Item 4.01 Changes in Registrant’s
Certifying Accountant.
(a)
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Resignation
of Previous Independent Registered Public Accounting Firm
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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.
(b)
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Engagement
of Independent Registered Public Accounting Firm
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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).