GAN : SCHEDULE 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

'Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ]Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to §240.14a-12

GAN LIMITED

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)	Title of each class of securities to which transaction applies:	Not applicable
(2)	Aggregate number of securities to which transaction applies:	Not applicable
(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11	Not applicable
	(set forth the amount on which the filing fee is calculated and state how it was determined):

1. Proposed maximum aggregate value of transaction:
2. Total fee paid:

[ ] Fee paid previously with preliminary materials:

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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1. Date Filed:

GAN LIMITED

400 Spectrum Center Drive, Suite 1900

Irvine, CA 92618

June 10, 2021

Dear Shareholder:

On behalf of the Board of Directors and management, we cordially invite you to attend the 2021 Annual Meeting of Shareholders of GAN Limited (the "Annual Meeting"), to be held at our principal executive office at 400 Spectrum Center Drive, Suite 1900, Irvine, CA 92618, on Tuesday, July 20, 2021, at 10:00 a.m. (Pacific Time) or at any adjournment or postponement thereof.

At this meeting, shareholders will vote on matters set forth in the accompanying Notice of Annual Meeting of Shareholders and Proxy Statement. We also enclose, and encourage you to read, our annual report on Form 10-K (the "2020 Annual Report"), which includes information on our business, as well as our audited financial statements for the year ended December 31, 2020.

We are mailing a Notice of Internet Availability of Proxy Materials (the "Notice of Availability") to most of our shareholders on or about June 10, 2021. The Notice of Availability contains instructions on how to access our proxy materials, including the Notice of Annual Meeting of Shareholders, Proxy Statement, 2020 Annual Report and a Proxy Card or voting instruction form and on how to cast your vote. The Notice of Availability also contains instructions on how to request a printed copy of our proxy materials. All shareholders who do not receive the Notice of Availability will receive a printed copy of the proxy materials.

Your vote is very important. Regardless of the number of shares you own, and whether or not you plan to attend

the Annual Meeting, we hope that you will vote as soon as possible.

Thank you for your continued support and ownership of GAN Limited. We look forward to seeing you at the Annual Meeting.

Sincerely,

Todd McTavish

Corporate Secretary

The Proxy Statement for the 2021 Annual Meeting of Shareholders, the Proxy Card and the 2020 Annual Report are available at www.proxyvote.com.

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GAN LIMITED

400 Spectrum Center Drive, Suite 1900

Irvine, CA 92618

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

JULY 20, 2021

GAN Limited will hold its 2021 Annual Meeting of Shareholders (the "Annual Meeting") on Tuesday, July 20, 2021, at 10:00 a.m. (Pacific Time) or any adjournment or postponement thereof, at our principal executive office at 400 Spectrum Center Drive, Suite 1900, Irvine, CA 92618.

The following items are on the agenda and are more fully described in the accompanying Proxy Statement:

1. The election of two nominees as Class I directors to hold office until the 2024 Annual Meeting of Shareholders;
2. The appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021;
3. The approval of the GAN Limited Employee Stock Purchase Plan; and
4. Other business that may properly come before the Annual Meeting.

Our Board of Directors fixed May 21, 2021 as the record date for determining shareholders entitled to notice of, and to vote at, the Annual Meeting.

We are mailing to our shareholders on or about June 10, 2021, a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and our Annual Report on Form 10-K for our fiscal year ended December 31, 2020, via the Internet and how to vote. The Notice of Internet Availability of Proxy Materials also contains instructions on how you can request a printed copy of the proxy materials.

By Order of the Board of Directors,

Todd McTavish

Corporate Secretary

June 10, 2021

Irvine, California

Whether or not you expect to attend the Annual Meeting, please vote as soon as possible to ensure your representation at the Annual Meeting. You may vote online, by phone, or if you have elected to receive printed proxy materials, by completing, signing, dating and returning the Proxy Card enclosed with your printed proxy materials. Even if you give your proxy, you may still vote in person if you attend the meeting. If a broker, bank or other nominee is the record holder of your shares, then you must obtain from the record holder a proxy issued in your name in order to vote at the Annual Meeting.

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GAN LIMITED

400 Spectrum Center Drive, Suite 1900

Irvine, CA 92618

PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JULY 20, 2021

The Board of Directors of GAN Limited, a Bermuda exempted company limited by shares ("GAN"), is providing these proxy materials to you in connection with the solicitation of the accompanying proxy for use at our 2021 Annual Meeting of Shareholders (the "Annual Meeting").

The Annual Meeting will be held at our principal executive office at 400 Spectrum Center Drive, Suite 1900, Irvine, CA 92618, on July 20, 2021, at 10:00 a.m. (Pacific Time) or at any adjournment or postponement thereof, for the purposes stated in this Proxy Statement.

On or about June 10, 2021 we are mailing a Notice of Internet Availability of Proxy Materials (the "Notice of Availability") containing instructions on how to access our Proxy Statement and our Annual Report on Form 10-K for our fiscal year ended December 31, 2020 (the "2020 Annual Report"), via the Internet and how to vote online or by phone. The Notice of Availability also contains instructions on how you can receive a printed copy of the proxy materials.

This Proxy Statement summarizes certain information to assist you in voting in an informed manner.

All shareholders are cordially invited to attend the Annual Meeting in person. Whether you expect to attend the meeting or not, please vote as soon as possible.

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