---
schema_version: "secwatch.filing_event.v1"
accession: "0001641172-25-012422"
form_type: "8-K"
ticker: null
cik: "0001799332"
company_name: "GAN Ltd"
filed_at: "2025-05-27T23:59:59+00:00"
generated_at: "2026-05-20T11:07:13.198462+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# SEGA SAMMY affiliate completes acquisition of GAN for $1.97 per share; stock delisted

## Summary
- SEGA SAMMY CREATION INC. completes acquisition of GAN at $1.97 per share in cash.
- Consideration represents a premium of over 121% to GAN's Nov 7, 2023 closing price.
- All outstanding shares, restricted shares, RSUs, and options converted to cash or cancelled.
- GAN ordinary shares cease trading on Nasdaq effective May 27, 2025.
- All directors resigned; Naoki Kameda appointed as sole director.

## SEC filing metadata
- accession: 0001641172-25-012422
- form_type: 8-K
- cik: 0001799332
- company_name: GAN Ltd
- filed_at: 2025-05-27T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 2.01, 3.01, 3.03, 5.03, 5.01, 5.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1799332/000164117225012422/0001641172-25-012422-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1799332/000164117225012422/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001641172-25-012422
- JSON: https://secwatch.observer/filing/0001641172-25-012422.json
- Plain text: https://secwatch.observer/filing/0001641172-25-012422.txt

## Key facts
- Executive change
  Eric Green resigned as Director at GAN Ltd.
  - Action: resigned
  - Role: Director
  source text: each of the directors of the Company (Seamus McGill, Susan Bracey, David Goldberg, Eric Green and David Ross) resigned as directors of the Company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1799332/000164117225012422/0001641172-25-012422-index.htm
- Executive change
  Naoki Kameda was appointed as Sole Director at GAN Ltd.
  - Action: appointed
  - Role: Sole Director
  source text: Naoki Kameda became the sole director of the Company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1799332/000164117225012422/0001641172-25-012422-index.htm
- Executive change
  David Ross resigned as Director at GAN Ltd.
  - Action: resigned
  - Role: Director
  source text: each of the directors of the Company (Seamus McGill, Susan Bracey, David Goldberg, Eric Green and David Ross) resigned as directors of the Company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1799332/000164117225012422/0001641172-25-012422-index.htm
- Executive change
  Seamus McGill resigned as Director at GAN Ltd.
  - Action: resigned
  - Role: Director
  source text: each of the directors of the Company (Seamus McGill, Susan Bracey, David Goldberg, Eric Green and David Ross) resigned as directors of the Company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1799332/000164117225012422/0001641172-25-012422-index.htm
- Executive change
  David Goldberg resigned as Director at GAN Ltd.
  - Action: resigned
  - Role: Director
  source text: each of the directors of the Company (Seamus McGill, Susan Bracey, David Goldberg, Eric Green and David Ross) resigned as directors of the Company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1799332/000164117225012422/0001641172-25-012422-index.htm
- Executive change
  Susan Bracey resigned as Director at GAN Ltd.
  - Action: resigned
  - Role: Director
  source text: each of the directors of the Company (Seamus McGill, Susan Bracey, David Goldberg, Eric Green and David Ross) resigned as directors of the Company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1799332/000164117225012422/0001641172-25-012422-index.htm
- Governance Changes
  GAN Ltd: At the Effective Time, the memorandum of association and bye-laws of Merger Sub became the memorandum of association and bye-laws of the Company.
  - Change: charter amendment
  source text: Pursuant to the terms of the Merger Agreement, at the Effective Time, the memorandum of association and bye-laws of Merger Sub became the memorandum of association and bye-laws of the Company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1799332/000164117225012422/0001641172-25-012422-index.htm
- M&A Transactions
  GAN Ltd underwent a change of control involving SEGA SAMMY CREATION INC. for $1.97 per share (closed 2025-05-27).
  - Action: change of control
  - Counterparty: SEGA SAMMY CREATION INC.
  - Consideration: $1.97 per share
  - Closing: 2025-05-27
  source text: the Company as a treasury share or by any person who properly asserts dissenters’ rights under Bermuda law) was converted into the right to receive an amount in cash equal to $1.97 per share, without interest and subject to any applicable tax withholding (the “ Merger Consideration ”); ● each of the Company’s outstanding restricted shares (whether vested
  evidence_url: https://www.sec.gov/Archives/edgar/data/1799332/000164117225012422/0001641172-25-012422-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.