Item 4.01 Changes in Registrant's Certifying Accountant.
(a) Resignation of Previous Independent Registered Public Accounting Firm
On April 16, 2021, the Audit Committee (the "Audit Committee") of the Board of
Directors (the "Board") of GAN Limited (the "Company") accepted the resignation
of BDO LLP ("BDO UK") as the Company's independent registered public accounting
firm, effective immediately.
BDO LLP's reports on the Company's consolidated financial statements for the
years ended December 31, 2020 and 2019 did not contain an adverse opinion or a
disclaimer of opinion, and were not qualified or modified as to uncertainty,
audit scope or accounting principle.
During the Company's two most recent fiscal years ended December 31, 2020 and
2019 and the subsequent interim period through April 16, 2021, there were no
disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and related
instructions) between the Company and BDO LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures, which disagreements, if not resolved to the satisfaction of BDO LLP,
would have caused BDO LLP to make reference thereto in its reports on the
Company's consolidated financial statements for such years.
During the two most recent fiscal years ended December 31, 2020 and 2019 and
through the subsequent interim period preceding BDO LLP's resignation, there
were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K,
except for the material weaknesses in the Company's internal control over
financial reporting as of December 31, 2019 previously reported in the
registration statement on Form F-1 (File No. 333-237372) that the Company filed
in connection with its initial public offering. The material weaknesses related
to the lack of a sufficient number of personnel with an appropriate level of
knowledge and experience in the application of International Financial Reporting
Standards and International Accounting Standards and Interpretations as issued
by the IASB, commensurate with our financial reporting requirements at the time;
and the design and operation of our accounting and financial reporting close
functions, in which required policies and procedures either were not designed or
were not operating effectively at period end, resulting in a number of
adjustments to the Company's consolidated financial statements during the course
of the audit. The material weaknesses were discussed with the Audit Committee of
the Company, and the Company has authorized BDO LLP to respond fully to
inquiries of the successor accountant concerning the material weaknesses.
The Company provided BDO LLP with a copy of the disclosure it is making herein
in response to Item 304(a) of Regulation S-K, and requested that BDO LLP furnish
the Company with a copy of its letter addressed to the Securities and Exchange
Commission (the "SEC"), pursuant to Item 304(a)(3) of Regulation S-K, stating
whether or not BDO LLP agrees with the statements related to them made by the
Company in this report. A copy of BDO LLP's letter to the SEC dated April 16,
2021 is attached as Exhibit 16.1 to this report.
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(b) Engagement of Independent Registered Public Accounting Firm
On April 16, 2021, the Audit Committee and the Board approved the appointment of
BDO USA, LLP ("BDO USA") in order to fulfill the vacancy as the Company's
independent registered public accounting firm, effective immediately, to perform
independent audit services for the fiscal year ending December 31, 2021. During
the fiscal years ended December 31, 2020 and 2019, and during the subsequent
interim period through April 16, 2021, neither the Company, nor anyone on its
behalf, consulted BDO USA regarding either (i) the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered with respect to the consolidated
financial statements of the Company, and no written report or oral advice was
provided to the Company by BDO USA that was an important factor considered by
the Company in reaching a decision as to any accounting, auditing or financial
reporting issue; or (ii) any matter that was the subject of a disagreement (as
defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or
a reportable event (as that term is defined in Item 304(a)(1)(v) of Regulation
S-K).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. Description
16.1 Letter of BDO LLP dated April 16, 2021.
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