Attached files

file filename
EX-31.2 - EXHIBIT 31.2 - Inspired Entertainment, Inc.v465039_ex31-2.htm
EX-31.1 - EXHIBIT 31.1 - Inspired Entertainment, Inc.v465039_ex31-1.htm
EX-10.2 - EXHIBIT 10.2 - Inspired Entertainment, Inc.v465039_ex10-2.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q/A

(Amendment No. 1)

 

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2016

 

OR

 

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number: 001-36689

 

INSPIRED ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   47-1025534
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)    Identification Number)

 

250 West 57th Street, Suite 2223    
New York, NY   10107
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code:   (646) 565-3861

 

Hydra Industries Acquisition Corp.

(Former name or former address, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x  No  ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes  x   No   ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company.  See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer  ¨   Accelerated filer  x
Non-accelerated filer  ¨   Smaller reporting company  ¨
(Do not check if a smaller reporting company)     

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes   ¨   No  x

 

As of November 4, 2016, there were 6,584,608 shares of the Company’s common stock issued and outstanding.

 

 

 

 

Explanatory Note

 

This Amendment No. 1 (“Amendment”) on Form 10-Q/A amends the quarterly report on Form 10-Q of Inspired Entertainment, Inc., formerly Hydra Industries Acquisition Corp. (the “Company”), for the quarterly period ended September 30, 2016, as filed with the Securities and Exchange Commission on November 10, 2016 (the “Form 10-Q”). On December 23, 2016, upon consummation of a business combination, the Company ceased to be a shell company and its name was changed from Hydra Industries Acquisition Corp. to Inspired Entertainment, Inc.

 

This Amendment is an exhibit-only filing solely for the purpose of filing a revised Exhibit 10.2 in connection with the confidential treatment process. No revisions are being made to the Company’s financials statements and this Amendment does not reflect events occurring after the filing of the Form 10-Q, or modify or update those disclosures that may be affected by subsequent events, and no other changes are being made to any other disclosure contained in the Form 10-Q.

 

 

 

Table of Contents

 

PART II — OTHER INFORMATION

 

Exhibits

 

 

 

 

Item 6. Exhibits.

 

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q/A.

 

 

Exhibit

Number

  Description
10.1*   Share Sale Agreement, dated as of July 13, 2016, by and among Hydra Industries Acquisition Corp., the Vendors named on Schedule 1 thereto, DMWSL 633 Limited, DMWSL 632 Limited and Gaming Acquisitions Limited (incorporated by reference to the registrant’s Current Report on Form 8-K/A filed with the Securities and Exchange Commission on July 20, 2016).
10.2**†   Letter Agreement, dated as of June 21, 2016, by and among Hydra Industries Acquisition Corp. and Macquarie Capital (USA), Inc.
31.1**   Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).
31.2**   Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).
32.1*   Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
32.2*   Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
101.INS*   XBRL Instance Document
101.SCH*   XBRL Taxonomy Extension Schema
101.CAL*   XBRL Taxonomy Extension Calculation Linkbase
101.DEF*   XBRL Taxonomy Extension Definition Linkbase
101.LAB*   XBRL Taxonomy Extension Label Linkbase
101.PRE*   XBRL Taxonomy Extension Presentation Linkbase

 

 

 

*Previously filed.

 

**Filed herewith.

 

Confidential treatment requested by the Company as to portions of the exhibit. Confidential materials omitted and filed separately with the Securities and Exchange Commission.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  INSPIRED ENTERTAINMENT, INC.
   
   
May 3, 2017 /s/ Luke L. Alvarez
  Luke L. Alvarez
  Chief Executive Officer
  (Principal Executive Officer)
   
   
   
   
May 3, 2017 /s/ Stewart F.B. Baker
  Stewart F.B. Baker
  Chief Financial Officer
  (Principal Financial and Accounting Officer)