M&A - GAN Ltd

Form Type: POS AM

Filing Date: 2025-05-28

Corporate Action: Merger

Type: Update

Accession Number: 000164117225012640

Filing Summary: On May 27, 2025, GAN Limited completed its acquisition through a merger with SEGA SAMMY CREATION INC. as specified in the Agreement and Plan of Merger dated November 7, 2023. Following the merger, GAN Limited becomes the surviving corporation and all offerings and sales of securities under their prior Registration Statement have been terminated. Consequently, GAN Limited has filed a post-effective amendment to remove from registration any unsold securities that were registered under the prior statement, effectively terminating its registration statement No. 333-271734.

Form Type: POSASR

Filing Date: 2025-05-28

Corporate Action: Merger

Type: New

Accession Number: 000164117225012630

Filing Summary: On May 27, 2025, GAN Limited completed its acquisition through a merger with SEGA SAMMY CREATION INC. and Arc Bermuda Limited as part of the Merger Agreement dated November 7, 2023. The merger resulted in SEGA SAMMY CREATION acquiring GAN, with the company continuing as the surviving corporation. Following the merger, GAN terminated all offerings and sales of securities under the previous registration statement. Consequently, GAN filed a post-effective amendment to deregister all unsold securities from the prior registration statement, which has now been rendered ineffective.

Form Type: S-8 POS

Filing Date: 2025-05-28

Corporate Action: Merger

Type: Update

Accession Number: 000164117225012635

Filing Summary: On May 27, 2025, GAN Limited completed its acquisition through a merger with SEGA SAMMY CREATION INC. and Arc Bermuda Limited. The merger agreement, dated November 7, 2023, resulted in GAN Limited continuing as the surviving entity. Consequently, all offerings and sales of securities previously registered under several Form S-8 Registration Statements have been terminated. The company is following up with a post-effective amendment to remove any unsold securities that remain registered, effectively terminating the Registration Statements. As per the provisions of the Securities Act of 1933, the registrant certifies its compliance for filing on Form S-8, undersigned by Chief Executive Officer Seamus McGill.

Form Type: S-8 POS

Filing Date: 2025-05-28

Corporate Action: Merger

Type: Update

Accession Number: 000164117225012636

Filing Summary: On May 27, 2025, GAN Limited completed its merger with SEGA SAMMY CREATION INC., facilitated through Merger Sub, a fully owned subsidiary of SEGA SAMMY CREATION. This merger resulted in GAN Limited becoming the surviving corporation. Following the completion of the merger, the company has terminated all offerings and sales of securities under previously filed Registration Statements, and is removing from registration all unsold securities. This document is a post-effective amendment to the company's Form S-8 registration statements, indicating the termination of effectiveness for these registrations as a consequence of the merger.

Form Type: S-8 POS

Filing Date: 2025-05-28

Corporate Action: Merger

Type: Update

Accession Number: 000164117225012637

Filing Summary: On May 27, 2025, GAN Limited completed a merger with SEGA SAMMY CREATION INC., resulting in SEGA SAMMY CREATION acquiring GAN Limited through the merger of Merger Sub with and into GAN Limited. Following this merger, GAN Limited terminated all offerings and sales of securities under previously filed Registration Statements on Form S-8. These statements included registrations for the GAN Limited 2020 Equity Incentive Plan and the GAN Limited Employee Stock Purchase Plan, with various aggregates of ordinary shares reserved for issuance. The company removed all registered but unsold securities from these Registration Statements and terminated their effectiveness as part of the merger process.

Form Type: S-8 POS

Filing Date: 2025-05-28

Corporate Action: Acquisition

Type: Update

Accession Number: 000164117225012638

Filing Summary: On May 27, 2025, GAN Limited completed its acquisition by SEGA SAMMY CREATION INC. through a merger with its wholly-owned subsidiary, Arc Bermuda Limited. This merger, formalized in the Agreement and Plan of Merger dated November 7, 2023, resulted in GAN Limited continuing as the surviving entity. Consequently, GAN has terminated all offerings and sales of securities associated with its previously filed Registration Statements which included various ordinary shares reserved for the GAN Limited 2020 Equity Incentive Plan and the Employee Stock Purchase Plan. The Company has removed all unsold securities from its Registration Statements, effectively terminating their registration.

Form Type: 8-K

Filing Date: 2025-05-27

Corporate Action: Merger

Type: New

Accession Number: 000164117225012422

Filing Summary: GAN Limited completed a merger with SEGA SAMMY CREATION INC. on May 27, 2025, where GAN became a wholly-owned subsidiary of SEGA SAMMY. As part of the merger, each of GAN’s ordinary shares was converted into cash worth $1.97 per share. All outstanding restricted shares, restricted share units, and options to acquire shares also became vested and resulted in cash payments equal to the Merger Consideration. GAN notified Nasdaq to halt the trading of its shares and requested delisting. The company underwent changes in its board of directors, with all previous directors resigning and Naoki Kameda becoming the sole director. Additionally, the memorandum of association and bye-laws of the merging entity took effect for GAN. A press release was issued on the same date announcing the completion of the merger.

Form Type: 8-K

Filing Date: 2025-05-19

Corporate Action: Merger

Type: New

Accession Number: 000164117225011492

Filing Summary: On May 19, 2025, GAN Limited announced in a press release that its planned merger with SEGA SAMMY CREATION INC., an affiliate of SEGA SAMMY HOLDINGS INC., is expected to take place on or about May 27, 2025, pending the completion of final conditions. The press release is attached as Exhibit 99.1 in the filing. The information provided is not to be considered 'filed' under the Securities Exchange Act of 1934. The company is labeled as an emerging growth company and has elected to forgo certain transition periods for new accounting standards.

Form Type: 10-Q

Filing Date: 2025-05-09

Corporate Action: Merger

Type: New

Accession Number: 000164117225009454

Filing Summary: GAN Ltd filed this 10-Q for the quarterly period ended March 31, 2025, reporting a net loss of $6.8 million, driven by increased operating expenses amid declining revenues compared to the prior year. The company has also approved a merger with SEGA SAMMY CREATION INC. where, subject to conditions, shareholders will receive $1.97 per share. The merger, initially agreed to on November 7, 2023, remains subject to customary closing conditions including regulatory approvals. The closing of the merger is expected in Q2 2025, with shareholders’ action already completed. The company maintains compliance with its financial covenants, although there are indications of potential future challenges given its accumulated deficit of $324 million and liquidity concerns. Cash and cash equivalents stand at $39.9 million while total liabilities are reported at $91.6 million. The report highlights their operational strategy focused on B2B and B2C gaming solutions, amidst ongoing evaluation of their financial health against market volatility and performance metrics.

Form Type: 8-K

Filing Date: 2025-04-11

Corporate Action: Merger

Type: Update

Accession Number: 000164117225003721

Filing Summary: GAN Limited announced the date for its 2025 Annual Meeting of Shareholders to be June 26, 2025. The record date for determining which shareholders are entitled to vote has been set for April 29, 2025. The prior year's Annual Meeting was not held due to a pending merger with SEGA SAMMY CREATION INC., expected to close in the second quarter of 2025. To comply with Nasdaq listing standards, the company must hold the Annual Meeting no later than June 30, 2025, if the merger closing is delayed. Shareholder proposals for inclusion in the proxy materials must be submitted by April 25, 2025. The report includes forward-looking statements regarding the merger's closing and possible risks associated with it.

Form Type: 10-K

Filing Date: 2025-03-14

Corporate Action: Merger

Type: Update

Accession Number: 000149315225010404

Filing Summary: GAN Limited is reporting on its operations and financial performance for the year ending December 31, 2024. The report highlights the proposed merger with SEGA SAMMY CREATION, INC., which is subject to regulatory approvals. The company cautions that the merger may not be completed, potentially negatively impacting stock prices and future financial results. Key risks include dependence on a limited number of customers for revenue, the competitive online gaming landscape, potential cybersecurity threats, and macroeconomic conditions affecting consumer spending. The report reflects on the past performance since acquiring Coolbet in January 2021, and details its B2B and B2C service offerings, including the GameSTACK platform for online casino gaming and sports betting. A significant portion of revenue is derived from unregulated markets, which introduces regulatory risks. The company discusses forward-looking statements, emphasizing uncertainties surrounding profitability and market conditions.

Form Type: 8-K

Filing Date: 2025-02-07

Corporate Action: Merger

Type: Update

Accession Number: 000149315225005305

Filing Summary: GAN Limited entered into a Second Amendment to Agreement and Plan of Merger with SEGA SAMMY CREATION INC. and Arc Bermuda Limited. The Amendment modifies the End Date of the Merger Agreement from February 7, 2025, to May 31, 2025, allowing more time for securing necessary regulatory approvals. The details of the original Merger Agreement remain unchanged, and the Amendment has been attached as an exhibit. A press release regarding the Amendment was also issued on the same date.

Form Type: 8-K

Filing Date: 2025-01-21

Corporate Action: Merger

Type: Update

Accession Number: 000149315225003044

Filing Summary: On January 14, 2025, GAN Limited received notice from The Nasdaq Stock Market LLC regarding non-compliance with continued listing rules due to the absence of an annual meeting of shareholders. The Company has 45 days to submit a compliance plan. The delay in the meeting is attributed to an anticipated merger with Arc Bermuda Limited, a subsidiary of SEGA SAMMY CREATION INC., which has already received approval from GAN shareholders and various gaming regulatory bodies. The notice does not affect the current trading status of the Company's common stock on Nasdaq under the symbol 'GAN'. The Company plans to submit a compliance plan promptly.