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GAN
Limited

400
Spectrum Center Drive

Suite
1900

Irvine,
CA 92618

May
17, 2022

VIA
EDGAR

Ms.
Melissa Kindelan and Ms. Christine Dietz

Senior
Staff Accountants

Office
of Technology

Division
of Corporation Finance

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

  RE:
  GAN Limited

Form
10-K for the Fiscal Year ended December 31, 2021

  Filed
April 15, 2022

  File
No. 001-39274

Dear
Ms. Kindelan and Ms. Dietz:

I
submit this letter on behalf of GAN Limited (the “Company”) in response to the comment letter of the Staff of the Securities
and Exchange Commission dated May 3, 2022, relating to the Company’s Annual Report on Form 10-K for the year ended December 31,
2021 (the “2021 Form 10-K”). In this letter, I have recited the comment from the Staff in bold and provided the Company’s
response immediately following such comment.

Form
10-K for the Fiscal Year ended December 31, 2021

Management’s
Discussion and Analysis of Financial Condition and Results of Operations Key Performance Indicators, page 47

 1. For
                                            the B2B Take Rate, B2C Marketing Spend Ratio, and B2C Sports Margin metrics you disclose
                                            the amount these percentages changed in the “Percent” column rather than in the
                                            “Amount” column. Please revise to reflect the appropriate amount and percent
                                            changes. For example, the percent change of the B2B Take Rate should be (23.4)%, not (1.5)%.

The
Company respectfully advises the Staff that the percentage change in the KPIs expressed as a percentage do not have meaningful values
given the low percentages at issue, and management does not view the metrics in this form. The Company will revise its disclosures in
subsequent filing whereby the amount of change in percentages will be reflected in the “Amount” column and will include “n.m.”
under the percent change.

 2. You
                                            disclose on page 48 that the B2B Take Rate is the quotient of B2B net revenue over the total
                                            gross revenue and B2B net revenue is calculated by deducting from gross revenue, the statutory
                                            taxes, promotional bonuses and your B2B customer’s share defined by commercial agreements.
                                            Please revise to state, if true, that the “B2B net revenue” is B2B segment revenue
                                            and “gross revenue” is Gross Operator Revenue, to better clarify how this metric
                                            is calculated.

The
Company advises the Staff that it will revise the definition of B2B Take Rate in future filings. The disclosure will be as follows:

We
define B2B Take Rate as a quotient of B2B segment net revenue retained by the Company over the total Gross Operator Revenue generated
by our B2B corporate customers. B2B net revenue is calculated by deducting the following items from B2B segment gross revenue: statutory
taxes, promotional bonuses, and our B2B customer’s share defined by commercial agreements. B2B Take Rate gives management and users
of our financial statements an indication of the impact of the statutory terms and the efficiency of the commercial terms on the business.

Item
8. Financial Statements and Supplemental Data, page 53

 3. We
                                            note your restatement disclosures in the amended Forms 10-Q filed on April 15, 2022. Please
                                            tell us why such errors did not impact periods prior to January 1, 2021.

The
Company advises the Staff that we performed assessments of the misstatements identified in the current year, and concluded the misstatements
both individually, and in the aggregate, did not materially misstate the periods prior to January 1, 2021 and further did not impact
any periods prior to July 1, 2020. We have provided a quantitative summary herein that displays the effect on revenues, operating loss,
net loss, and adjusted EBITDA, which were the primary operating metrics.

    YTD
    QTD

    Revenue
    9/30/2020
    12/31/2020
    9/30/2020
    12/31/2020

    Revenue (as reported)
      26,259
      35,159
      10,266
      8,900

    Revenue Misstatement
      (346 )
      (328 )
      (346 )
      18

    % Misstatement
      -1.3 %
      -0.9 %
      -3.4 %
      0.2 %

    Operating Loss
      9/30/2020
      12/31/2020
      9/30/2020
      12/31/2020

    Operating Loss (as reported)
      (11,619 )
      (19,472 )
      (2,914 )
      (11,110 )

    Operating Loss Misstatement
      (48 )
      106
      (40 )
      154

    % Misstatement
      0.4 %
      -0.5 %
      1.4 %
      -1.4 %

    Net Loss
      9/30/2020
      12/31/2020
      9/30/2020
      12/31/2020

    Net Loss (as reported)
      (12,364 )
      (20,217 )
      (2,913 )
      (11,110 )

    Net Loss Misstatement
      (48 )
      (35 )
      (40 )
      13

    % Misstatement
      0.4 %
      0.2 %
      1.4 %
      -0.1 %

    Adjusted EBITDA
      9/30/2020
      12/31/2020
      9/30/2020
      12/31/2020

    Adjusted EBITDA (as reported)
      4,430
      (2,264 )
      (434 )
      (6,694 )

    Adjusted EBITDA Misstatement
      (61 )
      (68 )
      (46 )
      (8 )

    % Misstatement
      -1.4 %
      3.0 %
      10.5 %
      0.1 %

Based
on the quantitative thresholds above, the Company did not believe the misstatements to be quantitatively material. The relatively small
quantitative effect in the 2020 periods is the result of changes in the Company’s business in 2021. Specifically, the Company entered
into several contracts that were affected by the accounting errors in 2021 that did not exist in 2020. The Company further assessed the
qualitative considerations outlined in Staff Accounting Bulletin 99 and 108, and considered the examples of considerations therein, noting
that the misstatements did not arise from significant estimates and were not inherently imprecise. The misstatements did not mask or
create a change in earnings, hide a failure to meet analyst expectations, or materially impact the reported profitability. The misstatements
also did not affect the Company’s compliance with regulatory requirements or other contractual requirements, did not impact management’s
calculations, and did not conceal unlawful transactions. We acknowledge that the percentage misstatement for Adjusted EBITDA exceeded
10%, however, such percentage was derived as the Company’s reported amounts were close to break-even and the numerical misstatement
was determined to be less than the Company’s deminimus threshold.

As
such the Company concluded that the impact on the financial information prior to January 1, 2021, was not material.

Notes
to Consolidated Financial Statements

Note
3 - Summary of Significant Accounting Policies

Goodwill,
page 64

 4. We
                                            note your disclosures here, as well as on page 40, but it is unclear whether or what goodwill
                                            impairment testing was performed in 2021. Please tell us and revise to disclose if a test
                                            was performed and, if so, whether it was a qualitative or quantitative test. If qualitative,
                                            disclose whether it was more likely than not that the fair value of the reporting units are
                                            less than the respective carrying amounts, including goodwill. If quantitative, tell us the
                                            percentage by which the fair value exceeded the carrying value for each of your reporting
                                            units. To the extent either reporting unit is at risk of failing step one of the goodwill
                                            impairment test, disclose the percentage by which the fair value exceeded the carrying value
                                            and describe any potential events and/or changes in circumstances that could reasonably be
                                            expected to negatively affect any key assumptions. If you determined that the estimated fair
                                            value substantially exceeded the carrying value of your reporting units, please disclose
                                            such determination.

The
Company advises the Staff that it performed a qualitative assessment during its annual impairment test in October of 2021. In the qualitative
analysis, the Company determined that it was more likely than not that the fair value of the reporting units was greater than the respective
carrying amounts, including goodwill.

We
further advise that we will include the following disclosure, as applicable, in future filings to clarify that goodwill impairment testing
was performed, and that there were no indicators of impairment.

For
our annual impairment test for the year ended December 31, 2021, we performed a qualitative assessment on October 1, 2021 and concluded
that it was more likely than not that the fair value of our reporting unit exceeded its carrying amount and, did not identify any other
indicators of impairment subsequent to October 1, 2021 through December 31, 2021. As such, no further impairment testing was required.
There were no accumulated impairment losses as of December 31, 2021, and 2020.

*
* * * *

If
you have any questions or comments regarding the foregoing matters, please contact the undersigned.

Very
truly yours,

GAN
Limited

    GAN
    LIMITED

    By:
    /s/
    Dermot Smurfit

    Name:
    Dermot
    Smurfit

    Title:
    Chief
    Executive Officer