UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Inspired Entertainment, Inc.
(Name of Issuer)
Common stock, par value $0.0001 per share
(Title of Class of Securities)
448740100
(CUSIP Number)
December 23, 2016
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 448740100 | Page 2 of 7 Pages |
| 1 | NAME OF REPORTING PERSON
Macquarie Group Limited | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Sydney, New South Wales, Australia | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
4,023,750 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
4,023,750 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,023,750 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 19.0% | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
HC | |||||
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| CUSIP No. 448740100 | Page 3 of 7 Pages |
| 1 | NAME OF REPORTING PERSON
MIHI LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
4,023,750 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
4,023,750 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,023,750 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.0% | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
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Item 1.
| (a) | Name of Issuer: |
Inspired Entertainment, Inc. (as successor to Hydra Industries Acquisition Corp.) (the “Issuer”)
| (b) | Address of Issuer’s Principal Executive Offices: |
250 West 57th Street, Suite 2223
New York, New York 10107
Item 2.
| (a) | Name of Person Filing: |
This Schedule 13G is jointly filed by Macquarie Group Limited and MIHI LLC (collectively, the “Reporting Persons”).
| (b) | Address of Principal Business Office, or if none, Residence: |
The principal business address of Macquarie Group Limited is 50 Martin Place Sydney, New South Wales, Australia.
The principal business address of MIHI LLC is 125 West 55th Street, New York, NY 10019.
| (c) | Citizenship: |
Macquarie Group Limited is a Sydney, New South Wales, Australia corporation.
MIHI LLC is a limited liability company formed in the State of Delaware.
| (d) | Title of Class of Securities: |
Common stock, par value $0.0001 per share (“Common Stock”)*
| * | Common Stock is the class of securities of the Issuer registered pursuant to the Securities Exchange Act of 1934, as amended. In addition to Common Stock, the Reporting Persons also own warrants that are exercisable 30 days after the consummation of the business combination. Each warrant is exercisable for one half of a share of Common Stock at an exercise price of $5.75 per half-share. |
| (e) | CUSIP Number: |
448740100
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable
Item 4. Ownership.
The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.
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MIHI LLC owns (i) 3,023,750 shares of the Issuer’s Common Stock and (ii) warrants to purchase 1,000,000 shares of the Issuer’s Common Stock, representing an aggregate of 19.0% of the total Common Stock issued and outstanding as of January 3, 2017, based on 20,199,391 shares outstanding plus 1,000,000 shares underlying the 2,000,000 warrants held by MIHI LLC as of January 3, 2017. Macquarie Group Limited is the ultimate indirect parent of MIHI LLC and may be deemed to beneficially own the Issuer’s securities held thereby.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
Not applicable
Item 8. Identification and Classification of Members of the Group.
Not applicable
Item 9. Notice of Dissolution of Group.
Not applicable
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: January 3, 2017
| MACQUARIE GROUP LIMITED | ||
By: | /s/ Gus Wong | |
| Attorney-in-Fact | ||
By: | /s/ Paulina Chan | |
| Authorized Signatory | ||
| MIHI LLC | ||
By: | /s/ Duncan Murdoch | |
| Vice President | ||
By: | /s/ Tobias Bachteler | |
| Vice President | ||
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JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.0001 par value per share, of Inspired Entertainment, Inc., and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of January 3, 2017.
| MACQUARIE GROUP LIMITED | ||
By: | /s/ Gus Wong | |
| Attorney-in-Fact | ||
By: | /s/ Paulina Chan | |
| Authorized Signatory | ||
| MIHI LLC | ||
By: | /s/ Duncan Murdoch | |
| Vice President | ||
By: | /s/ Tobias Bachteler | |
| Vice President | ||
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