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Item 1A. Risk Factors

2025-03-26 compared with 2024-04-15 · 362 added, 267 removed, 787 unchanged (44% of the section changed)

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and include, but are not limited to, risks related to the following:

rely on a relatively small number of customers for a significant portion of our sales, and the loss of, or material reduction in,

sales to any of our top customers could have an adverse effect on our business, results of operations, financial condition and prospects.

We have identified material weaknesses in our disclosure

controls and procedures and internal control over financial reporting.

Failure to remediate the material weaknesses or any other material

weaknesses that we identify in the future could result in material misstatements in our financial statements.

are dependent on our relationships with key suppliers to obtain equipment and other supplies for our business on acceptable terms.

privacy and security laws and regulations in the jurisdictions in which we do business could increase the cost of our operations

and subject us to possible sanctions and other penalties.

results of operations fluctuate due to seasonality and other factors and, therefore, our periodic operating results are not guarantees

of future performance.

industry is subject to strict government regulations that could limit our existing operations and have a negative impact on our ability

industry is subject to regulations that set parameters for levels of gaming or wagering duty, tax, stake, prize and return to player.

may be adversely affected by disruptions to our transaction gaming and lottery systems, as well as disruptions to our internal enterprise

and information technology systems.

directors and key personnel are subject to the approval of certain regulatory authorities, which, if withheld, would require us to

sever our relationship with non-approved individuals, which could adversely impact our operations.

and gaming authorities have significant control over our operations and ownership and could cause us to redeem certain stockholders

on potentially disadvantageous terms.

of our executive officers and directors could be affiliated with entities engaged in business activities similar to those conducted by

us in the future and, accordingly, may have conflicts of interest in determining

whether a particular business opportunity should be presented to us or to another entity.

have operations in a variety of countries, which subjects us to additional risks.

may have future capital needs and may not be able to obtain additional financing on acceptable terms.

tax laws and regulations are subject to interpretation and uncertainty, tax payments may ultimately differ from amounts currently

recorded by the Company.

may be unable to develop sufficient new products and product lines and integrate them into our existing business, which may adversely

affect our ability to compete; our expansion into new sectors may present competitive and regulatory challenges that differ

from current ones.

may be required to recognize impairment charges related to goodwill, identified intangible assets and property and equipment or to

take write-downs or write-offs, restructuring or other charges that could have a significant negative effect on our financial condition,

results of operations and stock price, which could have an adverse effect on your investment.

or disruption in the financial markets could materially adversely affect our business and the trading price of our common stock.

economic conditions could have an adverse effect on our business, operating results and financial condition.

We have identified material

weaknesses in our disclosure controls and procedures and internal control over financial reporting, which we are in the process of remediating.

Failure to remediate these material

weaknesses or any other material weaknesses that we identify in the future could result in material misstatements in our financial

Particularly in our Virtuals

business, we rely on a relatively small number of customers for a significant portion of our sales, and the loss of, or material

reduction in, sales to any of our top customers could have an adverse effect on our business, results of operations, financial condition

and prospects.

We are dependent on our

relationships with key suppliers to obtain equipment and other supplies for our business on acceptable terms.

We operate in a highly

competitive industry and our success depends upon our ability to effectively compete with numerous worldwide businesses.

One of the major risks

to our business is the use of Artificial Intelligence (“AI”) by malicious actors.

AI-powered bots can imitate human players

in online gambling platforms, potentially undermining the fairness and integrity of games.

These bots can be programmed to try and

exploit vulnerabilities in a gambling platform’s security infrastructure, can launch advanced phishing attacks, malware, and ransomware,

and pose a significant threat to the security of online gambling platforms.

These attacks can lead to substantial financial losses,

compromise game, financial or user data, and damage the company’s reputation.

Data privacy and

security laws and regulations in the jurisdictions in which we do business could increase the cost of our operations and subject

us to possible sanctions and other penalties.

Our results of operations

fluctuate due to seasonality and other factors and, therefore, our periodic operating results are not guarantees of future performance.

Our industry is subject

to strict government regulations that could limit our existing operations and have a negative impact on our ability to grow.

of our income is generated through the licensing and supply of software and technology to B2C operators.

Our business is therefore

highly dependent on the laws and regulations relating to the supply of gaming services, which laws and regulations are complex and

inconsistent across jurisdictions and are subject to change.

Our industry is subject

to regulations that set parameters for levels of gaming or wagering duty, tax, stake, prize and return to player.

Our ability to provide

our software to gaming operators depends upon the integrity, reliability and operational performance of our systems, games and products.

Because tax laws and regulations

are subject to interpretation and uncertainty, tax payments may ultimately differ from amounts currently recorded by us.

Our operations

in non-European markets means withholding taxes are payable on royalty, interest and/or dividend which may impact cash flow and/or

profitability;

We may be adversely affected

by disruptions to our transaction gaming and lottery systems, as well as disruptions to our internal enterprise and information technology

Our directors and key personnel are subject to the

approval of certain regulatory authorities, which, if withheld, would require us to sever our relationship with non-approved individuals,

which could adversely impact our operations.

Licensing and gaming authorities have significant control

over our operations and ownership and could cause us to redeem certain stockholders on potentially disadvantageous terms.

Certain of our executive officers and directors could

be affiliated with entities engaged in business activities similar to those conducted by us in the future and, accordingly, may have

conflicts of interest in determining whether a particular business opportunity should be presented to us or to another entity.

Licensing and gaming authorities have significant control

over our operations and ownership and could cause us to redeem certain stockholders on potentially disadvantageous terms.

We have operations and assets in a variety of countries,

which subjects us to additional geopolitical risks.

Our business is capital intensive and our ability to

retain customers may be influenced by our ability to deploy additional capital.

We may be unable to develop sufficient new products

and product lines and integrate them into our existing business, which may adversely affect our ability to compete; our expansion

into new sectors may present competitive and regulatory challenges that differ from current ones.

We may be required to recognize impairment charges

related to goodwill, identified intangible assets and property and equipment or to take write-downs or write-offs, restructuring

or other charges that could have a significant negative effect on our financial condition, results of operations and stock price,

which could have an adverse effect on the Company’s net assets.

Volatility or disruption in the financial markets could

materially adversely affect our business and the trading price of our common stock.

Global economic conditions could have an adverse effect

on our business, operating results and financial condition.

Relating to Our Business and Industry

have identified material weaknesses in our disclosure controls and procedures and internal control over financial reporting.

to remediate the material weaknesses or any other material weaknesses that we identify in the future could result in material misstatements

in our financial statements.

Pursuant to Section 404 of the

Sarbanes-Oxley Act of 2002, as amended, our management is required to report on, and our independent registered public accounting firm

is required to attest to, the effectiveness of our internal control over financial reporting.

The rules governing the standards that must

be met for management to assess our internal control over financial reporting are complex and require significant documentation, testing

and possible remediation.

Annually, we perform activities that include reviewing, documenting and testing our internal control over financial

In addition, if we fail to maintain the adequacy of our internal control over financial reporting, we will not be able to conclude

on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley

If we fail to achieve and maintain an effective internal control environment, we could suffer misstatements in our financial

statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial

A material weakness is a deficiency,

or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material

misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Our management

may be unable to conclude in future periods that our disclosure controls and procedures are effective due to the effects of various factors,

which may, in part, include unremediated material weaknesses in internal control over financial reporting.

For further discussion of the

material weaknesses, see Item 4, Controls and Procedures.

Management is committed to maintaining a strong internal control environment and is working towards achieving effective controls.

Management anticipates that the new controls, as implemented and

when tested for a sufficient period of time, will remediate the material weaknesses.

We may not be successful in promptly remediating

the material weaknesses identified by management, or be able to identify and remediate additional control deficiencies, including material

weaknesses, in the future.

If not remediated, our failure to establish and maintain effective disclosure controls and procedures and internal

control over financial reporting could result in material misstatements in our financial statements and a failure to meet our reporting

and financial obligations, each of which could have a material adverse effect on our financial condition and a s

a result, our stockholders could lose confidence in our financial results, which could harm our business and the value of our shares.

have identified material weaknesses in our disclosure controls and procedures and internal control over financial reporting which we are working to remediate.

Failure to remediate these material weaknesses or any other material weaknesses that we identify in the future could result in

material misstatements in our financial statements.

to Section 404 of the Sarbanes-Oxley Act of 2002, as amended, our management is required to report on, and our independent registered

public accounting firm is required to attest to, the effectiveness of our internal control over financial reporting.

The rules governing

the standards that must be met for management to assess our internal control over financial reporting are complex and require significant

documentation, testing and possible remediation.

Annually, we perform activities that include reviewing, documenting and testing our

internal control over financial reporting.

In addition, if we fail to maintain the adequacy of our internal control over financial reporting,

we will not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with

Section 404 of the Sarbanes-Oxley Act of 2002.

If we fail to achieve and maintain an effective internal control environment, we could

suffer misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose

confidence in our reported financial information.

material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is

a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented

or detected on a timely basis.

Our management may be unable to conclude in future periods that our disclosure controls and procedures

are effective due to the effects of various factors, which may, in part, include unremediated material weaknesses in internal control

over financial reporting.

For further discussion of the material weaknesses, see Item 4, Controls and Procedures.

is committed to maintaining a strong internal control environment and is working towards achieving effective controls.

Management anticipates

that the new controls, as implemented and when tested for a sufficient period of time, will remediate the material weaknesses.

not be successful in promptly remediating the material weaknesses identified by management, or be able to identify and remediate additional

control deficiencies, including material weaknesses, in the future.

If not remediated, our failure to establish and maintain effective

disclosure controls and procedures and internal control over financial reporting could result in material misstatements in our financial

statements and a failure to meet our reporting and financial obligations, each of which could have a material adverse effect on our financial

condition and as a result, our stockholders could lose confidence in our financial results, which could harm our business and the value

of our shares.

Particularly in our Virtuals business, we rely

on a relatively small number of customers for a significant portion of our sales, and the loss of, or material reduction in, sales to

any of our top customers could have an adverse effect on our business, results of operations, financial condition and prospects.

Certain key customers, including

certain UK, Italian and Greek gaming terminal customers and certain Virtual Sports customers, make a significant contribution to our revenue

and profitability.

Our top ten customers generated approximately 49% of total revenue, however, no customers generated more than 10% of

total revenue in the year ended December 31, 2024.

We expect that these customers will continue to represent a significant portion of

our sales in the future.

However, the loss of any of our top customers, whether through contract expiry and non-renewal, breach of contract

or other adverse factors could materially adversely affect our revenue or return on capital and leave us with surplus terminals.

if any of these customers experience reduced revenue, such reduction could adversely affect any revenue-sharing arrangements we have with

those customers, reduce our own revenue and adversely affect our financial results.

We are dependent on our relationships with key

suppliers to obtain equipment and other supplies for our business on acceptable terms.

We have achieved significant cost

savings through our centralization of equipment and non-equipment purchases.

However, as a result, we are exposed to the credit and other

risks of a group of key suppliers.

While we make every effort to evaluate our counterparties prior to entering into long-term and other

significant procurement contracts, we cannot predict the impact on our suppliers of the current economic environment and other developments

in their respective businesses.

Insolvency, financial difficulties, supply chain delays or other factors may result in our suppliers not

being able to fulfill the terms of their agreements with us.

Further, such factors may render suppliers unwilling to extend contracts

that provide favorable terms to us, or may force them to seek to renegotiate existing contracts with us.

In addition, our business has

signed a number of significant contracts whose performance depends upon third party suppliers delivering equipment on schedule for us

to meet its contract commitments.

Failure of the suppliers to meet their delivery commitments could result in us being in breach of and

subsequently losing those contracts.

Although we believe we have alternative sources of supply for the equipment and other supplies used

in our business, concentration in the number of our suppliers could lead to delays in the delivery of products or components, and possible

resultant breaches of contracts that we have entered into with our customers;

increases in the prices we must pay for products or components;

problems with product quality or components coming to the end of their life;

and other concerns.

of our supply chain or distribution capabilities have an adverse effect on our business, financial condition, and results of operations.

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results of operations could be adversely affected by labor shortages, turnover, and labor cost increases.

pressures, shortages in the labor market, and increased competition within and outside our industry for talented employees have increased

our labor costs, which could negatively impact our profitability.

Labor shortages or lack of skilled labor have led to increases in costs

to meet demand as we roll out incremental programs to attract and retain talent.

Labor shortages may also negatively impact us from servicing

all demand that exists for our products or operating our service operations and manufacturing facilities efficiently.

Further, we distribute

our machines and receive parts through the freight transportation market, and reduced trucking capacity due to shortages of drivers has

led to increased costs and reduced service levels due to lack of freight transportation availability.

pressures, shortages in the labor market, and increased competition within and outside our industry for talented employees have

increased our labor costs, which could negatively impact our profitability.

Labor shortages or lack of skilled labor, and

current UK policy have led to increases in costs to meet demand as we roll out

incremental programs to attract and retain talent.

Further taxes may be introduced in the UK which may further increase labor

Labor shortages may also negatively impact

us from servicing all demand that exists for our products or operating our service operations and manufacturing facilities

operate in a highly competitive industry and our success depends upon our ability to effectively compete with numerous worldwide businesses.

face competition from a number of businesses, including worldwide businesses, many of which have substantially greater financial resources

and operating scale than we do.

and operating scale than we do, or which may operate in countries which have lower labor costs .

Such competition could adversely affect our ability to win new contracts and sales and renew existing

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are heavily dependent on our ability to renew our long-term contracts with our customers and we could lose substantial revenue if we

are unable to renew certain of these contracts.

are unable to renew certain of these contracts, or to renew them on substantially similar terms.

customer contracts in our Gaming, Virtual Sports and Interactive business segments are for initial terms of three to five years, but

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us to lose substantial revenue.

could lose substantial revenue due to introduction or increase of gaming taxes, levies, withholding taxes and other local taxes.

in applicable gambling regulations or taxation regimes may affect the revenue or profits generated by the contracts we enter into with

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Many of the contracts we have with our customers are on revenue-sharing (net of gaming taxes) terms, and therefore changes

which adversely affect our customers may also adversely affect us.

which adversely affect our customers are likely to adversely affect us.

In addition, any such changes may cause our customers to seek to renegotiate

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to renew their contracts.

rely on a relatively small number of customers for a significant portion of our sales, and the loss of, or material reduction in, sales

to any of our top customers could have an adverse effect on our business, results of operations, financial condition and prospects.

key customers, including certain UK, Italian and Greek gaming terminal customers and certain Virtual Sports customers, make a significant

contribution to our revenue and profitability.

Our top ten customers generated approximately 57% of total revenue and two customers

generated more than 10% of total revenue in the year ended December 31, 2023.

We expect that these customers will continue to represent

a significant portion of our sales in the future.

However, the loss of any of our top customers, whether through contract expiry and

non-renewal, breach of contract or other adverse factors could materially adversely affect our revenue or return on capital and leave

us with surplus terminals.

Moreover, if any of these customers experience reduced revenue, such reduction could adversely affect any

revenue-sharing arrangements we have with those customers, reduce our own revenue and adversely affect our financial results.

are dependent on our relationships with key suppliers to obtain equipment and other supplies for our business on acceptable terms.

have achieved significant cost savings through our centralization of equipment and non-equipment purchases.

However, as a result, we

are exposed to the credit and other risks of a group of key suppliers.

While we make every effort to evaluate our counterparties prior

to entering into long-term and other significant procurement contracts, we cannot predict the impact on our suppliers of the current

economic environment and other developments in their respective businesses.

Insolvency, financial difficulties, supply chain delays or

other factors may result in our suppliers not being able to fulfill the terms of their agreements with us.

Further, such factors may

render suppliers unwilling to extend contracts that provide favorable terms to us, or may force them to seek to renegotiate existing

contracts with us.

In addition, our business has signed a number of significant contracts whose performance depends upon third party

suppliers delivering equipment on schedule for us to meet its contract commitments.

Failure of the suppliers to meet their delivery commitments

could result in us being in breach of and subsequently losing those contracts.

Although we believe we have alternative sources of supply

for the equipment and other supplies used in our business, concentration in the number of our suppliers could lead to delays in the delivery

of products or components, and possible resultant breaches of contracts that we have entered into with our customers;

increases in the

prices we must pay for products or components;

problems with product quality or components coming to the end of their life;

Finally, revenues generated in third party countries (i.e.

outside of the EU or the UK) often attract withholding

and/or other local sales taxes which, even if recoverable, may impact short - term

Mandatory levies are and can be introduced in certain places, such as the UK, to fund research into the prevention, treatment,

and prevention of gambling related harm .

ability to bid on new contracts may be dependent upon our ability to fund any required up-front capital expenditures through our cash

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contracts and therefore on future profitability.

Certain contracts within the Leisure business segment also require injections of capital

expenditure during the term for new or replacement hardware.

Certain contracts within the Leisure business segment also require injections of capital during the term for new or replacement hardware.

business depends on our ability to prevent or mitigate the effects of a cybersecurity attack.

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data privacy, data localization and data protection.

The risk of cyber attacks may also increase owing to the current war in Ukraine.

the company continuously takes significant steps to mitigate cybersecurity risk across a range of functions, such measures can never

eliminate the risk entirely or provide absolute security, and the Company has experienced and expects to continue to experience cyberattacks

on its information systems.

While there have not been cybersecurity incidents or vulnerabilities that have had a material adverse effect

on the company, there is no assurance that there will not be cybersecurity incidents or vulnerabilities that will have a material adverse

effect in the future.

The risk of cyber attacks may also increase owing to current trends worldwide.

On November 8, 2023, we

detected a ransomware attack on our information technology (“IT”) systems.

The attack impacted and disrupted certain of the

Company’s corporate IT systems but did not impact any product systems.

As part of its cyber security, by design and physical separation,

the product systems were separated from the corporate systems and therefore protected from attack.

On November 15, 2023, the company

also became aware that Company data (including in the form of personal data) had been exfiltrated.

The Company has continued to work

to improve its defences against cybersecurity incidents, its educational programs for its employees and consultants in this area, and

to comply with all recommendations from the Information Commissioners Office.

we continually take significant steps to mitigate cybersecurity risk across a range of functions, such measures can never eliminate

the risk entirely or provide absolute security, and the Company has experienced and expects to continue to experience attempts at

cyberattacks on its information systems.

While there have not been cybersecurity incidents or vulnerabilities that have had a

material adverse effect on the company, there is no assurance that there will not be cybersecurity incidents or vulnerabilities that

will have a material adverse effect in the future.

One of the major risks to

our business is the use of AI by malicious actors.

AI-powered bots can imitate human players in online gambling platforms, potentially

undermining the fairness and integrity of games.

These bots can be programmed to try and exploit vulnerabilities in a gambling platform’s

security infrastructure, can launch advanced phishing attacks, malware, and ransomware, imitate human players in online gambling platforms,

potentially undermining the fairness and integrity of games, and pose a significant threat to the security of online gambling platforms.

These attacks can lead to substantial financial losses, compromise game, financial or user data, and damage the company’s reputation.

Detecting fraudulent or

malicious activity can be difficult.

Although we have implemented measures intended to detect and reduce the occurrence of

fraudulent activities, including click fraud, we cannot guarantee that we will be fully successful in doing so.

If we fail to detect

or prevent fraudulent or other malicious activity, it may result in dissuading sellers and customers alike from engaging with our

products and services.

Any actual or alleged future fraudulent activity may damage our reputation, or diminish the value of our

brand name, either of which could adversely impact our business, results of operations and financial condition.

business depends upon the protection of our intellectual property and proprietary information.

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can be no assurance that we will be able to protect our intellectual property.

We enter into confidentiality or license agreements with

We enter into confidentiality and license agreements with

our employees, vendors, consultants and, to the extent legally permissible, our customers, and generally control access to, and the distribution

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In July 2020, the Court of Justice of the European Union (“CJEU”) in its Schrems II ruling invalidated the EU-US Privacy

Shield framework, a self-certification mechanism that facilitated the lawful transfer of personal data from the EEA/UK to the United

States, with immediate effect.

Shield framework, a self-certification mechanism that facilitated the lawful transfer of personal data from the EEA/UK to the U.S., with immediate effect.

The CJEU upheld the validity of standard contractual clauses (“SCCs”) as a legal mechanism

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and would not require any additional safeguards.

with the GDPR will incur compliance and operational costs.

We are also required to sign up to standard contractual clauses for protection

of customer data in third countries, and to comply with local data protection requirements in places where the end users of our companies

are established, as for example, Brazil.

with the GDPR in each required jurisdiction incurs compliance and operational costs.

In addition, a data supervisory authority may find our data processing practices

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results of operations or business in general.

Moreover, there can be no assurance that the operation of SBG terminals,

Video Lottery Terminals or other Terminals, Virtual Sports betting, betting online, lottery or other forms of wagering systems will be

approved, certified or found suitable by additional jurisdictions or that those jurisdictions in which these activities are currently

permitted will continue to permit such activities in their existing forms (stricter regulations, including regulation relating to age

verification, could come into force which could have adverse impacts on the Company) or at all.

While we believe that we have the means

to continue to develop procedures and policies designed to comply with and monitor the requirements of evolving laws, there can be no

assurance that law enforcement agencies, governmental agencies or gaming regulatory authorities, whether in existing or new jurisdictions,

will not seek to restrict our business or otherwise institute enforcement proceedings or other legal claims against the Company.

in addition to the risk of such enforcement actions or claims, we are also at risk from loss of business reputation in the event of any

potential legal or regulatory investigation whether or not we are ultimately accused of or found to have committed any violations.

Moreover, there can be no assurance that the operation of SBG terminals, Video Lottery

Terminals or other Terminals, Virtual Sports betting, betting online, lottery or other forms of wagering systems will be approved, certified

or found suitable by additional jurisdictions or that those jurisdictions in which these activities are currently permitted will continue

to permit such activities in their existing forms (stricter regulations, including regulation relating to age verification, could come

into force which could have adverse impacts on the Company) or at all.

While we believe that we have the means to continue to develop

procedures and policies designed to comply with and monitor the requirements of evolving laws, there can be no assurance that law enforcement

agencies, governmental agencies or gaming regulatory authorities, whether in existing or new jurisdictions, will not seek to restrict

our business or otherwise institute enforcement proceedings or other legal claims against the Company.

Moreover, in addition to the risk

of such enforcement actions or claims, we are also at risk from loss of business reputation in the event of any potential legal or regulatory

investigation whether or not we are ultimately accused of or found to have committed any violations.

supply our products to operators of gaming venues, platforms and websites who typically must themselves be licensed by gaming regulators.

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of our shares of the revenue generated by that operator’s business.

supply certain of our products to operators who operate gaming websites.

Some of those operators may take bets from customers in sectors

where no gaming laws or regulations exist and where the provision of online gaming is effectively unregulated.

Although the Company seeks

to ensure that its customers only take bets in sectors where online gaming is legal, if any of those operators is subjected to investigatory

or enforcement action for acting otherwise, this could result in the operator suffering interventions ranging from special conditions

being applied to its licenses, license suspension or license loss, or the operator otherwise withdrawing from or curtailing its activities

in its sector.

Any such developments could adversely affect such operator’s revenue and in turn adversely affect our earnings

from such operator.

The Company may itself be subject to investigatory or enforcement action (if and to the extent that local laws or

the laws of other jurisdictions in which the Company operates impose liability on suppliers for the activities of the customers that

they supply or for receiving funds that are deemed to be illegal because of such activities).

We seek to protect ourselves against any

such liability for the activities of the operators that we supply, including by contractually requiring those operators not to operate

in certain territories and only supplying operators who we have reviewed to determine whether they uphold the requisite standards of

regulatory and legal compliance.

Nonetheless, there is a risk that we may fail to undertake sufficient due diligence, fail to receive

accurate information on which to conduct due diligence, or become subject to investigatory or enforcement action should we or any of

our customers be accused of breaching any regulations or laws.

Any such action may adversely affect our standing with gaming regulators

and our ability to obtain and retain required licenses and other approvals in other jurisdictions.

We supply certain of our products to operators of gaming websites as well

as to aggregators that provide content to other gaming operators utilizing the internet to offer services.

Despite warranties from counterparties

in our contracts, there is some risk that our products may be used by platforms or by customers who may take bets from customers in jurisdictions

where no gaming laws or regulations exist or even where the provision of online gaming is ineffectively regulated.

Although the Company

seeks to ensure that its content is available through operators where online gaming is legal, if claims are made that any of those operators

or software platforms are not operating solely in jurisdictions where gaming is legal, the operators may be subjected to investigation

or enforcement action by regulatory authorities.

An adverse determination could result in the operator being subject to penalties ranging

from special conditions being applied to its licenses, license suspension, license loss, or the operator otherwise withdrawing from or

curtailing its activities in its sector or being subjected to fines, penalties or other legal consequences.

Any such developments could

adversely affect such operator’s revenue and have adverse effects on the Company, including loss of earnings from such operators

or platforms, or the Company’s ability to operate in such jurisdiction or in other jurisdictions.

The Company may also itself be

subject to investigations or enforcement action (if and to the extent that local laws or the laws of other jurisdictions in which the

Company operates impose liability on suppliers for the activities of the customers that they supply or for receiving funds that are deemed

to be illegal because of such activities).

Although we attempt to protect ourselves against any such liability for the activities of the

operators that we supply, including by contractually requiring those operators to operate in accordance with all applicable laws, not

to operate in certain territories and only supplying operators whose activities have been reviewed to ascertain compliance with the requisite

standards of regulatory and legal compliance, nonetheless, there is a risk that we may fail to undertake sufficient due diligence, or

fail to receive accurate information on which to conduct due diligence.

There is also a risk that there is a change in the operations

by such operators, and a risk of lack of appropriate oversight by aggregator platforms.

Our good relationships with gaming regulators,

and our compliance with gaming laws and regulations is critical to our business.

Any determination that we have, directly or indirectly,

been engaged in unlawful activity relating to gaming may adversely affect our standing with gaming regulators, and our ability to obtain

and retain required licenses and other approvals in such jurisdiction or other jurisdictions.

may be required to obtain and maintain licenses and certifications from various state and local jurisdictions in order to operate certain

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jurisdictions also require extensive personal and financial disclosure and background checks from persons and entities beneficially owning

a specified percentage of equity securities of licensed or regulated businesses.

a specified percentage, typically 5%, of equity securities of licensed or regulated businesses.

The failure of beneficial owners of our common stock

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from becoming significant stockholders or inhibit existing stockholders from retaining or increasing their ownership.

We may be subject to disciplinary

action if, after we receive notice that a person is unsuitable to be a stockholder or to have any other relationship with us or any of

our subsidiaries, we:

pay that person any dividend or interest upon our voting securities,

allow that person to exercise, directly or indirectly, any voting right conferred through securities held by that person,

pay remuneration in any form to that person for services rendered or otherwise, or

fail to pursue all lawful efforts to require such unsuitable person to relinquish voting securities including, if necessary, the immediate

purchase of said voting securities for cash at fair market value.

businesses are subject to a number of federal, state, local and foreign laws and regulations governing data privacy and security, including

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and anti-terrorist financing laws and regulations, and to economic and trade sanctions programs administered by the Office of Foreign

Assets Control (OFAC) in the United States relating to our ability to engage in transactions with entities that are domiciled in countries

Assets Control (OFAC) in the U.S.

relating to our ability to engage in transactions with entities that are domiciled in countries

or territories subject to comprehensive OFAC trade sanctions (currently, Cuba, Iran, North Korea, Syria, and Crimea), or that are included

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civil and even criminal sanctions, monetary fines or suspension or revocation of one or more of our licenses.

industry is subject to regulations that set parameters for levels of gaming or wagering duty, tax, stake, prize and return to player.

most jurisdictions in which we operate or expect to seek to operate, the level of duty or taxation, the stake, prize and return to player

of wagering, betting and lottery games and the speed at which players can participate in gaming are defined in government regulations

which are subject to change.

Those regulations may also affect the premises in which gaming activities may take place (i.e., by limiting

the number of gaming machines which may be housed in a licensed gaming location, or by restricting the locations in which licensed gaming

premises may be situated).

Once authorized, such parameters are subject to extensive and evolving governmental regulation.

such gaming regulatory requirements vary from jurisdiction to jurisdiction.

Therefore, we are subject to a wide range of complex gaming

parameters in the jurisdictions in which we are licensed.

If a key parameter is changed, such as the level of taxation or duty or the

maximum stake or prize or return to player of a game, then it may be to the detriment of our business, financial condition, results and

prospects or we may be unable to distribute our products profitably.

industry is subject to regulations that set parameters for levels of gaming or wagering duty, tax, stakes, prize, technology

certifications and return to player percentages.

most jurisdictions in which we operate or expect to seek to operate, the level of duty or taxation, the stakes, prizes and return to

player percentages of wagering, betting and lottery games and the speed at which players can participate in gaming, or technology certifications are, or may be, defined by

government regulations, according to each jurisdiction and remain subject to change.

Those regulations may also affect the premises in which gaming activities may

take place (i.e., by limiting the number of gaming machines which may be housed in a licensed gaming location, or by restricting the

locations in which licensed gaming premises may be situated).

Once authorized, such parameters are subject to extensive and evolving

governmental regulation.

Moreover, such gaming regulatory requirements vary from jurisdiction to jurisdiction.

Therefore, we are

subject to a wide range of complex gaming parameters in the jurisdictions in which we are licensed.

If a key parameter is changed,

such as the level of taxation or duty or the maximum stake or prize or return to player of a game, then it may be to the detriment

of our business, financial condition, results and prospects or we may be unable to distribute our products profitably.

business is subject to evolving technology.

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by the Company.

are subject to income taxes as well as non-income based taxes, in both the United States and numerous foreign jurisdictions.

are subject to income taxes as well as non-income based taxes, in both the U.S.

and numerous foreign jurisdictions.

The determination

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revenues are subject to variations.

Wagering equipment sales and software license revenue usually reflect a limited number of large

transactions, which may not recur on an annual basis.

Consequently, revenue and operating results can vary substantially from period

to period as a result of the timing of major equipment sales and software license revenue.

In addition, revenue may vary depending on

the timing of contract awards and renewals, changes in customer budgets and general economic conditions.

Revenue may also vary based

on adverse sequences of payouts of prizes, unusual jackpot wins, and other variations in game margin.

Wagering equipment sales and software license revenue usually reflect a limited number of large transactions,

which may not recur on an annual basis.

Consequently, revenue and operating results can vary substantially from period to period as a

result of the timing of major equipment sales and software license revenue.

In addition, revenue may vary depending on the timing of

contract awards and renewals, changes in customer budgets and general economic conditions.

Revenue may also vary based on adverse sequences

of payouts of prizes, unusual jackpot wins, and other variations in game margin.

business could also be affected by natural or man-made disasters such as floods, storms or terrorist attacks.

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have operations in a variety of countries, which subjects us to additional risks.

are a global business and derived substantially all of our revenue outside the United States during the year ended December 31, 2022.

are a global business and derived substantially all of our revenue outside the U.S.

during the year ended December 31, 2024.

In the year ended December 31, 2024, we earned approximately 73% of our revenue from our operations in the UK, 7% of our revenue from

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which may subject us to risks involving such other entities’ financial condition or to inconsistent interests or goals;

gaming tax increases in Italy;

gaming tax increases;

economic, tax and regulatory policies of foreign governments;

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consolidated financial results are significantly affected by foreign currency exchange rate fluctuations.

Foreign currency exchange

rate exposures arise from current transactions and anticipated transactions denominated in currencies other than U.S.

from the translation of foreign currency balance sheet accounts into GBP-denominated or USD-denominated balance sheet accounts.

Exposure to currency exchange rate fluctuations exists and will continue because a significant portion of our revenue is denominated

in currencies other than the USD, particularly the British pound (“GBP”) and the Euro.

Exchange rate fluctuations have in the past

adversely affected operating results and cash flows and may continue to adversely affect our results of operations and cash flows

and the value of assets.

Foreign currency exchange rate

exposures arise from current transactions and anticipated transactions denominated in currencies other than U.S.

Dollars, and from the

translation of foreign currency balance sheet accounts into GBP-denominated or USD-denominated balance sheet accounts.

Exposure to currency

exchange rate fluctuations exists and will continue because a significant portion of our revenue is denominated in currencies other than

the USD, particularly the British pound (“GBP”) and the Euro.

Exchange rate fluctuations have in the past adversely affected

operating results and cash flows and may continue to adversely affect our results of operations and cash flows and the value of assets.

a result of the geographic concentration of our operations in the UK, Italy and Greece, our operating results and cash flow depend significantly

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business is capital intensive and our ability to retain customers may be influenced by our ability to deploy additional capital.

of our SBG products may request us to incur capital expenditures to provide gaming terminals to support their land-based

While we seek to obtain what we believe to be satisfactory rates of return on such investments, these capital expenditures

can be meaningful and may be concentrated within short periods of time.

To the extent that we have insufficient access to capital or

liquidity at the time that a customer, or prospective customer, makes such a request, we may be at a competitive disadvantage in retaining

or attracting such customer.

Such a circumstance could have an adverse effect on our business, financial condition, results of operations

or prospects.

of our SBG products may request us to incur capital expenditures to provide gaming terminals to support their land-based operations.

While we seek to obtain what we believe to be satisfactory rates of return on such investments, these capital expenditures can be meaningful

and may be concentrated within short periods of time.

To the extent that we have insufficient access to capital or liquidity at the time

that a customer, or prospective customer, makes such a request, we may be at a competitive disadvantage in retaining or attracting such

Such a circumstance could have an adverse effect on our business, financial condition, results of operations or prospects.

may be subject to claims arising from the operations of our various businesses for periods prior to the dates we acquired them.

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and our flexibility in planning for, and reacting to, changes in business conditions.

of December 31, 2023, our senior debt consisted of an aggregate of £235.0 million ($299.6 million) of Senior Secured Notes (carrying

an interest rate of 7.875% per annum, and maturing on June 1, 2026), and we had £20.0 million ($25.5 million) of credit facility

borrowings available under the RCF Agreement, with £15.0 million ($19.1 million) drawn as of December 31, 2023 (see Note 13).

of December 31, 2024, our senior debt consisted of an aggregate of £235.0 million ($294.4 million) of Senior Secured Notes

(carrying an interest rate of 7.875% per annum, and maturing on June 1, 2026), and we had £20.0 million ($25.1 million) of

credit facility borrowings available under the RCF Agreement, with £15.0 million ($18.8 million) drawn as of December 31, 2024

(see Note 13 to our audited financial statements for the year ended December 31, 2024, included elsewhere in this Report).

Indenture governing the Senior Secured Notes contains incurrence covenants that limit the ability of the Company and the Company’s

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RCF Agreement requires that the Company maintain a maximum consolidated senior secured net leverage ratio of 6.25x on the test date for

the relevant period ending June 30, 2022, stepping down to 6.0x on March 31, 2022, 5.75x on March 31, 2023 and 5.50x from March 31, 2024

the relevant period ended June 30, 2022, stepping down to 6.0x on March 31, 2022, 5.75x on March 31, 2023 and 5.50x from March 31, 2024

and thereafter (the “RCF Financial Covenant”).

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financial success is dependent on our customers’ ability to attract and maintain players.

have a participation-driven business model, whereby a significant amount of our revenue is generated from the gaming revenue of our

customers, typically as a percentage of gross revenue.

Accordingly, our results of operation and financial condition have been and are

expected to continue to be influenced by the ability of our customers to attract and maintain players.

The ability of our customers to

attract and maintain players depends on a number of factors, including player gaming preferences, marketing of our products and player

perceptions of our customers.

If we are unable to provide our customers with products that players find engaging or fail to perform our

obligations in maintaining the products we provide to our customers, players may reduce the amount they spend with our customers, which

in turn may have an adverse effect on our results of operations (see “— We may be unable to identify and develop sufficient

new products and product lines and integrate them into our existing business, which may adversely affect our ability to compete;

our expansion into new sectors may present competitive and regulatory challenges that differ from current ones .”).

of our contracts, our customers are under no obligation to market our products and therefore we are dependent on our customers in promoting

our products to maintain and attract players.

Failure by our customers to effectively market our products may result in decreased gaming

revenue for our customers from our products, which may have an adverse effect on our results of operations.

Player perception of our

customers may also impact the willingness of players to engage with our customers, which in turn may have an adverse effect on our results

of operation.

have a participation-driven business model, whereby a significant amount of our revenue is generated from the gaming revenue of our customers,

typically as a percentage of gross revenue.

Accordingly, our results of operation and financial condition have been and are expected

to continue to be influenced by the ability of our customers to attract and maintain players.

The ability of our customers to attract

and maintain players depends on a number of factors, including player gaming preferences, marketing of our products and player perceptions

of our customers.

If we are unable to provide our customers with products that players find engaging or fail to perform our obligations

in maintaining the products we provide to our customers, players may reduce the amount they spend with our customers, which in turn may

have an adverse effect on our results of operations (see “— We may be unable to identify and develop sufficient new products

and product lines and integrate them into our existing business, which may adversely affect our ability to compete; our expansion

into new sectors may present competitive and regulatory challenges that differ from current ones .”).

Under most of our contracts,

our customers are under no obligation to market our products and therefore we are dependent on our customers in promoting our products

to maintain and attract players.

Failure by our customers to effectively market our products may result in decreased gaming revenue for

our customers from our products, which may have an adverse effect on our results of operations.

Player perception of our customers may

also impact the willingness of players to engage with our customers, which in turn may have an adverse effect on our results of operation.

Relating to Our Status as a Public Company and Ownership of Our Common Stock

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may issue a significant number of shares of our common stock or other securities from time to time.

may issue shares of our common stock or other securities from time to time as consideration for, or to finance, future acquisitions and

investments or for other capital needs.

We cannot predict the size of future issuances of our shares or the effect, if any, that future

sales and issuances of shares would have on the market price of our common stock.

If any such acquisition or investment is significant,

the number of shares of common stock or the number or aggregate principal amount, as the case may be, of other securities that we may

issue may in turn be substantial and may result in additional dilution to our stockholders.

We may also grant registration rights covering

shares of our common stock or other securities that we may issue in connection with any such acquisitions and investments.

16, 2022, the Company filed a registration statement pursuant to which the Company may offer and sell from time to time, in one or more

series, any one of the following securities of our company, for total gross proceeds up to $300,000,000:

or unsecured debt securities consisting of notes, debentures or other evidences of indebtedness which may be senior debt securities,

may issue shares of our common stock or other securities from time to time as consideration for, or to finance, future acquisitions

and investments or for other capital needs.

We cannot predict the size of future issuances of our shares or the effect, if any, that

future sales and issuances of shares would have on the market price of our common stock.

If any such acquisition or investment is

significant, the number of shares of common stock or the number or aggregate principal amount, as the case may be, of other

securities that we may issue may in turn be substantial and may result in additional dilution to our stockholders.

We may also grant

registration rights covering shares of our common stock or other securities that we may issue in connection with any such

acquisitions and investments.

On May 17, 2021, the Company filed a registration statement on Form S-3, pursuant to which the Company

may offer and sell from time to time, in one or more series, any one of the following securities of our company, for total gross

proceeds up to $300,000,000:

or unsecured debt securities consisting of notes, debentures or other evidence of indebtedness which may be senior debt securities,

senior subordinated debt securities or subordinated debt securities, each of which may be convertible into equity securities;

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comprised of, or other combinations of, the foregoing securities.

Although the registration statement has expired, we

may in the future file additional registration statements in order to register similar securities as those listed above, upon which the

market price of our securities could drop significantly if the holders of these securities sell them or are perceived by the market as

intending to sell them.

Anti-takeover

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of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of the Company.

provisions, alone or together, could delay hostile takeovers and changes in control of the Company or changes in our Board of Directors

and management.

provisions, alone or together, could delay or dissuade hostile takeovers and changes in control of the Company or changes in our

Board of Directors and management.

a Delaware corporation, we are also subject to provisions of Delaware law, including Section 203 of the Delaware General Corporation

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arrangements.

We are exposed to the impact of any global or domestic economic disruption, including any potential impact of the decision

by the UK to exit the EU and the sovereign debt crises in certain Eurozone countries where we do business.

Our ability to

continue to fund operating expenses, capital expenditures and other cash requirements over the long term may require access to additional

sources of funds, including equity and debt capital markets, and market volatility and general economic conditions may adversely affect

our ability to access capital markets.

In addition, the inability of our vendors to access capital and liquidity with which to maintain

their inventory, production levels and product quality and to operate their businesses, or the insolvency of our vendors, could lead

to their failure to deliver merchandise.

We are exposed to the impact of any global or domestic economic disruption.

Our ability to continue to

fund operating expenses, capital expenditures and other cash requirements over the long term may require access to additional sources

of funds, including equity and debt capital markets, and market volatility and general economic conditions may adversely affect our ability

to access capital markets.

In addition, the inability of our vendors to access capital and liquidity with which to maintain their inventory,

production levels and product quality and to operate their businesses, or the insolvency of our vendors, could lead to their failure

to deliver merchandise.

If we are unable to purchase products when needed, our sales could be materially adversely affected.

Accordingly, volatility or disruption in the financial markets could impair our ability to execute our growth strategy and could have

an adverse effect on the trading price of our common stock.

volatility or disruption in the financial markets could impair our ability to execute our growth strategy and could have an adverse effect

on the trading price of our common stock.

exchange rate fluctuations could result in lower revenue, higher costs and decreased margins and earnings.

conduct purchase and sale transactions in various currencies, which increases our exposure to fluctuations in foreign currency

exchange rates globally.

Additionally, there has been, and may continue to be, volatility in currency exchange rates as a result of

the UK’s June 23, 2016 referendum in which voters approved Brexit and subsequent entry into and ratification of a withdrawal

agreement as of January 29, 2021 followed by an agreement of the terms of a trade and cooperation agreement effective as of December

It is possible that sovereign debt crises in certain Eurozone countries could lead to the abandonment of the Euro and the

reintroduction of national currencies in those countries.

International revenue and expenses generally are derived from sales and

operations in various foreign currencies, and this revenue and these expenses could be affected by currency fluctuations,

specifically amounts recorded in foreign currencies and translated into USD for consolidated financial reporting, as weakening of

foreign currencies relative to the USD will adversely affect the USD value of the Company’s foreign currency-denominated sales

and earnings.

Currency exchange rate fluctuations could also disrupt the business of the independent manufacturers that produce our

products by making their purchases of raw materials more expensive and more difficult to finance.

Foreign currency fluctuations

could have an adverse effect on our results of operations and financial condition.

conduct purchase and sale transactions in various currencies, which increases our exposure to fluctuations in foreign currency exchange

rates globally.

International revenue and expenses generally are derived from sales and operations in various foreign

currencies, and this revenue and these expenses could be affected by currency fluctuations, specifically amounts recorded in foreign

currencies and translated into USD for consolidated financial reporting, as weakening of foreign currencies relative to the USD will

adversely affect the USD value of the Company’s foreign currency-denominated sales and earnings.

Currency exchange rate fluctuations

could also disrupt the business of the independent manufacturers that produce our products by making their purchases of raw materials

more expensive and more difficult to finance.

Foreign currency fluctuations could have an adverse effect on our results of operations

and financial condition.

may hedge other foreign currency exposures to lessen and delay, but not to completely eliminate, the effects of foreign currency fluctuations

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of terrorist violence, cyber-terrorism, political unrest, armed regional and international hostilities and international responses to

these hostilities, natural disasters, including hurricanes or floods, global health risks or pandemics (such as COVID-19) or the threat

these hostilities, natural disasters, including hurricanes or floods, global health risks or pandemics or the threat

of or perceived potential for these events could have a negative impact on us.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors