United States securities and exchange commission logo

                             November 4, 2020

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

                                                        Re: NeoGames S.A.
                                                            Amendment No. 1 to
Draft Registration Statement on Form F-1
                                                            Submitted October
19, 2020
                                                            CIK No. 0001821349
Statement on Form F-1
                                                            Filed October 27,
                                                            File No. 333-249683

       Dear Mr. Malul:

              We have reviewed your amended draft registration statement and
your 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 amending your registration
statement and providing the
       requested information. 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 any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
October 7, 2020 letter.

       Form F-1 filed October 27, 2020

       Risk Factors
       Our Founding Shareholders will have significant influence...., page 24

   1.                                                   To the extent your
Founding Shareholders will own a majority of the voting power of the
                                                        company after the
offering, please revise this risk factor to discuss that, if they act in
                                                        concert, they will
control the outcome of any vote requiring the approval of a majority of
                                                        stockholders, or tell
us why you believe that such disclosure is not required.
 Moti Malul
NeoGamesLastNameMoti     Malul
Comapany 4,
November  NameNeoGames
             2020         S.A.
Page 2    4, 2020 Page 2
FirstName LastName
The Company is organized under the laws of Luxembourg...., page 45

2.       We note your response to comment 4 and partially reissue the comment.
Please revise
         your disclosure and exhibit to clarify that this provision does not
apply to claims under the
         U.S. federal securities laws.
Dilution, page 51

3.       Please tell us how you calculated net tangible book value of $18.7
million as of September
         30, 2020.
Management's Discussion and Analysis of Financial Condition and Results of
Components of Results of Operations, page 59

4.       In your discussion of your contract with Intralot Interactive S.A.,
you state that the initial
         term of this contract expired in 2014 and the contract has been
renewed for 12-month
         periods, with the current renewal ending on June 30, 2025. Please
confirm that the current
         renewal ends in 2025. In this regard, it appears that a 12-month
renewal period would
         result in the current renewal period ending at some point prior to
2025. Please revise or
Impact of COVID-19, page 89

5.       Please balance this discussion with a discussion of your costs for the
same time periods.
Consolidated Financial Statements
Note 7 - Investment in Joint Venture and Joint Operation
B - Michigan Joint Operation, page F-17

6.       Refer to our previous comment 16. Please clarify whether NeoGames or
         performs the work as a Pollard subcontractor for the MSL. In this
regard, it appears from
         the disclosure in Note 11 and on the face of your income statement
that the revenue
         related to the MSL is recorded as if NeoGames performs the work, and
this is supported
         by your response. However, your disclosure on page 53 states that all
of your iLottery
         business in North America is conducted through NPI, including in
Michigan, where the
         contract is between the MSL and Pollard and you support the MSL
iLottery as a
         subcontractor of Pollard.

7.       Please tell us what consideration you have given to filing as material
contracts the
         Revenue Sharing Agreement, Intralot agreement, contract with Jogos
Santa Clara, MSL,
         and related party agreements discussed in the Related Party
Transactions section of your
 Moti Malul
NeoGames S.A.
November 4, 2020
Page 3

       You may contact Amy Geddes at 202-551-3304 or Lyn Shenk at 202-551-3380
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Scott Anderegg at 202-551-3342 or Lilyanna Peyser at 202-551-3222 with
any other

FirstName LastNameMoti Malul                             Sincerely,
Comapany NameNeoGames S.A.
                                                         Division of
Corporation Finance
November 4, 2020 Page 3                                  Office of Trade &
FirstName LastName