of a change of control in the Company (the “Change of Control Payment”), subject to certain conditions outlined in the Synthetic Equity Addendum. The Change of Control Payment is payable only in the event that a change of control occurs during the period as specified by the Synthetic Equity Addendum and that the Company’s market capitalization has increased during that time, calculated as proscribed by the Synthetic Equity Addendum, which the amount of such payment ranging from 2.5 5 2.00 The initial value of the grant date liability and corresponding contract asset was valued utilizing a Monte Carlo simulation, which includes numerous scenarios including assumptions of probability weighted likelihood of different outcomes. As facts and circumstances become known or knowable at each reporting period, the probability of certain scenarios will change which will increase or decrease the value, and also the classification of the liability on the consolidated balance sheets. The valuation utilizing the Monte Carlo simulation on March 30, 2023 was determined to be approximately $ 1.1 On November 7, 2023, the Company entered into the Merger Agreement at a share price of $ 1.97 2.00 0.3 million. The year-end fair value is not sensitive to significant changes in inputs. The change in value was charged as a reduction to general and administrative expense. As of December 31, 2023, the underlying revenue arrangement has commenced, and the asset is probable of recovery.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	Note 18 – SUBSEQUENT EVENTS WynnBet Michigan In February 2024, the Company was notified by WynnBet of its intent to assign its contract to a third party in one jurisdiction, which pursuant to the commercial contract results in a payment of $ 1.75 5.0 2.5

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the results of the Parent and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. During the second quarter of 2023, the Company completed a reorganization which resulted in the Company reclassifying its operating expenses between the sales and marketing, product and technology, and general and administrative. The following table provides the impact of operating expense reclassification for the year ended December 31, 2022. SCHEDULE OF IMPACT OF OPERATING EXPENSE RECLASSIFICATION For the Year Ended December 31, 2022 As previously Impact of operating As currently reported expense reclassification reported Operating expenses Sales and marketing $ 28,095 $ 208 $ 28,303 Product and technology 26,345 8,850 35,195 General and administrative (1) 46,906 (9,058 ) 37,848 Total operating expenses $ 101,346 $ — $ 101,346 (1) Excludes depreciation and amortization expense.
Liquidity	Liquidity The accompanying consolidated financial statements have been prepared on the going concern basis. As of December 31, 2023, the Company had an accumulated deficit of $ 309.3 38.6 10.2 34.4 3.6 30.0 27.6 GAN LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share amounts) Additionally, the Company’s current financial condition, liquidity resources and planned near-term cash flows from operations are sensitive to changes in macro-economic conditions and the substantial variability inherent in the Company’s wager-based revenues streams. These factors along with the potential covenant breaches indicate uncertainty related to the ability of the Company to meet its current obligations as they come due. In the fourth quarter of 2022, the Company initiated plans to address its liquidity needs and improve its operations and cash position by (i) reducing and deferring personnel and operational costs for non-strategic initiatives, (ii) amending the Credit Facility to reduce cash interest obligations and amend financial covenants, (iii) identifying sources of additional capital, (iv) continuing investment in the growth areas of the Company’s consolidated operations, (v) continuing cost saving initiatives first implemented during the year ended December 31, 2022, and (vi) initiating a strategic review process to assess a range of strategic alternatives. On April 13, 2023, a subsidiary of the Company executed agreements to amend the Credit Facility to waive events of default, amend certain financial covenants, assign the rights to the Credit Facility from its existing lender to a third party, and increase the principal balance from $ 30.0 42.0 8.0 10.0 To the extent that the Company’s current resources, including its ability to generate operating cash flows, are insufficient to satisfy its cash requirements, the Company may seek additional equity or debt financing. The Company’s ability to do so depends on prevailing economic conditions and other factors, many of which are beyond management’s control. The Company does not currently have any such credit facilities or similar debt arrangements in place, outside of the Amended Credit Facility as described above, and cannot provide any assurance as to the availability or terms of any additional future financing that it may require to support its operations. If the needed financing is not available, or if the terms of financing are less desirable than expected, the Company may be forced to decrease its level of investment in new products and technologies, discontinue further expansion of the business, or scale back its existing operations, any of which could have an adverse impact on the Company and its financial prospects.
Use of Estimates	Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Due to the inherent uncertainties involved in making estimates, actual results could differ from the original estimates, and may require significant adjustments to these reported balances in future periods.
Foreign Currency Translation and Transactions	Foreign Currency Translation and Transactions The Company’s reporting currency is the U.S. Dollar while the Company’s foreign subsidiaries use their local currencies as their functional currencies. The assets and liabilities of foreign subsidiaries are translated to U.S. Dollars based on the current exchange rate prevailing at each reporting period. Revenue and expenses are translated into U.S. Dollars using the average exchange rates prevailing for each period presented. Translation adjustments that arise from translating a foreign subsidiary’s financial statements from their functional currency to U.S. Dollars are reported as a separate component of accumulated other comprehensive loss in shareholders’ equity (deficit) . Gains and losses arising from transactions denominated in a currency other than the functional currency are included in general and administrative expense in the consolidated statements of operations as incurred. Foreign currency transaction and remeasurement gains and losses were a net loss of $ 2,104 and $ 969 for the years ended December 31, 2023 and 2022, respectively.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of its cash and trade receivables. The Company holds cash deposits in foreign countries, primarily in Northern Europe and Latin America, of approximately $ 30.7
Risks and Uncertainties	Risks and Uncertainties Macroeconomic conditions can materially adversely affect the Company’s business, results of operations and financial condition. Recent adverse macroeconomic conditions, including inflation, higher interest rates, slower growth or recession, the strengthening of the U.S. dollar, and corresponding currency fluctuations can have an adverse material impact on the Company’s future results of operations, cash flows, and financial condition, particularly with respect to foreign currency adjustments relating to our international operations. Such conditions may also affect consumers’ willingness to make discretionary purchases, and therefore the Company, along with its casino operator customers, may experience a decline in wagering. A downturn in the economic environment can also lead to increased credit and collectability risk on the Company’s trade receivables, limitations on the Company’s ability to issue new debt, and reduced liquidity.
Revenue Recognition	Revenue Recognition Revenue from B2B Operations The Company’s revenue from its B2B operations are primarily from its internet gaming Software-as-a-Service (“SaaS”) platform, GameSTACK, that its customers use to provide real money internet gambling (“RMiG”), online sports gaming and simulated internet gaming (“SIM”) to its end users. The Company enters into contracts with its customers that generally range from three to five years and include renewal provisions. These contracts generally include provision of the internet gaming platform, content consisting of proprietary and third-party games, development services and support and marketing services. In certain cases, the contract may include computer hardware to be procured on behalf of the customer. The customers cannot take possession of the hosted GameSTACK software and the Company does not sell or license the GameSTACK software. The Company charges fees as consideration for use of its internet gaming system, game content, support and marketing services based on a fixed percentage of the casino operator’s net gaming revenue or net sportsbook win, at the time of settlement of an event for RMiG contracts, considered usage-based fees, or at the time of purchase for in-game virtual credit for SIM contracts. The determination of the fee charged to its customers is negotiated and varies significantly. Certain of these RMiG contracts provide the Company with a minimum monthly revenue guarantee in relation to the Company’s share of the casino operator’s net gaming revenue or net sportsbook win. At December 31, 2023, the remaining unsatisfied performance obligations related to fixed minimum guaranteed revenue totaled $ 48.6 the Company expects to satisfy $34.7 million within the next five-year period, and the remaining over a ten-year period The Company’s promise to provide the RMiG SaaS platform and content licensing services on the hosted software is a single performance obligation. This performance obligation is recognized over time, as the Company provides services to its customers in its delivery of services to the player end user. The Company’s customers simultaneously receive and consume the benefits provided by the Company as it delivers services to its customers. Usage based fees are considered variable consideration as the service is to provide unlimited continuous access to its hosted application and usage of the hosted system is primarily controlled by the player end user. The transaction price includes fixed and variable consideration and is billed monthly with the amount due generally thirty days from the date of the invoice. Variable consideration is allocated entirely to the period in which consideration is earned as the variable amounts relate specifically to the customer’s usage of the platform that day and allocating the usage-based fees to each day is consistent with the allocation objective, primarily that the change in amounts reflect the changing value to the customer. The Company’s internet gaming system, game content, support and marketing services are provided equally throughout the term of the contract. These services are made up of a daily requirement to provide access and use of the internet gaming system and optional support and marketing services to the customer over the same period of time. The series of distinct services represents a single performance obligation that is satisfied over time. Purchases of virtual credits within a transaction period on the SIM platform, generally a monthly convention, are earned over time, and are typically billed monthly upon the close of the respective period as the credit has no monetary value, cannot be redeemed, exchanged, transferred or withdrawn, represents solely a device for tracking game play during the month, does not obligate the Company to provide future services and the arrangements with the customer and player end user have no substantive termination penalty. In certain service agreements with its SIM customers, the fees collected by the Company from third-party payment processors for the purchases of in-game virtual credits made by end-users include the SIM customer’s portion. The Company records the SIM customer’s portion as a liability as cash is collected and remits payment to the SIM customer for their share of the SIM revenues monthly. At December 31, 2023 and 2022, the Company recorded a liability due to its customers for their share of the fees of $ 1,994 1,628 The Company uses third-party content providers in supplying game content in its performance of providing game content on its platform to its customers. A customer has access to the Company’s propriety and licensed game content and additionally, the customer can direct the Company to procure third-party game content on its behalf. The Company has determined it acts as the principal for providing the game content when the Company controls the game content, and therefore presents the revenue on a gross basis in the consolidated statements of operations. When the customer directs the Company to procure third-party game content, the Company determined it is deemed an agent for providing such game content, and therefore, records the revenue, net of the costs of content license fees, in the consolidated statements of operations. GAN LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share amounts) The Company also provides ongoing development services involving updates to the RMiG platforms for enhanced functionality or customization. Ongoing development services are typically billed monthly, at a daily rate, for services performed. Revenue from RMiG platform development services that are identified as distinct performance obligations and enhance or create an asset the customer controls as the Company performs the services are recognized over time as services are performed. This revenue is measured using an input method based on effort expended, which uses direct labor hours incurred. These services have primarily related to post-launch development of third-party application integration software in the customer’s environment. Separately, the revenue generated from customers for development services that are distinct performance obligations and the customer benefits from the integrated SaaS offering are deferred over the license service term. These services have primarily related to enhancements to the Company’s platforms that do not enhance or create an asset the customer controls. In customer contracts that require a portion of the consideration to be received in advance, or at the commencement of the contract, such amounts are recorded as a contract liability. Other services include the resale of a third-party computer hardware, such as servers and other related hardware devices, upon which the GameSTACK software is installed for its customers. These products are not required to be purchased in order to access the GameSTACK platform but are sold as a convenience to the customer. The Company procures the computer hardware on the customer’s behalf for a fee determined based on cost of the computer hardware plus a markup. The Company charges a hardware deployment fee which is a one-time fee for installation, testing and certification of the computer hardware at the gaming hosting facility. Revenue is recognized at the point in time when control of the hardware transfers to the customer. Control is transferred after the hardware has been procured, delivered, installed at the customer’s premises and configured to allow for remote access. The Company has determined that it is acting as the principal in providing computer hardware and related services as it assumes responsibility for procuring, delivering, installing and configuring the hardware at the customer’s location and takes control of the hardware, prior to transfer. Revenue is presented at the gross amount of consideration to which it is entitled from the customer in exchange for the computer hardware and related services. Contracts with Multiple Performance Obligations For customer contracts that have more than one performance obligation, the transaction price is allocated to the performance obligations in an amount that depicts the relative stand-alone selling prices of each performance obligation. Judgment is required in determining the stand-alone selling price for each performance obligation. In determining the allocation of the transaction price, an entity is required to maximize the use of observable inputs. When the stand-alone selling price of a good or service is not directly observable, an entity is required to estimate the stand-alone selling price. Contracts with its customers may include platform and licensing of game content services, as well as development services and computer hardware services. The variable consideration generated from the platform and the licensing of game content is allocated entirely to the performance obligations for platform and licensing of game content services and the remaining fixed fees for development services and computer hardware would be allocated to each of the remaining performance obligation based on their relative stand-alone selling prices. The variable consideration relates entirely to the effort to satisfy the platform and licensing game content services and the fixed consideration relates to the remaining performance obligations which is consistent with the allocation objective. GAN LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share amounts) Revenue from B2C Gaming Operations The Company operates the B2C gaming site www.coolbet.com outside of the U.S., which contains proprietary software and includes the following product offerings: sportsbook, poker, casino, live casino and virtual sports. The Company manages an online sportsbook allowing users to place various types of wagers on the outcome of sporting events conducted around the world. The Company operates as the bookmaker and offers fixed odds wagering on such events. When a user’s wager wins, the Company pays the user a pre-determined amount known as fixed odds. Revenue from online sportsbook is reported net after deduction of player winnings and bonuses. Revenue from wagers is recognized when the outcome of the event is known. The Company offers live casino through its digital online casino offering in select markets, allowing users to place a wager and play games virtually at retail casinos. The Company offers users a catalog of over 6,000 Peer-to-peer poker offerings allow users to play poker against one another on the Company’s online poker platform for prize money. Revenue is recognized as a percentage of the reported rake. Additionally, the Company offers tournament poker which allows users to buy-in for a fixed price for prize money. For tournament play, revenue is recognized for the difference between the entry fees collected and the amounts paid out to users as prizes and winnings. In each of the online gaming products, a single performance obligation exists at the time a wager is made to operate the games and award prizes or payouts to users based on a particular outcome. Revenue is recognized at the conclusion of each contest, wager, or wagering game hand. Additionally, certain incentives given to users, for example, that allow the user to make an additional wager at a reduced price, may provide the user with a material right which gives rise to a separate performance obligation. The Company allocates a portion of the user’s wager to incentives that create material rights that are redeemed or expired in the future. The allocated revenue for gaming wagers is primarily recognized when the wagers occur because all such wagers settle immediately. The Company applies a practical expedient by accounting for revenue from gaming on a portfolio basis because such wagers have similar characteristics, and the Company reasonably expects the effects on the financial statements of applying the revenue recognition guidance to the portfolio to not differ materially from that which would result if applying the guidance to an individual wagering contract.
Cost of Revenue	Cost of Revenue Cost of revenue consists primarily of variable costs. These include mainly (i) content license fees, (ii) payment processing fees and chargebacks, (iii) platform technology, software, and connectivity costs directly associated with revenue generating activities, (iv) gaming duties, and (v) sportsbook feed / provider services. The Company incurs payment processing fees on B2C user deposits, withdrawals, and deposit reversals from payment processors. Cost of revenue excludes depreciation of the servers on which the Company’s gaming platforms reside as well as amortization of intangible assets including internally developed software.
Sales and Marketing	Sales and Marketing Sales and marketing expense primarily consists of general marketing and advertising costs, B2C user acquisition expenses and personnel costs within our sales and marketing functions. Sales and marketing costs are expensed as incurred.
Product and Technology	Product and Technology Product and technology expenses consist primarily of personnel costs associated with development and maintenance activities that are not capitalized. These costs primarily represent employee expenses (including but not limited to, salaries, bonus, employee benefits, employer tax expenses, and stock-based compensation) for personnel and contractors involved in the design, development, and project management of our proprietary technologies as well as developed and licensed content.
General and Administrative	General and Administrative General and administrative expenses consist of costs, including gaming operations costs, not related to sales and marketing, product and technology or revenue. General and administrative costs include professional services (including legal, regulatory and compliance, audit, and consulting expenses), rent, contingencies, insurance, allowance for credit losses, foreign currency transaction gains and losses, and costs related to the compensation of executive and non-executive personnel, including stock-based compensation.
Content Licensing Fees	Content Licensing Fees Content licensing fees are paid to third parties for gaming content which are expensed as incurred. Content licensing fees are calculated as a percentage of net gaming revenues in respect of the third-party games, as stipulated in the third-party agreements.
Share-based Compensation	Share-based Compensation Share-based compensation expense is recognized for share options and restricted shares issued to employees and non-employee members of the Company’s Board of Directors. The Company’s issued share options and restricted shares, which are primarily considered equity awards and include only service conditions, are valued based on the fair value of these awards on the date of grant. The fair value of the share options is estimated using a Black-Scholes option pricing model and the fair value of the restricted shares (restricted share awards and restricted share units) is based on the market price of the Company’s shares on the date of grant. Certain restricted share units awards issued to non-employee members of the Company’s Board of Directors permit shares upon vesting to be withheld, as a means of meeting the non-employee director’s tax withholding requirements, and paid in cash to the non-employee director. The Company additionally incurs share-based compensation expense under compensation arrangements with certain of its employees under which the Company will settle bonuses for a fixed dollar amount by issuing a variable number of shares based on the Company’s stock price on the settlement date. These awards are classified as liability-based awards which are measured based on the fair value of the award at the end of each reporting period until settled. Related compensation expense is recognized based on changes to the fair value over the applicable service period. Share-based compensation is recorded over the requisite service period, generally defined as the vesting period. For awards with graded vesting and only service conditions, compensation cost is recorded on a straight-line basis over the requisite service period of the entire award. Forfeitures are recorded in the period in which they occur.
Loss Per Share, Basic and Diluted	Loss Per Share, Basic and Diluted Basic loss per share is calculated by dividing the net loss by the weighted average number of ordinary shares outstanding during the year. In periods of loss, basic and diluted per share information are the same.
Cash	Cash Cash is comprised of cash held at the bank and third-party service providers. The Company is required to maintain compensating cash balances to satisfy its liabilities to users. Such balances are included within cash in the consolidated balance sheets and are not subject to creditor claims. At December 31, 2023 and 2022, the related liabilities to users were $ 10,185 10,683
Accounts Receivable, net	Accounts Receivable, net Accounts receivable are stated at invoiced amounts and are unsecured, non-interest bearing and generally have 30-day payment terms. The Company maintains an allowance for doubtful accounts that reduces receivables to amounts expected to be collected. Management estimates the allowance for doubtful accounts by assessing the probability of non-payment of the receivable. On confirmation that the account receivable will not be collected, the gross carrying value of the asset is written off against the related allowance for doubtful accounts. Due to the nature of our customer population, the provision for credit losses has primarily been based on specific identification and has not been significant historically. The provision for credit losses on accounts receivable is recorded in general and administrative expense in the accompanying consolidated statements of operations. GAN LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share amounts) The activity in the allowance for doubtful accounts was as follows: SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS Year Ended December 31, 2023 2022 Beginning balance $ 250 $ 120 Provision for expected credit losses (6 ) (34 ) Write-offs, net of recoveries — 164 Ending balance $ 244 $ 250
Capitalized Software Development Costs, net	Capitalized Software Development Costs, net The Company capitalizes certain development costs related to its internet gaming platforms during the application development stage. Costs associated with preliminary project activities, training, maintenance and all other post implementation stage activities are expensed as incurred. Software development costs are capitalized when application development begins, it is probable that the project will be completed, and the software will be used as intended. The Company capitalizes certain costs related to specific upgrades and enhancements when it is probable that expenditures will result in additional functionality of the platform to its customers. The capitalization policy provides for the capitalization of certain payroll and payroll related costs for employees who spent time directly associated with development and enhancements of the platform. Capitalized software development costs are amortized on a straight-line basis over their estimated useful lives, which generally ranges from three to five years, and are included within depreciation and amortization expense in the accompanying consolidated statements of operations.
Goodwill	Goodwill Goodwill represents the excess of the fair value of the consideration transferred over the estimated fair values of the identifiable assets acquired and liabilities assumed on the acquisition date. The Company has recorded goodwill primarily from its acquisition of Coolbet in January 2021. Goodwill is not amortized, but rather is reviewed for impairment annually (as of October 1st) or more frequently if facts or circumstances indicate that it is more-likely-than-not the fair value of a reporting unit may be below its carrying amount. The Company has determined that it has two reporting units: B2C and B2B. In its goodwill impairment testing in each segment, the Company has the option to perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of the reporting unit, including goodwill, is less than its carrying amount prior to performing the quantitative impairment test. The qualitative assessment evaluates various events and circumstances, such as macro-economic conditions, industry and market conditions, cost factors, relevant events and financial trends that may impact a reporting unit’s fair value. If it is determined that the estimated fair value of the reporting unit is more-likely-than not less than its carrying amount, including goodwill, the quantitative goodwill impairment test is required. Otherwise, no further analysis would be required. If the quantitative impairment test for goodwill is deemed necessary, this quantitative impairment analysis compares the fair value of the Company’s reporting unit to its related carrying value. If the fair value of the reporting unit is less than its carrying amount, goodwill is written down to the fair value and an impairment loss is recognized. If the fair value of the reporting unit exceeds its carrying amount, no further analysis is required. Fair value of the reporting unit is determined using valuation techniques, primarily using discounted cash flow analysis. ASC Topic 350 requires that goodwill be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company performed a qualitative and quantitative impairment test as of June 30, 2022 which resulted in an impairment to goodwill of $ 28.9 In December 2022, the Company revised its long-term plan as a result of material reductions in its expected future cash flows from its B2B segment, a strategic decision not to pursue and invest further in its original content strategy, and a re-assessment of its growth strategy related to its B2C segment. As a result, the Company identified negative market indicators and trends related to the value of its reporting units. These events and circumstances indicated impairment may be probable and an additional quantitative goodwill impairment assessment as of December 31, 2022 was performed. The Company estimated the fair value of all reporting units utilizing both a market approach and an income approach (discounted cash flow) and the significant assumptions used to measure fair value include discount rate, terminal value factors, revenue and EBITDA multiples, and control premiums. The income approach used to test the Company’s reporting units includes the projection of estimated operating results and cash flows, discounted using a weighted-average cost of capital (“WACC”) that reflects current market conditions appropriate to each reporting unit. Those projections involve the Company’s best estimates of economic and market conditions over the projected period, including growth rates in revenues and costs and best estimates of future expected changes in operating margins and cash expenditures. Other significant assumptions and estimates used in the income approach include terminal value growth rates, future estimates of capital expenditures and changes in future working capital requirements. In addition, the WACC utilized to discount estimated future cash flows is sensitive to changes in interest rates and other market rates in place at the time the assessment is performed. The market approach used to test the Company’s reporting units included the review of revenue and EBITDA multiples from other publicly traded companies in the industry used to derive their enterprise values and the application of those multiples to the relevant earnings streams within each reportable segment of the Company. The Company confirmed the reasonableness of the estimated reporting unit fair values under the income and market approaches by reconciling those fair values to its enterprise value and market capitalization. Data points from other market participants were additionally used which indicated that the lower end of valuation ranges related to our B2C segment may be indicated until regulatory uncertainties were clarified. As a result of its impairment test performed as of December 31, 2022, the Company recognized an impairment to goodwill of $ 108.0 136.9 No
Long-lived Assets	Long-lived Assets Long-lived assets, except goodwill, consist of property and equipment, and finite lived acquired intangible assets, such as developed software, gaming licenses, trademarks, trade names and customer relationships. Intangible assets are amortized on a straight-line basis over their estimated useful lives. The Company considers the period of expected cash flows and underlying data used to measure the fair value of the intangible assets when selecting the estimated useful lives. Gaming licenses include license applications fees and market access payments in connection with agreements that the Company enters into with strategic partners. The market access arrangements authorize the Company to offer online gaming and online sports betting in certain regulated markets. These costs are capitalized and amortized on a straight-line basis over their estimated useful lives, beginning with the commencement of operations. The fair value of the acquired intangible assets is primarily determined using the income approach. In performing these valuations, the Company’s key underlying assumptions used in the discounted cash flows were projected revenue, gross margin expectations and operating cost estimates. There are inherent uncertainties and management judgment is required in these valuations. Long-lived assets, except goodwill, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company compares the undiscounted cash flows expected to be generated by that asset or asset group to their carrying amount. If the carrying amount of the long-lived asset or asset group are not recoverable on an undiscounted cash flow basis, an impairment charge is recognized to the extent that the carrying amount exceeds fair value. Fair value is determined through various techniques, such as discounted cash flow models using probability weighted estimated future cash flows and the use of valuation specialists. In December 2022, the Company revised long-range plan as a result of material reductions in its expected future cash flows from its B2B segment, a strategic decision not to pursue and invest further in its original content strategy, and a re-assessment of its growth strategy related to its B2C segment. In connection with these initiatives, the Company began planning to sunset certain of its legacy GameSTACK technology (the “Legacy Technology”) following the launch of GAN Sports and the rollout of newer GameSTACK technology developed after its acquisition of Coolbet. These events and circumstances indicated that the carrying amount of the Company’s long-lived assets may not be recoverable and the Company tested these assets for impairment. During the year ended December 31, 2022 the Company recognized an impairment to its intangible assets and capitalized software development costs of $ 19.1 10.0
Liabilities to Users	Liabilities to Users The Company records liabilities for user account balances. User account balances consist of user deposits, promotional awards and user winnings less user withdrawals and user losses.
Legal Contingencies and Litigation Accruals	Legal Contingencies and Litigation Accruals On a quarterly basis, the Company assesses potential losses in relation to pending or threatened legal matters. If a loss is considered probable and the amount can be reasonably estimated, the Company recognizes an expense for the estimated loss. Estimates of any such loss are subjective in nature and require the evaluation of numerous facts and assumptions as to future events, including the application of legal precedent which may be conflicting. To the extent these estimates are more or less than the actual liability resulting from the resolution of these matters, the Company’s financial results will increase or decrease accordingly. Legal costs associated with loss contingencies are expensed as incurred.
Debt	Debt Debt issuance costs incurred in connection with the issuance of new debt are recorded as a reduction to the long-term debt balance on the consolidated balance sheets, and amortized over the term of the loan commitment as interest expense in the accompanying consolidated statements of operations. The Company calculates amortization expense on capitalized debt issuance costs using the effective interest method in accordance with Accounting Standards Codification (“ASC”) 470, Debt.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company applies the provisions of ASC 820, Fair Value Measurements and Disclosures, which provides a single authoritative definition of fair value, sets out a framework for measuring fair value and expands on required disclosures about fair value measurement. Fair value represents the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company uses the following hierarchy in measuring the fair value of the Company’s assets and liabilities, focusing on the most observable inputs when available: ● Level 1 Quoted prices in active markets for identical assets or liabilities. ● Level 2 Observable inputs other than Level 1 quoted prices, such as quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active for identical or similar assets and liabilities, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 Valuations are based on the inputs that are unobservable and significant to the overall fair value measurement of the assets or liabilities. Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Valuation techniques used to measure the fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The Company does not hold any significant Level
Income Taxes	Income Taxes The Company is subject to income taxes in the United States, U.K., Bulgaria, Israel, Canada, and Malta. The Company records an income tax expense for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, deferred income tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as for loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. The effect on deferred income tax of a change in tax rates are recorded in the period of the enactment. Deferred tax assets are reduced, through a valuation allowance, if necessary, by the amount of such benefits that are not expected to be realized based on current available evidence. In evaluating the Company’s ability to recover deferred tax assets in the jurisdiction from which they arise, all available positive and negative evidence is considered, including results of recent operations, scheduled reversals of deferred tax liabilities, projected future taxable income, and tax-planning strategies. The Company records a valuation allowance to reduce its deferred tax assets to the net amount that it believes is more likely than not to be realized. The Company recognizes tax benefits from uncertain tax positions only if management believes that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. Although the Company believes that it has adequately provided for uncertain tax positions, no assurance can be given that the final tax outcome of these matters would not be materially different. Adjustments are made when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences would affect the provision for income taxes in the period in which such determination is made and could have a material impact on the Company’s financial condition and operating results. The Company recognizes penalties and interest related to income tax matters in income tax expense.
Segments	Segments The Company operates in two operating segments, B2B and B2C. Operating segments are defined as components of an enterprise where separate financial information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assess the Company’s performance. The Company’s CODM is the Chief Executive Officer. The CODM allocates resources and assesses performance based upon discrete financial information at the operating segment level.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
SCHEDULE OF IMPACT OF OPERATING EXPENSE RECLASSIFICATION	The following table provides the impact of operating expense reclassification for the year ended December 31, 2022. SCHEDULE OF IMPACT OF OPERATING EXPENSE RECLASSIFICATION For the Year Ended December 31, 2022 As previously Impact of operating As currently reported expense reclassification reported Operating expenses Sales and marketing $ 28,095 $ 208 $ 28,303 Product and technology 26,345 8,850 35,195 General and administrative (1) 46,906 (9,058 ) 37,848 Total operating expenses $ 101,346 $ — $ 101,346 (1) Excludes depreciation and amortization expense.
SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS	The activity in the allowance for doubtful accounts was as follows: SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS Year Ended December 31, 2023 2022 Beginning balance $ 250 $ 120 Provision for expected credit losses (6 ) (34 ) Write-offs, net of recoveries — 164 Ending balance $ 244 $ 250

PROPERTY AND EQUIPMENT, NET (Ta

PROPERTY AND EQUIPMENT, NET (Tables)	12 Months Ended
	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
SCHEDULE OF PROPERTY AND EQUIPMENT	Property and equipment, net is recorded in other assets in the consolidated balance sheets at December 31, 2023 and 2022 and consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT Life (in years) 2023 2022 Estimated Useful December 31, December 31, Life (in years) 2023 2022 Fixtures, fittings and equipment 3 5 $ 5,052 $ 4,136 Platform hardware 5 2,251 2,313 Total property and equipment, cost 7,303 6,449 Less: accumulated depreciation (3,144 ) (3,599 ) Total $ 4,159 $ 2,850

CAPITALIZED SOFTWARE DEVELOPM_2

CAPITALIZED SOFTWARE DEVELOPMENT COSTS, NET (Tables)	12 Months Ended
	Dec. 31, 2023
Research and Development [Abstract]
SCHEDULE OF CAPITALIZED COMPUTER SOFTWARE COSTS, NET	Capitalized software development costs, net at December 31, 2023 and 2022 consisted of the following: SCHEDULE OF CAPITALIZED COMPUTER SOFTWARE COSTS, NET December 31, December 31, 2023 2022 Capitalized software development costs $ 10,759 $ 6,857 Development in progress 494 732 Total capitalized software development, cost 11,253 7,589 Less: accumulated amortization (2,883 ) (840 ) Total $ 8,370 $ 6,749

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS (Tables)	12 Months Ended
	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
SCHEDULE OF GOODWILL	The changes in the carrying amount of goodwill, by segment, for the year ended December 31, 2022 were as follows: SCHEDULE OF GOODWILL B2B B2C Total Balance at January 1, 2022 $ 72,230 $ 73,912 $ 146,142 Impairment (67,338 ) (69,567 ) (136,905 ) Effect of foreign currency translation (4,892 ) (4,345 ) (9,237 ) Balance at December 31, 2022 $ — $ — $ —
SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS	Definite-lived intangible assets, net consisted of the following: SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS Weighted December 31, 2023 Average Gross Amortization Carrying Accumulated Net Carrying Period (in years) Amount Amortization Amount Developed technology 5.0 $ 34,669 $ (28,711 ) $ 5,958 Customer relationships 3.3 6,977 (5,835 ) 1,142 Trade names and trademarks 10.0 5,549 (1,889 ) 3,660 Gaming licenses 5.4 3,617 (2,019 ) 1,598 $ 50,812 $ (38,454 ) $ 12,358 Weighted December 31, 2022 Average Gross Amortization Carrying Accumulated Net Carrying Period (in years) Amount Amortization Amount Developed technology 3.9 $ 33,443 $ (17,570 ) $ 15,873 Customer relationships 3.1 6,788 (3,426 ) 3,362 Trade names and trademarks 10.0 5,347 (1,312 ) 4,035 Gaming licenses 6.7 3,149 (1,464 ) 1,685 $ 48,727 $ (23,772 ) $ 24,955
SCHEDULE OF FINITE -LIVED INTANGIBLE ASSETS, AMORTIZATION EXPENSE	Estimated amortization expense for the next five years is as follows: SCHEDULE OF FINITE -LIVED INTANGIBLE ASSETS, AMORTIZATION EXPENSE Amount 2024 $ 3,036 2025 3,009 2026 2,553 2027 1,954 2028 1,806 Total $ 12,358

DEBT (Tables)

DEBT (Tables)	12 Months Ended
	Dec. 31, 2023
Debt Disclosure [Abstract]
SCHEDULE OF LONG TERM DEBT	The carrying values of the Company’s long-term debt consist of the following: SCHEDULE OF LONG TERM DEBT Effective Interest Rate As of December 31, 2023 Credit Facility Principal 10.22 % $ 44,642 Less unamortized debt issuance costs (2,453 ) Long-term debt, net $ 42,189

SHARE-BASED COMPENSATION (Table

SHARE-BASED COMPENSATION (Tables)	12 Months Ended
	Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]
SCHEDULE OF SHARE-BASED COMPENSATION, STOCK OPTION ACTIVITY	A summary of the share option activity as of and for the year ended December 31, 2023 is as follows: SCHEDULE OF SHARE-BASED COMPENSATION, STOCK OPTION ACTIVITY Weighted Weighted Average Average Aggregate Number of Exercise Contractual Intrinsic Shares Price Term Value Outstanding at December 31, 2022 3,447,155 $ 9.12 6.59 $ 1,139 Granted 612,081 0.01 Exercised (181,516 ) 1.12 Forfeited/expired or cancelled (1,197,530 ) 13.36 Outstanding at December 31, 2023 2,680,190 $ 5.69 6.43 $ 1,877 Options exercisable at December 31, 2023 1,737,271 $ 7.21 5.18 $ 620
SCHEDULE OF SHARE-BASED COMPENSATION, FAIR VALUE ASSUMPTIONS	SCHEDULE OF SHARE-BASED COMPENSATION, FAIR VALUE ASSUMPTIONS 2023 2022 Year Ended December 31, 2023 2022 Expected share price volatility n.m. 55.03 % Expected term (in years) n.m. 4.26 Risk-free interest rate n.m. 1.36 % Dividend yield 0 % 0 %
SCHEDULE OF SHARE BASED COMPENSATION, RESTRICTED STOCK UNIT ACTIVITY	A summary of the restricted share unit activity as of and for the year ended December 31, 2023 is as follows: SCHEDULE OF SHARE BASED COMPENSATION, RESTRICTED STOCK UNIT ACTIVITY Weighted Average Number of Grant Date Shares Fair Value Outstanding at December 31, 2022 1,171,371 $ 5.43 Granted 2,285,949 1.55 Vested (829,895 ) 3.16 Forfeited/expired or cancelled (415,181 ) 4.23 Outstanding at December 31, 2023 2,212,244 $ 2.49

LOSS PER SHARE (Tables)

LOSS PER SHARE (Tables)	12 Months Ended
	Dec. 31, 2023
Earnings Per Share [Abstract]
SCHEDULE OF ANTI-DILUTIVE STOCK EXCLUDED FROM COMPUTATION OF DILUTED EARNINGS PER SHARE	SCHEDULE OF ANTI-DILUTIVE STOCK EXCLUDED FROM COMPUTATION OF DILUTED EARNINGS PER SHARE 2023 2022 Year Ended December 31, 2023 2022 Share options 2,680,190 3,447,155 Restricted shares — 17,218 Restricted share units 2,212,244 1,171,371 Total 4,892,434 4,635,744

REVENUE (Tables)

REVENUE (Tables)	12 Months Ended
	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
SCHEDULE OF REVENUE RECOGNIZED IN LINE WITH THE TIMING OF TRANSFER OF SERVICES	The following table reflects revenue recognized for the years ended December 31, 2023 and 2022 in line with the timing of transfer of services: SCHEDULE OF REVENUE RECOGNIZED IN LINE WITH THE TIMING OF TRANSFER OF SERVICES 2023 2022 Year Ended December 31, 2023 2022 Revenue from services delivered at a point in time $ 86,386 $ 88,331 Revenue from services delivered over time 43,033 53,197 Total $ 129,419 $ 141,528
SCHEDULE OF CONTRACT WITH CUSTOMERS	The following table reflects contract liabilities arising from cash consideration received in advance from customers for the periods presented: SCHEDULE OF CONTRACT WITH CUSTOMERS 2023 2022 Year Ended December 31, 2023 2022 Contract liabilities from advance customer payments, beginning of the period $ 2,117 $ 1,874 Contract liabilities from advance customer payments, end of the period (1) 7,873 2,117 Revenue recognized from amounts included in contract liabilities from advance customer payments at the beginning of the period 932 841 (1) Contract liabilities from advance customer payments, end of period consisted of $ 3,490 913 4,383 1,204

SEGMENT REPORTING (Tables)

SEGMENT REPORTING (Tables)	12 Months Ended
	Dec. 31, 2023
Segment Reporting [Abstract]
SCHEDULE OF FINANCIAL INFORMATION FOR REPORTABLE SEGMENTS	Summarized financial information by reportable segments for the years ended December 31, 2023 and 2022 is as follows: SCHEDULE OF FINANCIAL INFORMATION FOR REPORTABLE SEGMENTS B2B B2C Total B2B B2C Total Year Ended December 31, 2023 2022 B2B B2C Total B2B B2C Total Revenue $ 43,154 $ 86,265 $ 129,419 $ 54,045 $ 87,483 $ 141,528 Cost of revenue (1) 8,424 30,276 38,700 11,248 30,386 41,634 Segment contribution $ 34,730 $ 55,989 $ 90,719 $ 42,797 $ 57,097 $ 99,894 (1) Excludes depreciation and amortization expense
SCHEDULE OF RECONCILIATION OF CONSOLIDATED SEGMENT CONTRIBUTION TO CONSOLIDATED INCOME (LOSS) BEFORE INCOME TAXES	The following table presents a reconciliation of segment contribution to the consolidated loss before income taxes for the years ended December 31, 2023 and 2022: SCHEDULE OF RECONCILIATION OF CONSOLIDATED SEGMENT CONTRIBUTION TO CONSOLIDATED INCOME (LOSS) BEFORE INCOME TAXES 2023 2022 Year Ended December 31, 2023 2022 Segment contribution (1) $ 90,719 $ 99,894 Sales and marketing 28,972 28,303 Product and technology 38,243 35,195 General and administrative (1) 36,657 37,848 Impairment — 166,010 Restructuring — 1,771 Depreciation and amortization 17,161 23,276 Other loss, net 3,992 1,047 Loss before income taxes $ (34,306 ) $ (193,556 ) (1) Excludes depreciation and amortization expense
SCHEDULE OF DISAGGREGATION OF REVENUE BY PRODUCTS AND SERVICES FOR EACH SEGMENT	The following table disaggregates total revenue by product and services for each segment: SCHEDULE OF DISAGGREGATION OF REVENUE BY PRODUCTS AND SERVICES FOR EACH SEGMENT 2023 2022 Year Ended December 31, 2023 2022 B2B: Platform and content license fees $ 31,466 $ 43,519 Development services and other 11,688 10,526 Total B2B revenue 43,154 54,045 B2C: Sportsbook 33,315 37,902 Casino 50,035 46,888 Poker 2,915 2,693 Total B2C revenue 86,265 87,483 Total revenue $ 129,419 $ 141,528
SCHEDULE OF REVENUE BY LOCATION OF THE CUSTOMER	Revenue by location of the customer for the years ended December 31, 2023 and 2022 was as follows: SCHEDULE OF REVENUE BY LOCATION OF THE CUSTOMER 2023 2022 Year Ended December 31, 2023 2022 United States $ 31,758 $ 45,615 Europe 47,788 45,092 Latin America 39,935 44,078 Rest of the world 9,938 6,743 Revenue $ 129,419 $ 141,528

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
SCHEDULE OF INCOME BEFORE INCOME TAX, DOMESTIC AND FOREIGN	The Company’s loss before income taxes for the years ended December 31, 2023 and 2022 consisted of the following: SCHEDULE OF INCOME BEFORE INCOME TAX, DOMESTIC AND FOREIGN 2023 2022 Year Ended December 31, 2023 2022 Domestic $ 5,897 $ 5,504 Foreign 28,409 188,052 Loss before income taxes $ 34,306 $ 193,556
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT)	The components of income tax expense (benefit) for the years ended December 31, 2023 and 2022 consisted of the following: SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) 2023 2022 Year Ended December 31, 2023 2022 Current: Domestic $ — $ — U.S. Federal and State 66 48 Foreign 1,089 644 Total current expense 1,155 692 Deferred: Domestic — — U.S. Federal and State — 864 Foreign (1,017 ) 2,386 Total deferred expense (benefit) (1,017 ) 3,250 Total income tax expense $ 138 $ 3,942
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION	The following is a reconciliation of income taxes computed at the statutory income tax rate to the Company’s income tax expense (benefit) for the years ended December 31, 2023 and 2022: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION 2023 2022 Year Ended December 31, 2023 2022 Income (loss) before income taxes multiplied by the statutory tax rate of 0 $ — $ — Effects of tax rates in foreign jurisdictions (5,445 ) (19,629 ) Share-based compensation 1,154 802 Nondeductible officers compensation — 660 Valuation allowance 3,430 10,200 Unrecognized tax benefit 193 674 Change in tax rates 300 — Foreign withholding taxes 192 8 Goodwill impairment — 148 Return to provision (647 ) 6,805 Tax on unremitted earnings (6 ) 325 Foreign Tax Credit (84 ) 3,030 Other 1,051 919 Total income tax expense $ 138 $ 3,942
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES	Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the net deferred taxes at December 31, 2023 and 2022 are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2023 2022 December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 20,199 $ 13,533 Share-based compensation 971 1,314 Fixed assets and intangibles 2,608 8,178 Accruals and allowances 276 299 Interest 4,487 998 Other 88 13 Total deferred tax assets 28,629 24,335 Valuation allowance (28,244 ) (24,094 ) Total deferred tax assets, net of valuation allowance 385 241 Deferred tax liabilities: Fixed assets and intangibles (479 ) (1,157 ) Prepayments (57 ) (37 ) Tax on unremitted earnings (3,431 ) (3,061 ) Other (57 ) (13 ) Total deferred tax liabilities (4,024 ) (4,268 ) Net deferred tax liabilities $ (3,639 ) $ (4,027 )
SCHEDULE OF UNRECOGNIZED TAX BENEFITS	A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: SCHEDULE OF UNRECOGNIZED TAX BENEFITS Year Ended December 31, 2023 2022 Unrecognized tax benefits — January 1 $ 766 $ 197 Additions for tax positions taken in a prior year 395 470 Additions for tax positions taken in current year 197 142 Reductions for tax positions taken in the prior year due to statutes lapsing (7 ) (4 ) Other reductions for tax positions taken in the prior year (1 ) (39 ) Unrecognized tax benefits — December 31 $ 1,350 $ 766

LEASES (Tables)

LEASES (Tables)	12 Months Ended
	Dec. 31, 2023
Lessee Disclosure [Abstract]
SCHEDULE OF OPERATING AND FINANCE LEASE ASSET AND LIABILITY	SCHEDULE OF OPERATING AND FINANCE LEASE ASSET AND LIABILITY As of December 31, 2023 December 31, 2022 Leases Classification Assets Total operating leased assets, net Operating lease right-of-use assets (1) $ 4,340 $ 234 Liabilities Current Operating lease liabilities $ 804 $ 195 Non-current Operating lease liabilities – non-current 3,577 — Total lease liabilities $ 4,381 $ 195 (1) Operating lease right-of-use assets are recorded, net of accumulated amortization of $ 378 1,033
SCHEDULE OF FUTURE MINIMUM MATURITIES OF OPERATING LEASE LIABILITIES	Maturities of lease liabilities, including reconciliation to the lease liabilities, based on required contractual payments, are as follows: SCHEDULE OF FUTURE MINIMUM MATURITIES OF OPERATING LEASE LIABILITIES Operating Leases 2024 $ 1,174 2025 1,174 2026 1,174 2027 1,174 2028 662 Total lease payments 5,358 Less: future interest costs 977 Present value of lease liabilities $ 4,381
SCHEDULE OF FINANCE AND OPERATING RELATED TO LEASES	Other information related to leases as of and for the years end December 31, 2023 and 2022 was as follows: SCHEDULE OF FINANCE AND OPERATING RELATED TO LEASES Year Ended December 31, 2023 2022 Operating lease weighted-average remaining lease term (years) 4.5 0.8 Operating lease weighted-average discount rate 9.0 % 4.8 % Cash paid for the amounts included in the measurement of operating lease liabilities $ 726 $ 476

NATURE OF OPERATIONS (Details N

NATURE OF OPERATIONS (Details Narrative) - $ / shares	Dec. 31, 2023	Nov. 07, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share Price	$ 0.01
Merger Consideration [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share Price		$ 1.97

SCHEDULE OF IMPACT OF OPERATING

SCHEDULE OF IMPACT OF OPERATING EXPENSE RECLASSIFICATION (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2023	Dec. 31, 2022
Reclassification [Line Items]
Sales and marketing		$ 28,972	$ 28,303
Product and technology		38,243	35,195
General and administrative	[1]	36,657	37,848
Total operating expenses		$ 159,733	334,037
As Previously Reported [Member]
Reclassification [Line Items]
Sales and marketing			28,095
Product and technology			26,345
General and administrative	[2]		46,906
Total operating expenses			101,346
Impact Of Operating Expense Reclassification [Member]
Reclassification [Line Items]
Sales and marketing			208
Product and technology			8,850
General and administrative	[2]		(9,058)
Total operating expenses
As Currently Reported [Member]
Reclassification [Line Items]
Sales and marketing			28,303
Product and technology			35,195
General and administrative	[2]		37,848
Total operating expenses			$ 101,346
[1]Excludes depreciation and amortization expense[2]Excludes depreciation and amortization expense.

SCHEDULE OF ALLOWANCE FOR DOUBT

SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Beginning balance	$ 250	$ 120
Provision for expected credit losses	(6)	(34)
Write-offs, net of recoveries		164
Ending balance	$ 244	$ 250

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) $ in Thousands			1 Months Ended	6 Months Ended	12 Months Ended
	Apr. 14, 2023 USD ($)	Apr. 13, 2023 USD ($)	Apr. 30, 2022 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2023 USD ($) Integer	Dec. 31, 2022 USD ($)	Apr. 26, 2022 USD ($)
Accumulated deficit					$ 309,305	$ 274,861
Cash					38,578	45,920
Liabilities to users					10,185	10,683
Net loss					34,444	197,498
Net cash provided by used in operating activities					3,565	1,249
Proceeds from issuance of long-term debt			$ 30,000		42,000	30,000
Proceeds from line of credit			$ 27,600
Debt principal amount	$ 42,000	$ 30,000			44,642		$ 30,000
Credit facility interest rate	8%	8%
Financial covenant requirement minimum liquidity		$ 10,000
Foreign currency transaction					2,104	969
Revenue remaining performance obligation					$ 48,600
Revenue remaining performance obligation expected timing of satisfaction					the Company expects to satisfy $34.7 million within the next five-year period, and the remaining over a ten-year period
Amounts due to customers current					$ 1,994	1,628
Number of third party gaming products available | Integer					6,000
Goodwill impairment				$ 28,900	$ 0	136,905
Goodwill impairment of loss net of tax						108,000
Impairment of intangible assets						166,010
Licenses [Member]
Impairment of intangible assets						19,100
Software Development [Member]
Impairment of intangible assets						$ 10,000
Northern Europe And Latin America [Member]
Cash deposits					$ 30,700

ACQUISITION (Details Narrative)

ACQUISITION (Details Narrative) - USD ($) $ in Thousands			1 Months Ended	12 Months Ended
	Mar. 29, 2023	Apr. 05, 2022	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Payment of content licensing liability fixed fees					$ 10,000
Consideration transferred				$ 24,900
Amortization recognized				13,543	15,581
Content licensing liability				2,200
Ainsworth Game Technology [Member]
Business Acquisition [Line Items]
Amortization recognized				500
Content Licensing Agreement [Member]
Business Acquisition [Line Items]
Payment to acquire business		$ 25,000
Impairment of intangible assets			$ 19,100
Intangible assets associated with business combination				$ 1,100
Fixed fees payable	$ 15,000
Remaining payment	4,000
Content licensing liability periodical payment	200
Content Licensing Agreement [Member] | Customer Relationships [Member]
Business Acquisition [Line Items]
Licensing liability remaining outstanding	$ 1,500
Stock issued during period, shares, new issues	1,250,000
2023 Through 2025 [Member]
Business Acquisition [Line Items]
Payment of content licensing liability fixed fees					$ 5,000

SCHEDULE OF PROPERTY AND EQUIPM

SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Total property and equipment, cost	$ 7,303	$ 6,449
Less: accumulated depreciation	(3,144)	(3,599)
Total	4,159	2,850
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, cost	$ 5,052	4,136
Furniture and Fixtures [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life	3 years
Furniture and Fixtures [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life	5 years
Platform Hardware [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, cost	$ 2,251	$ 2,313
Property plant and equipment useful life	5 years

PROPERTY AND EQUIPMENT, NET (De

PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation expenses	$ 1,648	$ 1,427

SCHEDULE OF CAPITALIZED COMPUTE

SCHEDULE OF CAPITALIZED COMPUTER SOFTWARE COSTS, NET (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Research and Development [Abstract]
Capitalized software development costs	$ 10,759	$ 6,857
Development in progress	494	732
Total capitalized software development, cost	11,253	7,589
Less: accumulated amortization	(2,883)	(840)
Total	$ 8,370	$ 6,749

CAPITALIZED SOFTWARE DEVELOPM_3

CAPITALIZED SOFTWARE DEVELOPMENT COSTS, NET (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Impairment of intangible assets		$ 166,010
Amortization expense	$ 1,972	6,166
Software Development [Member]
Finite-Lived Intangible Assets [Line Items]
Impairment of intangible assets		$ 10,000

SCHEDULE OF GOODWILL (Details)

SCHEDULE OF GOODWILL (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2023	Dec. 31, 2022
Indefinite-Lived Intangible Assets [Line Items]
Balance at January 1, 2022	$ 146,142		$ 146,142
Impairment	(28,900)	0	(136,905)
Effect of foreign currency translation			(9,237)
Balance at December 31, 2022
Business to Business (B2B) [Member]
Indefinite-Lived Intangible Assets [Line Items]
Balance at January 1, 2022	72,230		72,230
Impairment			(67,338)
Effect of foreign currency translation			(4,892)
Balance at December 31, 2022
Business to Consumer (B2C) [Member]
Indefinite-Lived Intangible Assets [Line Items]
Balance at January 1, 2022	$ 73,912		73,912
Impairment			(69,567)
Effect of foreign currency translation			(4,345)
Balance at December 31, 2022

SCHEDULE OF FINITE-LIVED INTANG

SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 50,812	$ 48,727
Accumulated Amortization	(38,454)	(23,772)
Net Carrying Amount	12,358	24,955
Developed Technology Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	34,669	33,443
Accumulated Amortization	(28,711)	(17,570)
Net Carrying Amount	$ 5,958	$ 15,873
Weighted Average Amortization Period	5 years	3 years 10 months 24 days
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 6,977	$ 6,788
Accumulated Amortization	(5,835)	(3,426)
Net Carrying Amount	$ 1,142	$ 3,362
Weighted Average Amortization Period	3 years 3 months 18 days	3 years 1 month 6 days
Trademarks and Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 5,549	$ 5,347
Accumulated Amortization	(1,889)	(1,312)
Net Carrying Amount	$ 3,660	$ 4,035
Weighted Average Amortization Period	10 years	10 years
License [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 3,617	$ 3,149
Accumulated Amortization	(2,019)	(1,464)
Net Carrying Amount	$ 1,598	$ 1,685
Weighted Average Amortization Period	5 years 4 months 24 days	6 years 8 months 12 days

SCHEDULE OF FINITE -LIVED INTAN

SCHEDULE OF FINITE -LIVED INTANGIBLE ASSETS, AMORTIZATION EXPENSE (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 3,036
2025	3,009
2026	2,553
2027	1,954
2028	1,806
Total	$ 12,358	$ 24,955

GOODWILL AND INTANGIBLE ASSET_2

GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Impairement of goodwill	$ 28,900	$ 0	$ 136,905
Additional impairement of goodwill			108,000
Finite-lived intangible assets, net		12,358	24,955
Amortization expense intangible assets		13,543	15,581
Content Licenses [Member] | Content Licensing Agreement [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, net		18,400
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, net		1,142	$ 3,362
Customer Relationships [Member] | Content Licensing Agreement [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, net		2,300
Fair value of intangible assets		$ 1,600

SCHEDULE OF LONG TERM DEBT (Det

SCHEDULE OF LONG TERM DEBT (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Apr. 14, 2023	Apr. 13, 2023	Dec. 31, 2022	Apr. 26, 2022
Debt Disclosure [Abstract]
Principal	$ 44,642	$ 42,000	$ 30,000		$ 30,000
Effective interest rate	10.22%
Less unamortized debt issuance costs	$ (2,453)
Long-term debt, net	$ 42,189			$ 28,157

DEBT (Details Narrative)

DEBT (Details Narrative) - USD ($) $ in Thousands				12 Months Ended
	Apr. 14, 2023	Apr. 13, 2023	Apr. 26, 2022	Dec. 31, 2023	Dec. 31, 2022
Offsetting Assets [Line Items]
Debt principal amount	$ 42,000	$ 30,000	$ 30,000	$ 44,642
Interest rate			9.50%
Maturity date			Oct. 26, 2026
Debt issuance costs				2,400
Credit facility amount				27,600
Credit facility interest rate	8%	8%
Debt instrument interest rate for exit fee		2.50%
Prepayment premiums		$ 7,300		7,267
Debt issuance costs, net		3,100
Financial covenant requirement minimum liquidity		$ 10,000
Interest expense				4,720	3,026
Amortization of debt issuance costs				$ 1,010	$ 582
Interest Rate Floor [Member]
Offsetting Assets [Line Items]
Interest rate			1%

SHAREHOLDERS_ EQUITY (Details N

SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2023	Dec. 31, 2022	May 31, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares authorized		100,000,000	100,000,000
Common stock, par value		$ 0.01	$ 0.01
Stock issued during period shares stock options exercised		181,516
Proceeds from exercise of share options		$ 202	$ 722
Stock repurchased during period value			$ 1,006
Board Of Director [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock repurchase program authorized amount				$ 5,000
Stock repurchased during period shares	303,113
Stock repurchased during period value	$ 1,000
Ordinary Shares [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued during period shares stock options exercised		181,516	375,416
Proceeds from exercise of share options		$ 202	$ 722

SCHEDULE OF SHARE-BASED COMPENS

SCHEDULE OF SHARE-BASED COMPENSATION, STOCK OPTION ACTIVITY (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
Number of Shares, Outstanding, Beginning balance	3,447,155
Weighted Average Exercise Price, Outstanding, Beginning balance	$ 9.12
Weighted average contractual term, Outstanding, Ending	6 years 5 months 4 days	6 years 7 months 2 days
Aggregate intrinsic value, Outstanding	$ 1,139
Number of Shares, Granted	612,081
Weighted Average Exercise Price, Granted	$ 0.01
Number of Shares, Exercised	(181,516)
Weighted Average Exercise Price, Exercised	$ 1.12
Number of Shares, Forfeited/expired or cancelled	(1,197,530)
Weighted Average Exercise Price, Forfeited/expired or cancelled	$ 13.36
Number of Shares, Outstanding, Ending balance	2,680,190	3,447,155
Weighted Average Exercise Price, Outstanding, Ending balance	$ 5.69	$ 9.12
Aggregate intrinsic value, Outstanding	$ 1,877	$ 1,139
Number of Shares, Options, Exercisable at end of period	1,737,271
Weighted Average Exercise Price, Options, Exercisable at end of period	$ 7.21
Weighted average contractual term, Option exercisable	5 years 2 months 4 days
Aggregate intrinsic value, Options, Exercisable at end of period	$ 620

SCHEDULE OF SHARE-BASED COMPE_2

SCHEDULE OF SHARE-BASED COMPENSATION, FAIR VALUE ASSUMPTIONS (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
Expected share price volatility		55.03%
Expected term (in years)		4 years 3 months 3 days
Risk-free interest rate		1.36%
Dividend yield	0%	0%

SCHEDULE OF SHARE BASED COMPENS

SCHEDULE OF SHARE BASED COMPENSATION, RESTRICTED STOCK UNIT ACTIVITY (Details) - Restricted Stock Units (RSUs) [Member]	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Shares Outstanding, Beginning Balance | shares	1,171,371
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares	$ 5.43
Number of Shares, Granted | shares	2,285,949
Weighted Average Grant Date Fair Value, Granted | $ / shares	$ 1.55
Number of Shares, Vested | shares	(829,895)
Weighted Average Grant Date Fair Value, Vested | $ / shares	$ 3.16
Number of Shares, Forfeited/expired or cancelled | shares	(415,181)
Weighted Average Grant Date Fair Value, Forfeited/expired or cancelled | $ / shares	$ 4.23
Number of Shares Outstanding, Ending Balance | shares	2,212,244
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares	$ 2.49

SHARE-BASED COMPENSATION (Detai

SHARE-BASED COMPENSATION (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended				3 Months Ended	12 Months Ended
	Oct. 31, 2023	Aug. 31, 2023	Mar. 31, 2023	Dec. 31, 2021	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Apr. 30, 2020
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Proceeds from exercise of share options						$ 202	$ 722
Stock options exercised, Intrinsic value						$ 620	$ 485
Number of Shares, Granted						612,081
Exercise price						$ 1.12
Weighted average grant date fair value of options						1.76	$ 3.89
Share Price						0.01
Weighted average exercise price, Granted						$ 0.01
Employee Bonuses [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Settlement of an employee liability							$ 913
Vested options							189,959
Weighted average exercise price, Granted							$ 0.01
Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation expense						$ 2,538	$ 3,194
Unrecognized compensation cost						$ 3,017
Weighted-average period						2 years 7 months 6 days
Restricted vested units, granted percentage						25%
Vesting term, description						after one year and then monthly over the next 36 months thereafter and have a maximum term of ten years.
Capitalized Software Development Costs [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation expense						$ 195	306
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation expense						$ 2,678	3,553
Weighted-average period						3 years 21 days
Restricted ordinary shares						2,285,949
Restricted stock vested						829,895
Total unrecognized compensation cost						$ 4,801
Fair value of restricted stock						$ 1.55
Restricted Stock Units (RSUs) [Member] | Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted ordinary shares			1,009,086
Restricted vested units, term			4 years
Restricted Stock Units (RSUs) [Member] | Non-employee Directors and Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted ordinary shares		705,556			296,307
Restricted vested units, term		4 years			4 years
Restricted Stock Units (RSUs) [Member] | Interim Chief Executive Officer [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted ordinary shares	275,000
Restricted vested units, term	4 years
Restricted Stock Units (RSUs) [Member] | Officers And Non Employee Directors [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock vested						401,735
Share based compensation tax expense incurred						138,134
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation expense						$ 152	$ 167
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures						$ 166
Restricted Stock [Member] | Silverback Gaming [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted ordinary shares				51,654
Fair value of restricted stock				$ 9.68
2020 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted ordinary shares						9,275,342		4,400,000
Granted ordinary shares, increased percentage								4%
Granted ordinary shares, future issuance						1,287,808
2020 Plan [Member] | Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares purchased						612,081
2020 Plan [Member] | Share-Based Payment Arrangement, Option [Member] | European Based Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Shares, Granted						612,081
Exercise price						$ 0.01
2020 Employee Stock Purchase Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Employee stock purchase plan, description						The ESPP provides initially for 300,000 ordinary shares to be sold and increases on February 1, 2022 and on each subsequent February 1 through and including February 1, 2030, equal to the lesser of (i) 0.25 percent of the number of ordinary shares issued and outstanding on the immediately preceding December 31, (ii) 100,000 ordinary shares, or (iii) such number of ordinary shares as determined by the Board of Directors.
Shares to be sold						300,000
Purchase price, rate						85%
Shares issued employee stock purchase plan						57,960
Share-based compensation expenses						$ 18

DEFINED BENEFIT CONTRIBUTION _2

DEFINED BENEFIT CONTRIBUTION PLANS (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Retirement Benefits [Abstract]
Defined contribution plan employer percent	50%
Defined contribution plan employee, percent	4%
Defined benefit plan contributions by employer	$ 729	$ 579

SCHEDULE OF ANTI-DILUTIVE STOCK

SCHEDULE OF ANTI-DILUTIVE STOCK EXCLUDED FROM COMPUTATION OF DILUTED EARNINGS PER SHARE (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	4,892,434	4,635,744
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	2,680,190	3,447,155
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total		17,218
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	2,212,244	1,171,371

SCHEDULE OF REVENUE RECOGNIZED

SCHEDULE OF REVENUE RECOGNIZED IN LINE WITH THE TIMING OF TRANSFER OF SERVICES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Total	$ 129,419	$ 141,528
Transferred at Point in Time [Member]
Disaggregation of Revenue [Line Items]
Total	86,386	88,331
Transferred over Time [Member]
Disaggregation of Revenue [Line Items]
Total	$ 43,033	$ 53,197

SCHEDULE OF CONTRACT WITH CUSTO

SCHEDULE OF CONTRACT WITH CUSTOMERS (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2023		Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Contract liabilities from advance customer payments, beginning of the period		$ 2,117	[1]	$ 1,874
Contract liabilities from advance customer payments, end of the period	[1]	7,873		2,117
Revenue recognized from amounts included in contract liabilities from advance customer payments at the beginning of the period		$ 932		$ 841
[1]Contract liabilities from advance customer payments, end of period consisted of $ 3,490 913 4,383 1,204

SCHEDULE OF CONTRACT WITH CUS_2

SCHEDULE OF CONTRACT WITH CUSTOMERS (Details) (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2023		Dec. 31, 2022		Dec. 31, 2021
Contract with customer, liability	$ 7,873	[1]	$ 2,117	[1]	$ 1,874
Other Current Liabilities [Member]
Contract with customer, liability	3,490		913
Other Liabilities [Member]
Contract with customer, liability	$ 4,383		$ 1,204
[1]Contract liabilities from advance customer payments, end of period consisted of $ 3,490 913 4,383 1,204

REVENUE (Details Narrative)

REVENUE (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Aug. 30, 2023
Disaggregation of Revenue [Line Items]
Contract asset	$ 1,133,000
Life of the customer contract	10 years
Optional performance obligation	$ 48,600,000
Wynn Bet Modification [Member]
Disaggregation of Revenue [Line Items]
Optional performance obligation		$ 5
Wynn Bet Modification [Member] | MI [Member]
Disaggregation of Revenue [Line Items]
Optional performance obligation		$ 1,800,000

SCHEDULE OF FINANCIAL INFORMATI

SCHEDULE OF FINANCIAL INFORMATION FOR REPORTABLE SEGMENTS (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2023	Dec. 31, 2022
Segment Reporting Information [Line Items]
Revenue		$ 129,419	$ 141,528
Cost of revenue	[1]	38,700	41,634
Segment contribution	[2]	90,719	99,894
Business to Business (B2B) [Member]
Segment Reporting Information [Line Items]
Revenue		43,154	54,045
Cost of revenue	[3]	8,424	11,248
Segment contribution		34,730	42,797
Business to Consumer (B2C) [Member]
Segment Reporting Information [Line Items]
Revenue		86,265	87,483
Cost of revenue	[3]	30,276	30,386
Segment contribution		$ 55,989	$ 57,097
[1]Excludes depreciation and amortization expense[2]Excludes depreciation and amortization expense[3]Excludes depreciation and amortization expense

SCHEDULE OF RECONCILIATION OF C

SCHEDULE OF RECONCILIATION OF CONSOLIDATED SEGMENT CONTRIBUTION TO CONSOLIDATED INCOME (LOSS) BEFORE INCOME TAXES (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2023	Dec. 31, 2022
Segment Reporting [Abstract]
Segment contribution	[1]	$ 90,719	$ 99,894
Sales and marketing		28,972	28,303
Product and technology		38,243	35,195
General and administrative	[2]	36,657	37,848
Impairment			166,010
Restructuring			1,771
Depreciation and amortization		17,161	23,276
Other loss, net		3,992	1,047
Loss before income taxes		$ (34,306)	$ (193,556)
[1]Excludes depreciation and amortization expense[2]Excludes depreciation and amortization expense

SCHEDULE OF DISAGGREGATION OF R

SCHEDULE OF DISAGGREGATION OF REVENUE BY PRODUCTS AND SERVICES FOR EACH SEGMENT (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Revenue from External Customer [Line Items]
Total revenue	$ 129,419	$ 141,528
Business to Business (B2B) [Member]
Revenue from External Customer [Line Items]
Total revenue	43,154	54,045
Business to Consumer (B2C) [Member]
Revenue from External Customer [Line Items]
Total revenue	86,265	87,483
Platform and Content License Fees [Member] | Business to Business (B2B) [Member]
Revenue from External Customer [Line Items]
Total revenue	31,466	43,519
Development Services and Other [Member] | Business to Business (B2B) [Member]
Revenue from External Customer [Line Items]
Total revenue	11,688	10,526
Sportsbook [Member] | Business to Consumer (B2C) [Member]
Revenue from External Customer [Line Items]
Total revenue	33,315	37,902
Casino [Member] | Business to Consumer (B2C) [Member]
Revenue from External Customer [Line Items]
Total revenue	50,035	46,888
Poker [Member] | Business to Consumer (B2C) [Member]
Revenue from External Customer [Line Items]
Total revenue	$ 2,915	$ 2,693

SCHEDULE OF REVENUE BY LOCATION

SCHEDULE OF REVENUE BY LOCATION OF THE CUSTOMER (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	$ 129,419	$ 141,528
UNITED STATES
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	31,758	45,615
Europe [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	47,788	45,092
Latin America [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	39,935	44,078
Rest of The World [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	$ 9,938	$ 6,743

SEGMENT REPORTING (Details Narr

SEGMENT REPORTING (Details Narrative)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
One Customer [Member] | Revenue [Member] | B2B Segment [Member]
Revenue, Major Customer [Line Items]
Revenue percentage	16.40%	20.90%

SCHEDULE OF INCOME BEFORE INCOM

SCHEDULE OF INCOME BEFORE INCOME TAX, DOMESTIC AND FOREIGN (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Domestic	$ 5,897	$ 5,504
Foreign	28,409	188,052
Loss before income taxes	$ 34,306	$ 193,556

SCHEDULE OF COMPONENTS OF INCOM

SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Domestic
U.S. Federal and State	66	48
Foreign	1,089	644
Total current expense	1,155	692
Domestic
U.S. Federal and State		864
Foreign	(1,017)	2,386
Total deferred expense (benefit)	(1,017)	3,250
Total income tax expense	$ 138	$ 3,942

SCHEDULE OF EFFECTIVE INCOME TA

SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income (loss) before income taxes multiplied by the statutory tax rate of 0%
Effects of tax rates in foreign jurisdictions	(5,445)	(19,629)
Share-based compensation	1,154	802
Nondeductible officers compensation		660
Valuation allowance	3,430	10,200
Unrecognized tax benefit	193	674
Change in tax rates	300
Foreign withholding taxes	192	8
Goodwill impairment		148
Return to provision	(647)	6,805
Tax on unremitted earnings	(6)	325
Foreign Tax Credit	(84)	3,030
Other	1,051	919
Total income tax expense	$ 138	$ 3,942

SCHEDULE OF EFFECTIVE INCOME _2

SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) (Parenthetical)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Effective statutory tax rate	0%	0%

SCHEDULE OF DEFERRED TAX ASSETS

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Net operating loss carryforwards	$ 20,199	$ 13,533
Share-based compensation	971	1,314
Fixed assets and intangibles	2,608	8,178
Accruals and allowances	276	299
Interest	4,487	998
Other	88	13
Total deferred tax assets	28,629	24,335
Valuation allowance	(28,244)	(24,094)
Total deferred tax assets, net of valuation allowance	385	241
Fixed assets and intangibles	(479)	(1,157)
Prepayments	(57)	(37)
Tax on unremitted earnings	(3,431)	(3,061)
Other	(57)	(13)
Total deferred tax liabilities	(4,024)	(4,268)
Net deferred tax liabilities	$ (3,639)	$ (4,027)

SCHEDULE OF UNRECOGNIZED TAX BE

SCHEDULE OF UNRECOGNIZED TAX BENEFITS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Unrecognized tax benefits, Beginning Balance	$ 766	$ 197
Additions for tax positions taken in a prior year	395	470
Additions for tax positions taken in current year	197	142
Reductions for tax positions taken in the prior year due to statutes lapsing	(7)	(4)
Other reductions for tax positions taken in the prior year	(1)	(39)
Unrecognized tax benefits, Ending Balance	$ 1,350	$ 766

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Net deferred tax liability	$ 3,639	$ 4,027
Noncurrent deferred tax liability	3,793
Noncurrent deferred tax asset	154
Deferred tax assets, valuation allowance	28,244	24,094
Operating loss carryforwards, valuation allowance	4,150
Deferred tax asset interest carry forward	4,487	998
Deferred foreign taxes	3,431	3,061
Accrued interest and penalty expense	253	176
Uncertain tax provisions	76	124
Unrecognized tax benefits	894	$ 766
Domestic Tax Authority [Member]
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Operating loss carryforwards	24,720
State and Local Jurisdiction [Member]
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Operating loss carryforwards	25,751
Deferred tax asset interest carry forward	13,384
Foreign Tax Authority [Member]
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Operating loss carryforwards	53,459
Deferred tax asset interest carry forward	17,131
Deferred foreign taxes	3,431
Maximum [Member]
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Operating loss carryforwards, valuation allowance	$ 28,244

RESTRUCTURING (Details Narrativ

RESTRUCTURING (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Disclosure Restructuring Abstract
Restructuring charges		$ 1,771

SCHEDULE OF OPERATING AND FINAN

SCHEDULE OF OPERATING AND FINANCE LEASE ASSET AND LIABILITY (Details) - USD ($) $ in Thousands		Dec. 31, 2023	Dec. 31, 2022
Lessee Disclosure [Abstract]
Operating lease right-of-use assets	[1]	$ 4,340	$ 234
Operating lease, liability, current		804	195
Operating lease liabilities - non current		3,577
Total lease liabilities		$ 4,381	$ 195
[1]Operating lease right-of-use assets are recorded, net of accumulated amortization of $ 378 1,033

SCHEDULE OF OPERATING AND FIN_2

SCHEDULE OF OPERATING AND FINANCE LEASE ASSET AND LIABILITY (Details) (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Lessee Disclosure [Abstract]
Operating lease right-of-use assets, amortization	$ 378	$ 1,033

SCHEDULE OF FUTURE MINIMUM MATU

SCHEDULE OF FUTURE MINIMUM MATURITIES OF OPERATING LEASE LIABILITIES (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Lessee Disclosure [Abstract]
2024	$ 1,174
2025	1,174
2026	1,174
2027	1,174
2028	662
Total lease payments	5,358
Less: future interest costs	977
Present value of lease liabilities	$ 4,381	$ 195

SCHEDULE OF FINANCE AND OPERATI

SCHEDULE OF FINANCE AND OPERATING RELATED TO LEASES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Lessee Disclosure [Abstract]
Operating lease weighted-average remaining lease term (years)	4 years 6 months	9 months 18 days
Operating lease weighted-average discount rate	9%	4.80%
Measurement of operating lease liabilities	$ 726	$ 476

LEASES (Details Narrative)

LEASES (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Lessee Disclosure [Abstract]
Short-Term Lease, Cost	$ 547	$ 1,138
Operating lease cost	$ 805	$ 489

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Nov. 07, 2023	Mar. 30, 2023	May 13, 2022	Apr. 25, 2022	Jan. 27, 2022	Jun. 30, 2021
Product Liability Contingency [Line Items]
Content license fees	$ 2.2
Price per share	$ 2		$ 2
Share Price	$ 0.01
Service Agreements [Member]
Product Liability Contingency [Line Items]
Other assets and other liabilities.				$ 1.1
Grant date fair value of liability	$ 0.3
Merger Consideration [Member]
Product Liability Contingency [Line Items]
Share Price			$ 1.97
Minimum [Member]
Product Liability Contingency [Line Items]
Percentage of market capitalization	2.50%
Maximum [Member]
Product Liability Contingency [Line Items]
Percentage of market capitalization	5%
CHILE
Product Liability Contingency [Line Items]
Percentage of revenue	28.10%	28%
Internal Revenue Service (IRS) [Member]
Product Liability Contingency [Line Items]
Value added tax rate	19%
Witholding on payment rate					19%
Licensing Agreements [Member]
Product Liability Contingency [Line Items]
Contractual obligation						$ 3	$ 3	$ 48.5
Initial payment							$ 3.5
Impairment loss	$ 3.5
Licensing Agreements [Member] | Execution [Member]
Product Liability Contingency [Line Items]
Payment of contractual obligation								$ 8.5

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ in Thousands	1 Months Ended
	Feb. 29, 2024	Dec. 31, 2023
Subsequent Event [Line Items]
Payment for initiation migration plan		$ 48,600
Subsequent Event [Member] | Wynn Bet [Member]
Subsequent Event [Line Items]
Payments to collaborators	$ 1,750
Payment for initiation migration plan	5,000
Subsequent Event [Member] | Migration Plan [Member]
Subsequent Event [Line Items]
Payment for initiation migration plan	$ 2,500