April 8, 2020

Dermot Smurfit
Chief Executive Officer
GAN Limited
Axe & Bottle Court
70 Newcomen Street
London SE1 1YT

       Re: GAN Limited
           Registration Statement on Form F-1
           Filed March 25, 2020
           File No. 333-237372

Dear Mr. Smurfit:

       We have reviewed your registration statement and have the following
comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.
References to prior
comments refer to our letter dated February 27, 2020.

Registration Statement on Form F-1

Industry and Market Data, page iii

1.     We note your response to prior comment 1 regarding the sources of your
industry and
       market data. Please revise to provide more details of the reports cited,
including the titles
       and dates of the referenced reports. Further, for your commissioned
report from Eilers
       & Krejcik Gaming, LLC, please provide a consent pursuant to Rule 436.
 Dermot Smurfit
FirstName LastNameDermot Smurfit
GAN Limited
Comapany NameGAN Limited
April 8, 2020
Page 8,
April 2 2020 Page 2
FirstName LastName
Risk Factors
We rely on a small number of customers for a substantial portion of our
revenues..., page 16

2.       In response to prior comment 5, you state that you had a second
customer, Winstar
         Casino, that represented 19.8% of your 2019 revenue. Please disclose
the material terms
         of your agreement with Winstar Casino. In addition, given that FanDuel
Group, Inc.
         accounted for 46.3% of your revenue in 2019, please file the
agreements with
         FanDuel pursuant to Item 601(b)(10) of Regulation S-K, or explain why
you are not
         substantially dependent upon those agreements.
We are a smaller reporting company based on the SECs amendments..., page 29

3.       We note your risk factor that you currently qualify as a smaller
reporting company.
         Please note that a foreign private issuer are not eligible to use the
requirements for smaller
         reporting companies unless it uses the forms and rules for domestic
issuers. Please
         revise. Refer to SEC Release No. 34-88365.
Capitalization, page 40

4.       Please explain how the pro forma amounts represent those of GAN
Limited. In this
         regard, we note that the pro forma column should present the
prospective share capital
         balance of GAN Limited, instead of what appears to be GAN plc's share
capital balance.
         Please advise.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 53

5.       We note the revised disclosures provided in response to prior comment
14. Please revise
         to also provide a discussion of segment profit. Refer to Item 5 of
Form 20-F and Section
         III.B.2 of SEC Release 33-8350.
Internal Control Over Financial Reporting, page 60

6.       Please revise to provide an update as of December 31, 2019.
Comparison to Delaware Law and Bermudan Law, page 86

7.       We note that your description of your bylaws no longer requires a
director to
         disclose interested transactions that involve immediate family members
and no longer
         provides that the board may vote to exclude the interested director
from voting on such
         transactions. Please add a risk factor to discuss the potential
conflicts of interests of your
         directors and the impact of the changes to your bylaws.
 Dermot Smurfit
FirstName LastNameDermot Smurfit
GAN Limited
Comapany NameGAN Limited
April 8, 2020
April 3 2020 Page 3
Page 8,
FirstName LastName
Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
(g) Revenue Recognition, page F-12

8.       We note your disclosure that your arrangements do not provide the
customer with the
         right to take possession or control of your IP. However, we also note
disclosure on page 5
         that your real money iGaming customers must physically deploy your
platform within
         their state's borders and that your software is deployed inside of
your customers' data
         centers. Please explain to us what you mean by "deploy" and
specifically explain how a
         customer is able to deploy your software without taking possession.
9.       You disclose that revenue from real money and simulated iGaming is
recognized over
         time. Please tell us how you determined that recognition of revenue
over time was
         appropriate and tell us which of the criteria in paragraph 35 of IFRS
15 was met. Also,
         revise to disclose the methods used to recognize revenue and an
explanation of why the
         methods used provide a faithful depiction of the transfer of goods or
services. Refer to
         paragraph 124 of IFRS 15.
Note 3. Critical Accounting Estimates and Judgments
Revenue Recognition, page F-20

10.      We note the revised disclosures provided in response to prior comment
18; however, it
         remains unclear to us whether you are the principal or agent for your
real money and
         simulated iGaming and how you arrived at those conclusions. Please
clarify for us, and
         revise your disclosures to clearly state, whether you are the
principal or agent for these
         arrangements. In your response, please provide a detailed analysis
supporting how you
         arrived at the principal vs agent conclusions and refer to the
considerations in paragraphs
         B34   B38 of IFRS 15 in your response. As part of your response,
specify who controls
         the good or service before it is transferred to the customer. Please
provide a separate
         analysis for your real money iGaming arrangements and for your
simulated iGaming
         arrangements.
11.      We note your disclosure that when you are the principal you record the
revenue share,
         which represents the revenue exclusive of your customer's share of the
proceeds, as
         revenue. If you are the principal, please explain to us, why you are
recording revenue net
         of the customer's share.
12.      You disclose that for certain contracts in the real money gaming
segment revenue is
         recorded net of royalty costs. Please tell us more about these
arrangements, including the
         nature of the services provided and explain your basis for recognizing
revenue net of
         royalty costs. Refer to the authoritative guidance that supports your
accounting.
 Dermot Smurfit
FirstName LastNameDermot Smurfit
GAN Limited
Comapany NameGAN Limited
April 8, 2020
Page 8,
April 4 2020 Page 4
FirstName LastName
General

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

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

        You may contact Frank Knapp, Staff Accountant, at (202) 551-3805 or
Christine Dietz,
Senior Staff Accountant, at (202) 551-3408 if you have questions regarding
comments on the
financial statements and related matters. Please contact Edwin Kim,
Attorney-Advisor, at (202)
551-3297 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of
Technology
cc:      James A. Mercer, III, Esq.