United States securities and exchange commission logo

                                October 7, 2020

       Moti Malul
       Chief Executive Officer
       NeoGames S.A.
       5, rue de Bonnevoie 5, rue de Bonnevoie
       L-1260 Luxembourg
       Grand Duchy of Luxembourg

                                                        Re: NeoGames S.A.
                                                            Draft Registration
Statement on Form F-1
                                                            Submitted September
10, 2020
                                                            CIK No. 0001821349

       Dear Mr. Malul:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional

       Form F-1 (DRS) filed September 10, 2020

       Market and Industry Data, page ii

   1.                                                   We note your reference
to American Gaming Association, Eilers & Krejcik Gaming,
                                                        GamblingCompliance, H2
Gambling Capital and La Fleur   s TLF Publications, for data on
                                                        your industry. Please
tell us whether you commissioned any of studies cited in your
                                                        disclosure for use in
the registration statement. If so, please identify in your disclosure that
                                                        you commissioned the
study and file a consent(s) as an exhibit to the registration
                                                        statement. See
Securities Act Rule 436.
 Moti Malul
NeoGamesLastNameMoti  Malul
October    NameNeoGames S.A.
        7, 2020
Page 2 7, 2020 Page 2
FirstName LastName
Our limited operating history makes it difficult to evaluate our current
business and future
prospects, page 20

2.       We note your disclosure that "[you] recently amended the revenue
sharing arrangement
         under [y]our agreement with Sazka." Please describe in an appropriate
section in your
         registration statement how the revenue sharing arrangement changed and
its effect on your
         financial condition, if material.
We may require additional capital to support our growth plans, and such capital
may not be
available on terms acceptable to us, if at all..., page 25

3.       We note your disclosure that "[y]our ability to borrow under this line
of credit is subject to
         William Hill   s approval of the use of proceeds..." and that "[you]
do not expect to be able
         to draw on this line of credit." Please expand your disclosure here or
in your
         Management's Discussion and Analysis section to explain the reasons
why you do not
         expect to be able to draw on this line of credit. In this regard, we
note that you have
         historically funded your operations with, among other things,
borrowings under the WH
         Credit Facility.
Risk Factors
The Company is organized under the laws of Luxembourg and a substantial amount
of its assets
are not located in the United States.., page 40

4.       We note your disclosure that "[c]lass actions and derivative actions
are generally not
         available to shareholders under Luxembourg law. However, minority
shareholders holding
         securities entitled to vote at the general meeting that resolved on
the granting of discharge
         to the directors holding at least 10% of the voting rights of a
company may bring an action
         against the directors on behalf of the company." Please revise to
discuss how ownership
         levels will be determined and revise the disclosure and related
exhibit to disclose whether
         this minority ownership provision applies to claims under the U.S.
federal securities laws.
         To the extent the provision applies to federal securities laws,
describe any questions as to
         enforceability under federal law, how it will impact your investors,
any significant risks
         and revise the disclosure and any related exhibit to state that by
agreeing to such
         provision, investors will not be deemed to have waived the company   s
compliance with
         the federal securities laws and the rules and regulations thereunder.
Key Performance Indicators, page 52

5.       We note your disclosure that key performance indicators are "useful
indicators of the
         overall health of our business." To provide additional context for
investors, please explain
         how each of these performance indicators is useful to your business.
For example, we note
         that some of your key performance indicators are used to determine the
revenue share
         model for some of your contracts.
 Moti Malul
NeoGamesLastNameMoti  Malul
October    NameNeoGames S.A.
        7, 2020
Page 3 7, 2020 Page 3
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Components of Results of Operations, page 53

6.       We note your disclosure that "[c]ertain of [y]our games contracts in
Europe provide for a
         fixed fee or a sales volume-based fee." In order to better understand
your client contracts,
         please disclose here or in your Business section, the material terms
of such contracts and
         how they vary between the type of services/products you provide.
Please ensure that your
         disclosure includes the length of such contracts, renewal terms,
pricing terms and
         termination provisions. If material, please also quantify, to the
extent possible, the
         percentage of your contracts that are fixed fee versus sales
volume-based fee.
Management's Discussion and Analysis of Financial Condition and Results of
Results of Operations
Year ended December 31, 2019 compared to year ended December 31, 2018, page 56

7.       In your comparative discussion of Distribution Expenses, you indicate
the 6% decrease
         from 2018 to 2019 is a primarily driven by catch up of processing and
clearing fees
         associated with charges incurred for the year ended December 31, 2018.
Please clarify
         what the "catch up" of processing and clearing fees represents.
Contractual Obligations, page 61

8.       The amount of capital notes and accrued interest due to the Aspire
Group at December 31,
         2019 as disclosed on page 61 do not agree to the amount reflected in
your balance sheet at
         this date or with the amount disclosed in Note 6. Please reconcile and
revise these
Business, page 65

9.       Please consider including an organizational chart here or elsewhere in
the filing, to
         illustrate the relationships of the various entities discussed
throughout the filing,
         including your subsidiaries and joint venture ownerships.
Related Party Transactions, page 90

10.      Please revise the notes to the Company's financial statements to
disclose the amounts of
         any revenues and expenses and the significant terms of all related
party transactions with
         Aspire and William Hill as described in this section of the filing.
For example, your
         financial statements provide no disclosure with respect to the
Transition Services
         Agreement or the Cost Allocation Agreement with Aspire or the related
amounts received
         or paid under these agreements. Refer to the disclosure requirements
outlined in IAS 24.
11.      We note that certain of your related party agreements have provisions
that may be
         triggered by a change of control transaction. Please clarify if your
initial public offering
         would trigger such provisions. For example, we note your disclosure
that    pursuant to the
         WH Term Sheet, [you] granted WHG the option to convert the WHG License
into a
 Moti Malul
NeoGamesLastNameMoti  Malul
October    NameNeoGames S.A.
        7, 2020
Page 4 7, 2020 Page 4
FirstName LastName
         perpetual license for a payment of   15.0 million upon the earlier of
the termination of the
         MSDLA or a change of control of NeoGames.
Consolidated Financial Statements of Neogames S.A.R.L
General, page F-1

12.      Please revise the face of your financial statements for both NeoGames
and NPI to
         separately state amounts of related party transactions by
counterparty. Financial data
         presented in MD&A, and related discussion, should be similarly
13.      Please tell us how you considered the requirements set forth in IFRS 8
with regard to
         identification, aggregation, and disclosure of segment information. In
this regard, we note
         that you earn revenue from royalties from turnkey contracts, royalties
from games
         contracts, intellectual property licensing, as well as development and
other services, and
         that these revenues are earned over multiple geographic locations.
Consolidated Statements of Changes in Equity (Deficit), page F-5

14.      Please explain in the notes to the financial statements the nature and
significant terms of
         the transaction described as "Equity holders with respect to funding
transactions" in the
         amount of $6,358 reflected in your statement of changes in equity for
the year ended
         December 31, 2017.
Note 6 - Related Parties
A. William Hill, page F-15

15.      You indicate that in February 2020, the parties agreed to extend the
original payment
         schedule such that except for the First Loan, all principal loan
amounts are due for a full
         repayment (interest plus principal) on June 15, 2023 and the First
Loan is due for
         repayment on June 30, 2021. You also indicate that the implied benefit
of $2.5 million
         reflecting the extension of the original payment schedule will be
recorded in reserve with
         respect to funding transactions with the Aspire Group in the statement
of changes in
         equity deficit and will be amortized as additional interest expense
over the remaining
         period of the loans. Please explain how you calculated or determined
the amount of the
         implied benefit associated with the loan extension and indicate the
relevant IFRS
         accounting literature that supports your planned accounting treatment.
Note 7 - Investment in a Joint Venture and Joint Operation
B. Michigan Joint Operation, page F-17

16.      Please clarify how you record results from the Michigan Joint
Operation. In this regard,
         we note at various places throughout your filing, including on page 1,
that you state "[a]ll
         of our iLottery business in North America is conducted through NPI
(including in
         Michigan, where the contract is between the MSL and Pollard but the
operations of the
         Michigan iLottery are conducted by NPI," but in other areas of your
filing, including in a
         Risk Factor on page 13, you state that you act as a subcontractor to
Pollard with respect to
 Moti Malul
NeoGames S.A.
October 7, 2020
Page 5
         its agreement to provide development, implementation, operational
support and
         maintenance (including technology platforms, games and added value
services) to the
         MSL, and refer to the Michigan iLottery revenues as "our" revenues. It
appears from your
         disclosure related to NPI that operations conducted by NPI would be
accounted for by you
         under the equity method, and therefore revenues earned by NPI would
not be your
         revenues, but rather recorded as part of your share in the profit or
loss of the joint venture.
         Further, if the contract is between MSL and Pollard, it is unclear why
these would be
         "your" revenues. Please advise.
NeoPollard Interactive LLC Financial Statements as of December 31, 2019
Statements of Comprehensive Loss, page F-30

17.      Please revise your presentation here and in MD&A for compliance with
Rule 5-03 of
         Regulation S-X. Your current presentation including a subtotal of loss
before interest, tax,
         depreciation and amortization comprises a non-GAAP measure and is
inappropriate on the
         face of the financial statements.
       You may contact Amy Geddes at 202-551-3304 or Linda Cvrkel at
202-551-3813 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Scott Anderegg at 202-551-3342 or Jennifer L  pez at 202-551-3792 with
any other

FirstName LastNameMoti Malul                                    Sincerely,
Comapany NameNeoGames S.A.
                                                                Division of
Corporation Finance
October 7, 2020 Page 5                                          Office of Trade
& Services
FirstName LastName