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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

The information contained in this Report on Form 6-K (this “Form 6-K”) is hereby incorporated by reference into the Gambling.com Group Limited's registration statements on Forms F-3 (File Nos. 333-266888 and 333-272030) and Forms S-8 (File Nos. 333-258412, 333-262539, 333-270786, 333-278149 and 333-278155).

(USD in thousands, except per share amounts)

(USD in thousands, except share and per-share amounts)

Gambling.com Group Limited (the “Company” or the "Group”) is a public limited liability company founded in 2006 and incorporated in Jersey in accordance with the provisions of the Companies (Jersey) Law 1991, as amended. The Company redomiciled from Malta to Jersey and was renamed from Gambling.com Group Plc to Gambling.com Group Limited in May 2021. Our registered address and principle executive offices is 22 Grenville Street, St. Helier, Jersey JE4 8PX.

We are a fast-growing provider of digital marketing services for the global online gambling industry. Our principal focus is on online casino, online sports betting and fantasy sports. Through our proprietary technology platform, we publish a portfolio of premier branded websites including Gambling.com, Casinos.com, RotoWire.com and Bookies.com. Each of our websites is bespoke and tailored for different user interests and markets within the online gambling industry and include original and curated news relating to the sector, such as odds, statistics, product reviews and product comparisons of online gambling services around the world. We attract online gamblers through online marketing efforts and refer these online gamblers to companies that are licensed by gambling regulators to provide real-money online gambling services, known as online gambling operators, who convert online gamblers into paying players. In this way, we provide business-to-business, or B2B, digital marketing services to online gambling operators.

We have a workforce of almost 500 employees and primarily operates from our offices in Ireland, the United States and Malta.

These unaudited interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). They do not include all disclosures that would otherwise be required in a complete set of financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the IASB and should be read in conjunction with the fiscal year 2023 audited consolidated financial statements included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2023, previously filed with the United States Securities and Exchange Commission on March 21, 2024 (“2023 audited consolidated financial statements”).

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the 2023 audited consolidated financial statements and include all adjustments necessary to present fairly the Company’s interim condensed consolidated statement of financial position as of March 31, 2024, its results of operations for the three months ended March 31, 2024 and 2023, changes in equity and its cash flows for the three months ended March 31, 2024 and 2023. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ended December 31, 2024.

The unaudited interim condensed consolidated financial statements have been prepared on a historical cost basis.

In preparing these interim condensed consolidated financial statements, the Company has made estimates and judgements that impact the application of accounting policies and reported amounts. The significant estimates and judgements made in applying the Company’s accounting policies and key sources of estimation were consistent with those described in its 2023 audited consolidated financial statements. Estimates and judgements used in deferred tax accounting are disclosed in Note 16.

The Group has analyzed the following amendments to existing standards that are mandatory for the Group’s accounting period beginning on January 1, 2024, and determined they had limited or no impact on the Group’s financial statements:

▪Amendments to IAS 1, Presentation of Financial Statements and IFRS Practice Statement 2: Classification of Liabilities as Current vs Non-Current; and Non-current Liabilities with Covenants

▪Amendments to IAS16, Leases: Lease Liability in a Sale and Leaseback

▪Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements

There were a number of standards and interpretations which were issued but not yet effective until periods beginning after January 1, 2024. and therefore have not been adopted within these interim condensed consolidated financial statements. These amendments are not expected to have a significant impact on disclosures or amounts reported in the Group’s consolidated financial statements in the period of initial application.

Effective for annual periods beginning after January 1, 2024:

▪IFRS 18 Presentation and Disclosures in Financial Statements

▪Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability

In January 2024 and 2023, the Group made cash payments of deferred consideration related to the RotoWire (as defined below) acquisition totaling an aggregate of $5,000 and $2,500, respectively. The payment is reflected in the cash flows partly within investing and partly within financing activities. The part of the payment related to original estimate of the fair value of deferred consideration of $4,450 and $2,390, respectively, is reported within investing activities in the cash flow statement and the part of the payment related to the increase in the consideration value on account of the interest element since the acquisition of $550 and $110, respectively, is reported within financing cash flows.

In April 2023, the Group settled contingent consideration related to the 2022 BonusFinder acquisition totaling an aggregate of $20,090 of which $10,178 was settled in cash and $9,912 was paid in unregistered ordinary shares of the Group.

On June 30, 2023, the Company entered into an agreement with the former shareholders of BonusFinder which modified terms of the original share purchase agreement relating to the remaining earnout payment. The agreement terminated the earn-out period early effective as of June 30, 2023. The agreement also provided that fixed consideration of EUR18,000 would be paid in two installments, (i) EUR5,000 ($5,440) was paid on July 7, 2023, and (ii) EUR13,000 is payable on April 30, 2024. The final settlement is adjustable for outstanding open working capital balance and bonus payments to BonusFinder employees.

As of March 31, 2024 the outstanding balance attributable to the BonusFinder acquisition amounted to EUR12,473 ($13,458). The balance was settled in cash subsequent to the reporting date (see Note 23).

An operating segment is a part of the Group that conducts business activities from which it can generate revenue and incur costs, and for which independent financial information is available. Identification of segments is based on internal reporting to the chief operating decision maker (“CODM”). The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Chief Executive Officer (“CEO”). The CEO reviews the Group consolidated reports distributed internally on a monthly basis, and includes key metrics such as new depositing customers, revenue, operating expenses, and adjusted EBITDA (defined as EBITDA adjusted to exclude the effect of non-recurring items, significant non-cash items, share-based payment expense, foreign exchange gains (losses), fair value of contingent consideration, and other items).

The Group does not divide its operations into different segments, and the CODM operates and manages the Group’s entire operations as one segment, which is consistent with the Group’s internal organization and reporting system.

As of March 31, 2024 and December 31, 2023, the geographic analysis of the Group’s non-current assets, excluding deferred tax assets, was as follows:

The following exchange rates were used to translate the financial statements of the Group from EUR into USD :

The Group’s activities potentially expose it to a variety of financial risks: market risk (foreign exchange risk and cash flow and fair value interest rate risk), credit risk and liquidity risk. The management of the Group’s financial risk is based on a financial policy approved by the Company’s board of directors. The Group did not make use of derivative financial instruments to hedge risk exposures during the periods presented.

(A) Market Risk

Foreign currency risk is the risk that the fair value of future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The risk arises from future commercial transactions and recognized assets and liabilities which are denominated in a currency that is not the respective group companies’ functional currencies. The currencies in which transactions and balances are primarily denominated are the Euro (“EUR”), US dollar (“USD”) and British Pound Sterling (“GBP”). Management performs ongoing assessments of foreign currency fluctuations on financial results; however, the Group does not enter into any derivative financial instruments to manage its exposure to foreign currency risk.

As of March 31, 2024 and 2023, the Group’s exposure to foreign exchange risks was primarily through cash and working capital balances held by its entities which have the Euro as the functional currency. These balances included USD-denominated net assets of $14,498 and $8,453 and GBP-denominated net assets of $1,935 and $10,622 as of March 31, 2024 and 2023, respectively. Based on the sensitivity analyses performed, movements in USD and GBP exchange rates to EUR by 10% would result on average in gains or losses $1,491 and of $194 to the Group’s net profit (loss) for the three months ended March 31, 2024 (2023: $854 and $1,072). Management anticipates 10% is a reasonable extent of currency fluctuations in the foreseeable future.

The Group has minimal interest-bearing assets as of March 31, 2024. The risk associated with the effects of fluctuations in the prevailing levels of market interest rates on its financing position and cash flows is not deemed to be substantial.

Credit risk arises from cash and cash equivalents and trade and other receivables. The exposure as of the reporting date was as follows:

For the three months ended March 31, 2024, no single customer generated at least 10% of the Group’s total revenue for the period. For the three months ended March 31, 2023, revenues generated from the largest single customer amounted to 10% of the Group’s total revenue for the period.

The Group has the following financial assets that are subject to the expected credit loss model: trade receivables and other financial assets carried at amortized cost. The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. The expected loss rates are based on the historical credit losses experienced over a recent twelve-month period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors (such as GDP growth, inflation rate and unemployment forecasts) affecting the ability of the customers to settle the receivables.

The aging of trade receivables that are past due but not impaired is shown below:

The Company recognized a specific provision of $454 on trade receivables as of March 31, 2024 (December 31, 2023: $681 and March 31, 2023: $407).

The activity in the credit loss allowance was as follows:

The decrease in trade and other receivables and in the credit loss allowance during the three months ended March 31, 2024 was a result of the improvements in settlements and collections from debtors. The increase in trade and other receivables and in the credit loss allowance during the three months ended March 31, 2023 was a result of the overall business growth and increase in aged trade receivables.

The Group actively manages credit limits and exposures in a practicable manner such that past due amounts receivable from the operator customers are within controlled parameters. Management assesses the credit quality of the operators, taking into account their financial position, past experience and other factors. The Group’s receivables are principally in respect of transactions with operators for whom there is no recent history of default. Management does not expect significant losses from non-performance by these operators above the ECL provision. Management believes that the Group was not exposed to significant credit risk as at the end of the current reporting period.

The Group monitors intra-group credit exposures at the individual entity level on a regular basis and ensures timely performance in the context of its overall liquidity management. Management concluded the Group’s exposure to credit losses on intra-group receivables were immaterial.

As cash and cash equivalents are held with financial institutions, any credit risk is deemed to be immaterial. The

IFRS 9 assessment conducted for these balances did not identify any material impairment loss as of March 31, 2024 and March 31, 2023.

The Group is exposed to liquidity risk in relation to meeting future obligations associated with its financial liabilities, which are predominantly comprised of trade and other payables (Notes 15). Prudent liquidity risk management includes maintaining sufficient cash and committed credit lines to ensure the availability of adequate funding to meet the Group’s obligations when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to its reputation.

Management monitors liquidity risk by continual observation of cash inflows and outflows. To improve the net cash inflows and maintain cash balances at a specified level, management ensures that no additional financing facilities are expected to be required over the coming year. In this respect, management does not consider liquidity risk to the Group as significant when taking into account the liquidity management process referred to above.

The following table summarizes the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments. Balances due in less than 1 year equal their carrying values as the impact of discounting is insignificant.

For the three months ended March 31, 2024 and 2023, cash paid for the acquisition of property and equipment was $72 and $153, respectively.

As of March 31, 2024, the Group is committed to incur capital expenditure of $340 ( March 31, 2023: nil). These commitments are expected to be settled in 2024.

The following is the reconciliation of depreciation expense:

Below are the carrying amounts of the Group’s right-of-use assets and lease liabilities and the movements during the periods presented:

The Group has elected not to recognize a lease liability for leases that are short term (with expected lease term of 12 months or less). Payments made under such leases are expensed on a straight-line basis. In addition, certain variable lease payments are not permitted to be recognized as lease liabilities and are expensed as incurred.

The expense and cash paid relating to payments not included in the measurement of the lease liability was as follows:

In December 2023 a subsidiary of the Group signed a long term lease agreement for an office property in Charlotte, North Carolina. The lease is expected to commence in July 2024, and has a minimum non-cancelable duration of eight years, with an option to renew for an additional three years. The lease will result in finance cash out flow of $3,100 over the non-cancelable lease term.

In 2024 a subsidiary of the Group signed a long term lease agreement for an office property in Malta. The lease commenced in April 2024 and has a term of five years with a minimum non-cancelable duration of three years. The lease will result in a finance cash out flow of $510 over the non-cancelable lease term.

As of March 31, 2024 and December 31, 2023, domain names, mobile apps and related websites balance included fully amortized mobile apps with cost $6,731 and $6,867, respectively.

For the three months ended March 31, 2024 and 2023, cash paid for intangible assets and capitalized software developments was $541 and $724, respectively.

The following table distinguishes finite and indefinite intangible assets, excluding goodwill, as of March 31, 2024 and December 31, 2023:

Trade receivables are unsecured and subject to settlement up to 45 days. Details on movements in the allowance are disclosed within Note 4.

Cash and cash equivalents include deposits held at banks. Due to their short-term nature, cash and cash equivalents are not measured at fair value because the carrying value approximates the fair value.

Cash and cash equivalents comprise the following:

We maintain cash and cash equivalents with major financial institutions. Our cash and cash equivalents consist of bank deposits held with banks that, at times, exceed federally or locally insured limits.

Total authorized shares of the Company are unlimited and have no par value. The following table outlines common share activity for each period presented.

In November 2022, the Company’s board of directors approved a program to repurchase up to $10,000 (increased by $10,000 in May 2024, see Note 23) of the Company’s ordinary shares in open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. During the three months ended March 31, 2024, the Company repurchased 329,490 shares with an average price of $9.10 for a total consideration of $3,000. The Company has repurchased an aggregate of 651,608 shares with an average price of $9.37 for a total consideration of $6,107 since the commencement of this repurchase program as of March 31, 2024.

As at March 31, 2024, a balance of $102 was outstanding for share purchases consummated during the quarter then ended. That balance was settled in April 2024. Cash used to repurchase shares during the three months ended March 31, 2024 included $187 for shares purchased in December 2023.

The timing and actual number of shares repurchased, if any, will depend on a variety of factors, including price, general business and market conditions, available liquidity, alternative investment opportunities, and other factors. The share repurchase program does not obligate the Company to acquire any particular number of ordinary shares. The Company intends to use current cash and cash equivalents and the cash flow it generates from operations to fund the share repurchase program. All shares purchased will be held in the Company’s treasury for possible future issuance.

As at March 31, 2024 and December 31, 2023, the Company had the following warrants, share options and restricted share units (“RSUs”) outstanding under the Amended and Restated 2020 Stock Incentive Plan (the “2020 Stock Incentive Plan”) and Founders Awards (as defined below) outstanding:

Changes in the share-based compensation reserve are as follows:

On October 22, 2020, in an extraordinary general meeting, the Company’s shareholders approved the 2020 Stock Incentive Plan (“the Plan”). Under the current Amended and Restated 2020 Plan, which was last amended and restated on May 18, 2022, employees, officers, directors, consultants and advisors, on the grant date are eligible to purchase share warrants, and receive share options, RSUs and other stock-based awards.

Share options can be in the form of incentive stock options and non-statutory stock options. No amounts are paid or payable by the recipient on receipt of the option. The options carry neither right to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of their expiry. The number of options granted, and the exercise price of the options is fixed by the board of directors of the Company.

According to the Plan, awards may be made for up to 3,649,986 shares as of March 31, 2024, which increases by 2% of the outstanding ordinary shares at the beginning of each year, of the Company’s shares of common stock. If any award expires or is terminated, surrendered, or canceled without having been fully exercised or is forfeited in whole or in part, or results in any common stock not being issued, the unused common stock covered by such award shall again be available for the grant of awards under the Plan.

In July 2021, in connection with the Company’s initial public offering (the “IPO”), the Company granted options for 4,056,770 shares subject to performance vesting to its CEO and COO (the “Founders’ Awards”). Each Founders’ Award is divided into twelve tranches, each subject to different market capitalization thresholds. Holders are required to hold the shares for a period of three years (“holding period”) after the exercise date. As of March 31, 2024, the performance conditions were not met for any of the tranches.

The number of share options and warrants outstanding under the Plan and the Founders’ Awards as of March 31, 2024 and 2023 were as follows:

The options granted during the three months ended March 31, 2023 were valued using the Black-Scholes model with the following assumptions. There were no options granted during the three months ended March 31, 2024.

Estimated volatility is based on historical volatility of comparable companies.

As of March 31, 2024 and 2023, the weighted average remaining contractual life for options and warrants outstanding was 6.73 years and 7.75 years, respectively. The range of exercise prices for options and warrants issued as share-based payments was $3.52 to $14.71 per share and $3.52 to $14.71 per share as of March 31, 2024 and 2023, respectively.

During the three months ended March 31, 2024, the Board of Directors approved the issuance of 397,512 RSUs to employees. The RSUs will vest and become non-forfeitable over four years from the date of grant, subject to the employees’ continuing employment. The fair value of the RSUs is based on the fair market value of the Company’s ordinary shares on the date of grant and is amortized over the vesting period.

A summary of the RSU activity as of and for the three months ended March 31, 2024 is as follows:

As of March 31, 2024 there was $1,627 (March 31, 2023: $2,971), $3,706 (March 31, 2023: $5,011) and $3,233 (March 31, 2023: nil) of total unrecognized share-based payment expense related to the equity classified share options (excluding Founders Awards), Founders Awards and the RSUs, respectively, that is expected to be recognized over a weighted-average remaining period of approximately 1.82 (March 31, 2023: 2.54) years, 3.94 (March 31, 2023: 4.94) and 3.78 years (March 31, 2023: nil), respectively.

The Share-based payment expense is included within the share-based compensation reserve (see Note 12).

On March 19, 2024, the Company’s wholly owned subsidiaries, GDC Media Limited, GDC America, Inc., and Roto Sports, Inc., as borrowers, and the Company, as guarantor, entered into a credit agreement (the “Wells Fargo Credit Agreement”) with Wells Fargo Bank, National Association (“Wells Fargo”), as lender. The Wells Fargo Credit Agreement provides for $25,000 term loan (the “Term Loan”) and a $25,000 revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan, the “Wells Fargo Credit Facility”). Subject to the approval of Wells Fargo, the term loan commitments or revolving commitments may be incrementally increased by up to $10,000 in the aggregate. The Wells Fargo Credit Facility matures on March 19, 2027.

The proceeds from the Wells Fargo Credit Facility, which is available in multi-currency drawdowns, are being, and will be, used for working capital, to settle deferred consideration, for permitted acquisitions, and for general corporate purposes and other permitted uses. Subsequent to the reporting date the Company borrowed $16,000 out of $25,000 from the Revolving Credit Facility to pay the initial consideration to the sellers of the Freebets.com Assets (as defined in Note 23). Term Loan of $ 25,000 remained undrawn.

The borrowers may designate each loan under the Wells Fargo Credit Facility as a (1) “Base Rate Loan”, (2) a “Term SOFR Loan”, (3) a “Eurocurrency Rate Loan” or (4) a “Daily Simple RFR Loan.” A Base Rate Loan bears interest at (i) the highest of (a) a Prime Rate, (b) Federal Funds rate plus 0.50% and (c) Adjusted Term Secured Overnight Finance Rate (“SOFR”) for one-month tenor plus 1.00%, (ii) plus an applicable margin of 2.5% per annum (the “Applicable Margin”). A Term SOFR Loan bears interest at a rate of SOFR Rate plus 0.10% plus the Applicable Margin.

A Eurocurrency Rate Loan bears interest at an Adjusted Eurocurrency Rate plus the Applicable Margin. A Daily Simple RFR Loan bears interest at an Adjusted Daily Simple RFR Rate plus the Applicable Margin.

The borrowers may prepay the Term Loan, and borrow, prepay and reborrow loans under the Revolving Credit Facility, without premium or penalty, subject to customary breakage costs for certain types of loans. The principal amount of the outstanding loans under the Wells Fargo Credit Facility, together with accrued and unpaid interest, is due on the maturity date. The borrower is also obligated to pay other customary fees for a credit facility of this size and type.

The Wells Fargo Credit Agreement requires the Company to comply with a maximum leverage ratio not greater than 3.00 to 1.00, a minimum revenue requirement and a minimum liquidity requirement. Additionally, the Wells Fargo Credit Agreement contains customary negative covenants, including covenants limiting the ability of the Company and its subsidiaries to, among other things, create or incur liens, incur indebtedness, pay dividends or distributions on their capital stock, effect certain mergers, make investments, sell or otherwise dispose of assets and enter into transactions with affiliates, in each case subject to customary exceptions for a credit facility of this size and type.

(i) Trade payables balance is unsecured, interest-free and settled within 60 days from incurrence.

(ii) Included in accruals is $1,500 (2023: $4,709) related to financial liabilities which is comprised of accrued media partnership costs and other unbilled operational expenses.

Deferred tax assets and liabilities are offset when they relate to the same governmental authority, and there is a legally enforceable right to offset current tax assets against current tax liabilities.

Deferred tax assets and liabilities are presented on a gross basis in the consolidated statement of financial position for amounts attributable to different tax jurisdictions which cannot be offset. Deferred tax assets and liabilities are presented net on a consolidated basis within a tax jurisdiction when there is a legally enforceable right to fiscal consolidation. As at March 31, 2024 and December 31, 2023, deferred tax is presented on a gross basis in the consolidated statement of financial position unless it is related to the same jurisdiction and eligible for offset.

The following amounts determined after appropriate offsetting are shown in the consolidated statement of financial position:

The change in the deferred tax account was as follows:

Deferred taxes are calculated on temporary differences under the liability method using the principal tax rate within the relevant jurisdiction. The balance was comprised of the following:

At March 31, 2024, the Group had unutilized trading losses and other allowances of $58,784 of which $31,653 were not recognized based on management’s performance projections for 2024 - 2028 and the related ability to utilize the tax losses resulting in a recognition of a deferred tax asset of $2,320.

At March 31, 2024, the Group had unutilized capital allowances of $53,386 related to intangible assets, of which $8,879 were not recognized based on management’s performance projections for 2024 – 2030 and related ability to utilize capital allowance resulting in a recognition of a deferred tax asset of $5,563.

At March 31, 2024 and December 31, 2023, deferred tax liability amounted to $3,172 and $3,193, respectively, and related to intangible assets acquired as a part of RotoWire acquisition.

At December 31, 2023, the Group had unutilized trading losses and other allowances of $57,784, of which $29,199 were not recognized based on management’s performance projections for 2024 – 2028 and the related ability to utilize the tax losses resulting in deferred tax asset recognition of $2,522.

At December 31, 2023, the Group had unutilized capital allowances of $58,665 related to intangible assets, of which a balance of $12,289 was not recognized based on management’s performance projections for 2024 – 2030 and related ability to utilize capital allowance resulting in a recognition of a deferred tax asset of $5,797.

Revenue is disaggregated based on how the nature, amount, timing and uncertainty of the revenue and cash flows are affected by economic factors.

For the three months ended March 31, 2024, our top ten customers accounted for 43% of our revenue and no single customer generated at least 10% of the Group’s total revenue for the period. For the three months ended March 31, 2023, our top ten customers accounted for 47% of our revenue, and our largest customer accounted for 10% of our revenue.

The Group presents revenue as disaggregated by market based on the location of end user as follows:

The Group presents disaggregated revenue by monetization type as follows:

During the three months ended March 31, 2024, performance marketing revenue was generated by the following categories: cost per acquisition 52%, revenue share 15% and hybrid 33%, compared to 57%, 13% and 30%, respectively, during the three months ended March 31, 2023.

The Group also tracks its revenues based on the product type from which it is derived. Revenue disaggregated by product type was as follows:

The following table provides contract assets and contract liabilities from contracts with customers:

The contract assets primary relate to the Group’s rights to consideration for services provided but not yet billed at the reporting date. The contract assets mainly relate to performance marketing revenue and subscription and content syndication revenue. The contract assets are transferred to receivables when the rights become unconditional and an invoice is issued.

The contract liabilities primary relate to the advances received from customers for subscriptions purchased to RotoWire.com website, for which revenue is recognized over the time. It is expected that deferred income will be recognized as revenue over the next year.

Below is the carrying amount of the Group’s contract liabilities and the movements during the three months ended March 31, 2024:

Presentation of certain sales and marketing expenses for comparative period was adjusted to reflect changes in those costs’ classification. It resulted in a reclassification from people costs to external marketing expenses of $250 for the three months ended March 31, 2023.

Presentation of people costs across operating expenses for comparative period was adjusted to reflect changes in costs’ classification. It resulted in a reclassification from general and administrative expenses of $243 to sales and marketing expenses and technology expenses of $226 and $17, respectively, for the three months ended March 31, 2023.

The fair value movement on contingent consideration for three months ended March 31, 2023 is directly associated with the acquisition of BonusFinder.

Foreign exchange gain and loss of the Group are comprised of translation gains of balances of monetary assets

and liabilities denominated in currencies other than each entity’s functional currency, and related to loan, cash

and cash equivalents and intercompany balances.

Basic net income per share is calculated by dividing net income by the weighted average number of ordinary shares outstanding during the period (amounts are in USD thousand except shares and per share amounts).

The calculation of diluted income per share has been based on the following weighted-average number of ordinary shares outstanding after adjustment for the effect of all dilutive potential ordinary shares:

Common stock warrants and options to purchase 6,023,112 and 5,672,984 ordinary shares were outstanding at March 31, 2024 and 2023, respectively, that could potentially be dilutive in the future (see Note 13).

For the three months ended March 31, 2024, (i) 4,840,529 (March 31, 2023: 4,636,770) options and (ii) 397,512 (March 31, 2023: Nil) Restricted Stock Units were each excluded from the diluted weighted-average number of ordinary shares calculation because their effect would have been anti-dilutive. At March 31, 2024, there were no contingently issuable ordinary shares that were excluded from the diluted weighted-average number of ordinary shares calculation (March 31, 2023: 597,175).

For disclosures regarding the number of outstanding shares, see Note 11.

For the three months ended March 31, 2024 and 2023 the expected weighted average tax rate of the Group amounted to 13% and 14%, respectively, as follows:

During three months ended March 31, 2024, the Group received net tax reimbursement of $214 (March 31, 2023 received net tax reimbursement: $110).

Related parties comprise the Group’s significant shareholders (beneficial owners of more than 5% of any class of the Group’s voting securities), directors and executive officers, and immediate family members of the foregoing persons. No other related parties with joint control or significant influence were identified. Related party transactions are approved by the Group’s Audit Committee or board of directors in accordance with the Group’s Related Party Transactions Policy.

Key management personnel are those persons having authority and responsibility for planning, directing and

controlling the activities of the Group, including directors. Compensation paid or payable to key management

formed a part of general and administrative costs, and was comprised of the following:

The emoluments paid to the directors (executive and non-executive) during the three months ended March 31, 2024 and 2023 amounted to $646 and $666, respectively.

The following transactions were carried out with related parties:

As at March 31, 2024 and December 31, 2023, the balance outstanding to key management and non-executive directors was $342 and $1,640, respectively, and were included within accruals as the amounts are expected to be paid in less than one year.

As at March 31, 2024 and December 31, 2023, the following share options, RSUs and restricted shares were held by related parties:

During the three months ended March 31, 2024, the Company granted 14,255 RSUs to key management (see Note 13). There were no similar grants during the three months ended March 31, 2023.

On April 1, 2024 the Company borrowed $16,000 in the revolving credit facility from the Wells Fargo Credit Facility to pay the initial consideration to the sellers of the Freebets.com Assets.

Total consideration to be paid to the sellers of the Freebets.com Assets will be between $37,500 and $42,500, consisting of $20,000 that was paid in cash at closing, $10,000 to be paid on the date of the six-month anniversary of closing, and between $7,500 and $12,500 to be paid on the one-year anniversary date of closing, this final payment being subject to revenue performance of the Freebets.com Assets during the remainder of 2024. The aggregate consideration is expected to be financed by the Company’s available cash and utilization of borrowings under available credit facilities.

If the Freebets.com Assets generate less than 75% of a target revenue amount from April 1, 2024 to December 31, 2024, then no additional amount in excess of $7,500 is required to be paid to the sellers on the one-year anniversary date. If the Freebets.com Assets generate between 75% and 100% of such target revenue amount, then the sellers will be entitled to receive additional consideration on the one-year anniversary date between $0 and $5,000 on a linear scale based on such additional revenue generated.

As per the date of publication of this Form 6-K, it has not been possible to obtain sufficient financial data to conclude the accounting treatment of the Freebets.com Assets. Therefore, the opening balance, the acquired net assets at the time of the acquisition and goodwill, if any, are not disclosed in these financial statements.

During April 2024, the Group settled final payment of EUR12,699 ($13,582) in cash to sellers of BonusFinder. The final settlement was adjusted for outstanding open working capital balance and bonus payments to BonusFinder employees.

In May 2024, the Company’s board of directors increased the previously approved program to repurchase up to an additional $10,000 of the Company’s ordinary shares in open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.

Total availability under the repurchase program as of March 31, 2024, prior to the approved increase was approximately $3,910.

This Form 6-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as defined in the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. These forward-looking statements include information about possible or assumed future results of our business, financial condition, results of operations, liquidity, plans and objectives. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential,” “could,” “will,” “would,” “ongoing,” “future” or the negative of these terms or other similar expressions. Forward-looking statements include, but are not limited to, such matters as:

▪our ability to manage our continued global expansion, including (i) in the United States, both into the new states as they launch and in existing regulated states, (ii) in other markets in which we currently operate, and (iii) expansion into other new markets;

▪our ability to compete in our industry;

▪our expectations regarding our financial performance, including our revenue, costs, EBIDTA, Adjusted EBITDA, and other non-IFRS measures;

▪our ability to mitigate and address unanticipated performance problems on our websites or platforms;

▪our ability to attract, retain, and maintain good relations with our customers;

▪our ability to anticipate market needs or develop new or enhanced offerings and services to meet those needs;

▪our ability to stay in compliance with laws and regulations, including gaming regulations and tax laws, that currently apply or may become applicable to our business both in the United States and internationally, and our expectations regarding various laws and restrictions that relate to our business;

▪our ability to maintain, protect, and enhance our intellectual property;

▪our ability to anticipate the effects of existing and developing laws and regulations, including with respect to gaming and taxation, and privacy and data protection that relate to our business;

▪our ability to identify, recruit, and retain skilled personnel, including key members of senior management;

▪our ability to effectively manage our growth and maintain our corporate culture;

▪our ability to successfully identify, manage, consummate, and integrate any existing and potential acquisitions;

▪our ability to manage the increased expenses associated and compliance demands with being a public company; and

▪our ability to maintain our foreign private issuer status.

The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. The forward-looking statements are based on our beliefs, assumptions, and expectations of future performance, taking into account the information currently available to us. These statements are only predictions based upon our current expectations and projections about future events. There are important factors that could cause our actual results, levels of activity, performance, or achievements to differ materially from the results, levels of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the risks provided under “Item 3. Key Information – Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2023.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Each forward-looking statement speaks only as of the date of the particular statement. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Form 6-K, to conform these statements to actual results or to changes in our expectations.

We are a fast-growing provider of digital marketing services for the global online gambling industry. Our principal focus is on online casino, online sports betting and fantasy sports. Through our proprietary technology platform, we publish a portfolio of premier branded websites including Gambling.com, Casinos.com, Bookies.com, and RotoWire.com, in addition to over 50 local websites.

We tailor each one of our websites to different user interests and markets within the online gambling industry by producing original content relating to the sector, such as news, odds, statistics, product reviews and product comparisons of locally available online gambling services. We attract online gamblers through online marketing efforts and refer these online gamblers to companies that are licensed by gambling regulators to provide real-money online gambling services, known as online gambling operators, who convert these potential online gamblers into actual paying players. In this way, we provide B2B, digital marketing services to online gambling operators.

Performance marketing revenue is generated by referring online gamblers to online gambling operators. When an online gambler visits an online gambling operator from one of our websites, registers a new account and makes a deposit, this online gambler becomes one of our referred players. Each of our referred players entitles us to remuneration pursuant to our agreements with the online gambling operator. Our performance marketing agreements are primarily based on a revenue share model, a CPA model or a hybrid model.

As we are compensated primarily on a performance-based model, our revenue depends overwhelmingly on the quantity and quality of traffic we can provide to our customers, rather than on our commercial team’s ability to sell advertising based on fixed fees or placements. Our commercial team focuses on finding high performing partners and curating the relationship with our existing partners to improve and expand our business relationships.

Our performance marketing revenue performance can be optimized by selecting the best commercial model available to us from each of our customers. Usually, some combination of the models are be offered and it is incumbent on us to select and negotiate our preferable model. Operators’ favored model tends to vary over time depending on internal priorities and personnel. Internally, we are agnostic as to the superiority of any one of the three models above. We have a predictive analytics system which estimates the value to us of each of these models based on each operator, product and market and we simply choose the one that our systems predict will yield the best results.

Advertising, media and other revenue includes revenue from arrangements not based on the referred players including advertising on our platform and onboarding fees.

Subscriptions and content syndication revenue is generated when a customer subscribes to services over a period of time.

Online gamblers generally locate our websites via search engines, and we are thus dependent on the effective implementation of Search Engine Optimization (“SEO”) strategies across our portfolio of websites. We plan to organically increase our market share by continuing to deliver best in class content on our branded websites through the efficient use of our technology platforms. Google and other search engines are increasingly adept at identifying the high-quality content which deserves prominence. Our investments in content, product and website delivery thus naturally result in strong search engine rankings.

Our principal executive offices are located at 22 Grenville Street, St. Helier, Jersey JE4 8PX, Channel Islands.

On April 1, 2024 the Company borrowed $16 million in the revolving credit facility from the Wells Fargo Credit Facility.

Total consideration to be paid to the sellers of the Freebets.com Assets will be between $37.5 million and $42.5 million, consisting of $20 million that was paid in cash at closing, $10 million to be paid on the date of the six-month anniversary of closing, and between $7.5 million and $12.5 million to be paid on the one-year anniversary date of closing, subject to revenue performance of the Freebets.com Assets during the remainder of 2024.

The aggregate consideration is expected to be financed by the Company’s available cash and utilization of borrowings under available credit facilities.

If the Freebets.com Assets generate less than 75% of a target revenue amount from April 1, 2024 to December 31, 2024, then no additional amount in excess of $7.5 million is required to be paid to the sellers on the one-year anniversary date. If the Freebets.com Assets generate between 75% and 100% of such target revenue amount, then the sellers will be entitled to receive additional consideration on the one-year anniversary date between $0 and $5 million on a linear scale based on such additional revenue generated.

As per the date of publication of this Form 6-K, it has not been possible to obtain sufficient financial data to conclude the accounting treatment of the transaction. Therefore, the opening balance, the acquired net assets at the time of the acquisition and goodwill, if any, are not disclosed in these financial statements.

During April 2024, the Group settled final payment of EUR12.7 million ($13.6 million) in cash to sellers of BonusFinder.

In May 2024, the Company’s board of directors increased the previously approved program to repurchase up to an additional $10.0 million of the Company’s ordinary shares in open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. Total availability under the repurchase program as of March 31, 2024, prior to the approved increase was approximately $3.9 million.

We have made rounding adjustments to some of the figures included in this discussion and analysis of our financial condition and results of operations. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them.

The following discussion summarizes our results of operations for our one reportable segment for the three months ended March 31, 2024 and 2023. This information should be read together with our interim condensed consolidated financial statements and related notes included elsewhere in this Form 6-K.