What changed in this filing

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Item 9A. Controls and Procedures

2025-03-26 compared with 2024-04-15 · 201 added, 240 removed, 136 unchanged (76% of the section changed)

1 unchanged sentence

of Disclosure Controls and Procedures.

Disclosure controls and procedures are designed to

ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized,

and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without

limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under

the Exchange Act is accumulated and communicated to management, including our Executive Chairman and our Chief Financial Officer (together,

the “Certifying Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required

Under the supervision and with the participation of our management, including our Certifying Officers, we carried out an evaluation

of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e)

under the Exchange Act.

Based on this evaluation, the Certifying Officers concluded that the Company’s disclosure controls and procedures

at December 31, 2023 were not effective, due to the material weaknesses described below.

of these material weaknesses, we performed additional analyses as deemed necessary to ensure that our financial statements were prepared

in accordance with U.S.

Disclosure controls and procedures are designed to ensure that information

required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within

the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls

and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is

accumulated and communicated to management, including our Executive Chairman and our Chief Financial Officer (together, the “Certifying

Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

the supervision and with the participation of our management, including our Certifying Officers, we carried out an evaluation of the effectiveness

of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on this evaluation, the Certifying Officers concluded that the Company’s disclosure controls and procedures at December 31,

2024 were not effective, due to the material weaknesses described below.

In light of these material weaknesses, we performed additional analyses

as deemed necessary to ensure that our financial statements were prepared in accordance with U.S.

generally accepted accounting principles.

Management’s Report on Internal Control Over

Financial Reporting as Part of Section 404 of the Sarbanes-Oxley Act 2002 (“SOX”)

Our management is responsible for establishing and

maintaining adequate internal control over financial reporting.

Insofar as the Company is subject to Section 404(b) of SOX, this Annual

Report on Form 10-K includes an opinion by our external auditors on the effectiveness of our internal control over financial reporting

at December 31, 2023 in addition to management’s assessment of the effectiveness of internal control over financial reporting under

the requirements of Section 404(a) of SOX.

Our internal control over financial reporting is designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in

accordance with U.S.

Report on Internal Control Over Financial Reporting as Part of Section 404 of the Sarbanes-Oxley Act 2002 (“SOX”)

Our management is responsible for establishing and maintaining adequate

internal control over financial reporting.

Insofar as the Company is subject to Section 404(b) of SOX, this Annual Report on Form 10-K

includes an opinion by our external auditors on the effectiveness of our internal control over financial reporting at December 31, 2024

in addition to management’s assessment of the effectiveness of internal control over financial reporting under the requirements

of Section 404(a) of SOX.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with

Our internal control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in

reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our Company;

(2) provide reasonable assurance that transactions

are recorded as necessary to permit the preparation of consolidated financial statements in accordance with U.S.

GAAP, and that our receipts

and expenditures are being made only in accordance with authorizations of our management and directors;

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of

the assets of our Company;

provide reasonable assurance that transactions are recorded as necessary to permit the preparation of consolidated financial statements

in accordance with U.S.

GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management

and directors;

provide reasonable assurance regarding prevention or timely detection of any unauthorized acquisition, use or disposition of our assets

that could have a material effect on the consolidated financial statements.

Management has assessed the effectiveness of the Company’s

internal control over financial reporting as of December 31, 2023 based on the criteria set forth in 2013 by the Committee of Sponsoring

Organizations of the Treadway Commission in Internal Control-Integrated Framework.

Based on that assessment, our internal control over

financial reporting at December 31, 2023 was not effective, based upon the material weaknesses discussed below.

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

a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected and

corrected on a timely basis.

Identified Material Weaknesses and Remediation

Risk Assessment and Controls Design and Accounting

Company has identified areas of material weakness in internal controls over financial reporting relating to an ineffective risk

assessment and appropriate design of controls process (the “Risk Assessment and Controls Design Material Weakness”) as

well as inadequate monitoring controls (the “Monitoring Controls Material Weakness”).

Namely, the Company had not

established an effective control environment due to not effectively identifying risks in the process and then had an ineffective

design and implementation of certain process controls including but not limiting the following areas:

(i) Preparation, review and

approval of account analyses, summaries and reconciliations;

(ii) documenting accounting policies and design procedures and controls

to ensure compliance with Company accounting policies and US GAAP;

(iii) review and approval of journal entries;

(iv) accuracy of

information input into and output from the financial reporting and accounting systems;

(v) accuracy and completeness of the

financial statement disclosures and presentations in accordance with GAAP.

The Company also did not maintain an effective program

for monitoring the design and operational effectiveness of internal controls over the financial close and reporting process

including identification, evaluation, and timely remediation of control deficiencies over financial reporting deficiencies

throughout interim and annual financial periods.

The above deficiencies represented material weaknesses in the Company’s

internal control over financial reporting as there was a reasonable possibility that a material misstatement with respect to certain

of the Company’s significant accounts and disclosures would not be prevented or detected.

Additionally, the Company has

identified a material weakness in Accounting and Reporting Competencies.

These controls relate to the Company’s Finance

function including individuals with public accounting and reporting experience, along with competency and training on U.S.

SEC reporting to ensure compliance with reporting requirements.

These controls represent a material weakness as there is a

reasonable possibility that without the appropriate level of knowledge, a material misstatement with respect to certain of the

Company’s significant accounts or disclosures could not be prevented or detected.

Factors contributing to these material weaknesses

included the acquisition of Novomatic UK Gaming Technology in October, 2019, which approximately doubled the size of the Company.

Finance and Accounting team was formed based on the acquisition with decentralized locations, processes, and technology.

and documentation were not reviewed and standardized across the departments in a timely manner following the acquisition.

Additionally,

sufficient personnel with U.S.

GAAP experience were not in place across the organization.

Management remediation for these material weaknesses

includes (1) effectiveness risk assessments along with development, enhancement and implementation of processes and controls in designated

areas to evaluate, record and report transactions according to U.S.

GAAP with supporting controls.

Risk and gap assessment has commenced

in all accounting areas to enhance 2024 SOX remediation program.

(2) Documentation of U.S.

GAAP accounting policies with corresponding

process flows and controls.

New policy documentation covering critical areas has been developed and new corresponding flows and controls

will be documented as part of 2024 SOX remediation program.

(3) Automation and monitoring of critical accounting transaction processing

and controls to facilitate compliance.

Key changes in the financial ERP have commenced and implementation of new revenue and lease systems

is commencing.

(4) Continued advisory support from outsourced technical accounting provider on significant and complex transactions and

introduction of new SOX provider to assist in implementation, (5) Recruitment in key accounting leadership roles of Chief Financial Officer

and Global Financial Controller, with U.S.

GAAP experience and Director of Audit, SOX and Accounting Policy.

Individuals in these roles

are in place with needed expertise (6) Training of accounting team in relevant U.S.

GAAP areas (7) establishment of monitoring procedures

for identification of control deficiencies over financial reporting throughout interim and annual financial periods.

Segregation of Duties

Management has identified internal control deficiencies

due to IT program and data changes affecting the Company’s financial IT applications and underlying accounting records, not being

identified, tested, authorized, and implemented appropriately to validate that data produced by its relevant IT system(s) was complete

and accurate.

Automated process-level controls and manual controls that are dependent upon the information derived from such financially

relevant systems were also determined to be ineffective, as a result of such deficiency and there was not appropriate segregation of duties

that would adequately restrict user and privileged access to the financially relevant systems and data to the appropriate Company personnel.

Management has concluded that these deficient controls could fail to prevent or detect a material misstatement and as such rise to a material

weakness in the aggregate.

Management is planning to continue remediating the

design of segregation of duties during 2024 by changing access levels, and reviewers, and updating policies.

Despite this deficiency,

Management is not aware of any resulting financial statement misstatements and, additionally, management has undertaken a retrospective

analysis of 2023 transactions of individuals with such incompatibilities and our analysis indicates that none of the changes made was

incorrect or inappropriate.

With respect to all deficiencies identified above,

management has begun the remediation process, however the material weaknesses cannot be considered fully remediated until it is demonstrated

has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 based on the

criteria set forth in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.

Based on that assessment, our internal control over financial reporting at December 31, 2024 was not effective, based upon the material

weaknesses discussed below.

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

there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected

and corrected on a timely basis.

Material Weaknesses and Remediation

Assessment and Controls Design and Accounting Competency

Company has identified areas of material weakness in internal controls over financial reporting relating to an ineffective design of

business process controls across all financial reporting and closing processes as well as controls related to the application of accounting

policies and procedures (the “Risk Assessment and Controls Design Material

Weakness”) as well as the inadequate execution of newly designed monitoring controls (the “Monitoring Controls Material

Namely, the Company has only partially completed the establishment of an effective control environment with an

incomplete design, implementation and execution of certain process controls including but not limiting the following areas:

Preparation, review and approval of account analyses, summaries and reconciliations;

(ii) documenting accounting policies and design

procedures and controls to ensure compliance with Company accounting policies and US GAAP;

(iii) satisfying enhanced documentation

requirements in relation to the design and execution of Management Review Controls;

(iv) accuracy of information input into and

output from the financial reporting and accounting systems.

The above deficiencies represented material weaknesses in the

Company’s internal control over financial reporting as there was a reasonable possibility that a material misstatement with

respect to certain of the Company’s significant accounts and disclosures would not be prevented or detected.

made significant progress towards remediation in 2024, and anticipates continued progress in 2025 with effort to continue throughout

This included (1) Development and enhancement of processes and controls in all business cycles under SOX 404.

Documentation of all processes and controls under the guidance of external SOX advisors, along with continued documentation of key

GAAP accounting policy updates, (3) Automation and streamlining of processes in critical accounting areas, including revenue

billing, software capitalization, inventory, leasing, financial reporting and others, (4) Recruitment of a Vice President of

Accounting and Finance and Director of Audit and SOX with extensive U.S.

GAAP experience (5) Training with accounting, commercial

and legal teams in critical accounting areas such as revenue recognition, balance sheet reconciliations, software project

capitalization, etc., and (6) monitoring and remediation of control deficiencies as identified through internal management

Management’s continuing remediation efforts in 2025 for the continuing

material weaknesses includes (1) implementation of new processes and controls in designated areas to evaluate, record and report transactions

according to U.S.

GAAP (2) Continued documentation and regular updating of U.S.

GAAP accounting policies to support financial processes,

SOX controls and financial disclosures (3) continued implementation of revenue billing, further automation of accounting processes in

Accounts Payable, Accounts Receivable, Treasury, Inventory and Fixed Assets, and improved reporting (4) Continued advisory support from

outsourced technical accounting provider on significant and complex transactions (5) Continued training in relevant U.S.

Reporting areas, and (6) establishment of 404 SOX testing program and technology to support the annual internal and external audit cycle.

With respect to all deficiencies identified above, management has made

significant progress on the remediation process, however the material weaknesses cannot be considered remediated until it is demonstrated

that the new or enhanced controls and other impacted or dependent controls have operated effectively for a sufficient period of time.

Changes in Internal Control Over Financial Reporting

Except for the changes noted above in connection

with the initiatives to remediate material weaknesses, there have been no other changes in our internal control over financial reporting

(as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

IT General Controls

had identified internal control deficiencies due to IT program and data changes affecting the Company’s financially relevant

applications and underlying accounting records, not being identified, tested, authorized, and implemented appropriately to validate

that data produced by its financially relevant applications were complete and accurate.

Automated process-level controls and manual

controls that are dependent upon the information derived from such financially relevant systems were also determined to be

Additionally, there was not appropriate segregation of duties that would adequately restrict user and privileged access

to the financially relevant systems and data to the appropriate Company personnel.

Management had concluded that these deficient

controls could fail to prevent or detect a material misstatement and as such rise to a material weakness in the

Management revised and fully implemented change

management procedures across all in-scope applications in 2024.

Management will work to finish remediation and operate these

controls effectively over a sufficient period of time in 2025.

Management performed an extensive remediation exercise

around the design of access controls and associated segregation of duties during 2024.

This included 1) establishing and completing an

SOD (Segregation of Duty) framework by role and associated risk assessment for all in-scope applications (2) redesigning roles and changing

access levels to reflect the SOD framework, (3) updating policies, and (4) strengthening ongoing user access reviews of all in-scope

applications.

While this exercise was complete for most impacted IT Systems, Management will continue to work towards completing this

exercise for the remaining IT systems with a goal of remediating the access control deficiency in 2025.

Management will work to finish

remediation and operate these controls effectively over a sufficient period of time in 2025.

With respect to all deficiencies identified above, management continues

to work on the remediation process.

We understand while significant progress has been made in 2024, the material weaknesses cannot be

considered remediated until it is demonstrated that the new or enhanced controls and other impacted or dependent controls have been designed

and operating effectively for a sufficient period of time.

in Internal Control Over Financial Reporting

for the changes noted above in connection with the initiatives to remediate material weaknesses, there have been no other changes in

our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the

most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING

the Shareholders and Board of Directors of

the Stockholders and Board of Directors of

Entertainment, Inc.

1 unchanged sentence

Opinion on Internal Control over Financial Reporting

have audited Inspired Entertainment, Inc.

and Subsidiaries’ (the “Company”) internal control over financial reporting

as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee

of Sponsoring Organizations of the Treadway Commission.

In our opinion, because of the effect of the material weaknesses described in

the following paragraphs on the achievement of the objectives of the control criteria, the Company has not maintained effective internal

control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework (2013)

issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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

We have audited Inspired Entertainment, Inc.

and Subsidiaries’ (the “Company”) internal control over financial reporting as of December

31, 2024, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations

of the Treadway Commission.

In our opinion, because of the effect of the material weaknesses described in the subsequent paragraphs on

the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting

as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring

Organizations of the Treadway Commission.

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

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

2 unchanged sentences

Report on Internal Control Over Financial Reporting”:

Company’s change management and access controls were not designed and implemented effectively to ensure:

program and data changes affecting the Company’s financial IT applications and underlying accounting records are identified,

tested, authorized and implemented appropriately to validate that data produced by these IT applications were complete and accurate,

Company’s change management and access controls were not designed and operating effectively to ensure:

IT program and data changes affecting the Company’s financially relevant applications and underlying accounting records are identified,

tested, authorized and implemented appropriately to validate that data produced by these financially relevant applications were complete

and accurate, and

segregation of duties that would adequately restrict user and privileged access to the financially relevant applications and underlying

2 unchanged sentences

derived from such financially relevant applications were also determined to be ineffective.

process controls across all financial reporting and closing processes as well as controls relating to the application of accounting

policies and procedures were not effectively designed and implemented properly to address the risk of material misstatements, including

controls without proper segregation of duties between preparer and reviewer and key management review controls.

deficiencies represent material weaknesses in the Company’s internal control over financial reporting as there is a reasonable

possibility that a material misstatement with respect to the Company’s significant accounts and disclosures will not be prevented

or detected on a timely basis.

material weaknesses were considered in determining the nature, timing and extent of audit tests applied in our audit of the December

31, 2023 consolidated financial statements, and this report does not affect our report on such financial statements.

have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)

(“PCAOB”), the Company’s consolidated balance sheets as of December 31, 2023 and 2022 and the related consolidated

statements of operations and comprehensive (loss) income, stockholders’ deficit and cash flows for each of the three years in

the period ended December 31, 2023 and our report is dated April 15, 2024 on those financial statements.

Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment

of the effectiveness of internal control over financial reporting, included in the accompanying “ Management Annual Report

on Internal Control Over Financial Reporting”.

Our responsibility is to express an opinion on the Company’s internal control

over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent

with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities

and Exchange Commission and the PCAOB.

Business process controls across all financial reporting and closing processes as well as controls relating to the application of accounting

policies and procedures were not designed and operating effectively to address the risk of material misstatements, including controls

without proper segregation of duties between preparer and reviewer and key management review controls.

These material weaknesses were considered in determining the nature, timing

and extent of audit tests applied in our audit of the fiscal December 31, 2024 consolidated financial statements and this report does

not affect our report on such financial statements.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”),

the consolidated balance sheet as of December 31, 2024 and the related consolidated statements of operations and comprehensive income

(loss), stockholders’ deficit, and cash flows for each of the three years in the period ended December 31, 2024 of the and our report

dated March 26, 2025 expressed an unqualified opinion on those consolidated financial statements.

Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the

effectiveness of internal control over financial reporting, included in the accompanying “Management Annual Report on Internal

Control Over Financial Reporting”.

Our responsibility is to express an opinion on the Company’s internal control over financial

reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect

to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange

Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

7 unchanged sentences

and Limitations of Internal Control over Financial Reporting

company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the

maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in

accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance

with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection

of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that degree of compliance with the policies or procedures may deteriorate.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance

of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with

generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations

of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized

acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections

of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in

conditions, or that degree of compliance with the policies or procedures may deteriorate.

March 26, 2025

Other Information.

On April 12, 2024, the Company entered into a new employment agreement with Marilyn Jentzen, who was appointed to

the position of Interim Chief Financial Officer of the Company on December 20, 2023, which replaces her prior agreement with the Company

dated October 2, 2023.

Under the agreement, Ms.

Jentzen will be paid a salary of $17,500 per week effective April 8, 2024 for the remainder

of the term of her employment ending December 31, 2024.

Jentzen is employed “at will” with a notice period of 30 days.

Jentzen will receive certain relocation-related support for her assignment in the Company’s U.K.

offices, including a monthly supplement

of $3,600, as further described in the employment agreement which is included as Exhibit 10.19 to this Annual Report on Form 10-K.

the three months ended December 31, 2024, none of our officers or directors, as defined in Rule 16a-1(f) of the Securities Exchange Act

of 1934, adopted , modified , or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,”

as defined in Item 408 of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

4 unchanged sentences

called for by this item will be filed as part of an amendment to this Annual Report on Form 10-K on or before such date.

Company has adopted an insider trading policy that governs the purchase, sale, and/or other transactions of our securities by our directors,

officers and employees.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K for the fiscal

year ended December 31, 2024.

In addition, with regard to the Company’s trading in its own securities, it is the Company’s

policy to comply with the federal securities laws and the applicable exchange listing requirements.

Executive Compensation.

25 unchanged sentences

on page F-1 of this report.

Amended and Restated Certificate of Incorporation of Inspired Entertainment, Inc.

(incorporated herein by reference to Exhibit 3.1

to the Current Report on Form 8-K of the Company, filed with the SEC on December 30, 2016).

of Elimination of Series A Junior Participating Preferred Stock, dated August 13, 2020 (incorporated herein by reference to Exhibit

3.1 of the Current Report on Form 8-K of the Company, filed with the SEC on August 14, 2020).

Second Amended and Restated Certificate of Incorporation of Inspired Entertainment, Inc.

(incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K of the Company, filed with the SEC on December 30, 2016).

Second Amended and Restated Bylaws of Inspired Entertainment, Inc.

(incorporated herein by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q of the Company for the three months ended June 30, 2023, filed with the SEC on August 11, 2023).

Rights Agreement, dated October 24, 2014, between Hydra Industries Acquisition Corp.

and certain security holders (incorporated herein

by reference to Exhibit 10.5 to the Current Report on Form 8-K of the Company, filed with the SEC on October 29, 2014).

Rights Agreement, dated December 23, 2016, by and among Hydra Industries Acquisition Corp.

and the Vendors (incorporated herein by

reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company, filed with the SEC on December 30, 2016).

Registration Rights Agreement, dated October 24, 2014, between Hydra Industries Acquisition Corp.

and certain security holders (incorporated herein by reference to Exhibit 10.5 to the Current Report on Form 8-K of the Company, filed with the SEC on October 29, 2014).

Registration Rights Agreement, dated December 23, 2016, by and among Hydra Industries Acquisition Corp.

and the Vendors (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company, filed with the SEC on December 30, 2016).

Description of Securities (incorporated herein by reference to Exhibit 4.4 to the Annual Report on Form 10-K of the Company for the year ended December 31, 2021, filed with the SEC on March 31, 2022).

dated as of May 20, 2021, among Inspired Entertainment (Financing) PLC, as issuer, the Company, as a guarantor, the subsidiaries

of the Company named therein, as additional guarantors, GLAS Trustees Limited, as trustee, GLAS Trust Corporation Limited as security

agent and GLAS Trust Company LLC as paying agent, transfer agent and registrar (incorporated herein by reference to Exhibit 4.1 to

the Current Report on Form 8-K of the Company, filed with the SEC on May 20, 2021).

Indenture, dated as of May 20, 2021, among Inspired Entertainment (Financing) PLC, as issuer, the Company, as a guarantor, the subsidiaries of the Company named therein, as additional guarantors, GLAS Trustees Limited, as trustee, GLAS Trust Corporation Limited as security agent and GLAS Trust Company LLC as paying agent, transfer agent and registrar (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K of the Company, filed with the SEC on May 20, 2021).

Form of 7.875% Senior Secured Notes due 2026 (included in Exhibit 4.4).

Senior Revolving Credit Facilities Agreement, dated as of May 20, 2021, among the Company, Gaming Acquisition Limited, Inspired Entertainment

(Financing) PLC and Inspired Gaming (UK) Limited as original borrowers, the subsidiaries of the Company named therein as original

guarantors, Global Loan Agency Services Limited as agent, GLAS Trust Corporation Limited as security agent and Barclays Bank plc

and Macquarie Corporate Holdings Pty Limited (UK Branch) as arrangers and original lenders (incorporated herein by reference to Exhibit

10.1 to the Current Report on Form 8-K of the Company, filed with the SEC on May 20, 2021).

of Director and Officer Indemnity Agreement (incorporated herein by reference to Exhibit 10.4 to the Current Report on Form 8-K of

the Company, filed with the SEC on December 30, 2016).

Agreement, dated December 23, 2016, by and among the Company, Hydra Industries Sponsor LLC, Macquarie Sponsor and the Vendors (incorporated

herein by reference to Exhibit 10.2 to the Current Report on Form 8-K of the Company, filed with the SEC on December 30, 2016).

Super Senior Revolving Credit Facilities Agreement, dated as of May 20, 2021, among the Company, Gaming Acquisition Limited, Inspired Entertainment (Financing) PLC and Inspired Gaming (UK) Limited as original borrowers, the subsidiaries of the Company named therein as original guarantors, Global Loan Agency Services Limited as agent, GLAS Trust Corporation Limited as security agent and Barclays Bank plc and Macquarie Corporate Holdings Pty Limited (UK Branch) as arrangers and original lenders (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company, filed with the SEC on May 20, 2021).

Form of Director and Officer Indemnity Agreement (incorporated herein by reference to Exhibit 10.4 to the Current Report on Form 8-K of the Company, filed with the SEC on December 30, 2016).

Stockholders Agreement, dated December 23, 2016, by and among the Company, Hydra Industries Sponsor LLC, Macquarie Sponsor and the Vendors (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K of the Company, filed with the SEC on December 30, 2016).

Inspired Entertainment, Inc.

20 unchanged sentences

Lorne Weil (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K of the Company, filed with the SEC on January 17, 2023).

Addendum, effective January 1, 2025, to the Employment Agreement dated October 9, 2020, as amended, by and between Inspired Entertainment, Inc.

Lorne Weil (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company, filed with the SEC on February 4, 2025).

Employment Agreement, dated February 17, 2020, between Inspired Entertainment, Inc.

7 unchanged sentences

Pierce (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company, filed with the SEC on January 17, 2023).

Addendum, effective January 1, 2025, to the Employment Agreement dated February 17, 2020, as amended, by and between Inspired Entertainment, Inc.

and Brooks H.

Pierce (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K of the Company, filed with the SEC on February 4, 2025).

Performance-Based Grant Agreement, dated May 9, 2023, between Inspired Entertainment, Inc.

1 unchanged sentence

Pierce (incorporated herein by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of the Company for the three months ended June 30, 2023, filed with the SEC on August 11, 2023).

Letter Agreement, dated April 12, 2024, between Inspired Entertainment, Inc.

and Marilyn Jentzen.

Employment Agreement, dated December 14, 2016, between Hydra Industries Acquisition Corp.

and Daniel B.

Silvers (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K of the Company, filed with the SEC on December 30, 2016).

Amendment, dated December 22, 2017, to the Employee Agreement, dated December 14, 2016, between Hydra Industries Acquisition Corp.

and Daniel B.

Silvers (incorporated herein by reference to Exhibit 10.13 to the Post-Effective Amendment to the Registration Statement on Form S-1 of the Company, filed with the SEC on December 29, 2017).

Amendment effective January 31, 2020, to the Employment Agreement dated December 14, 2016 (as amended) by and between Inspired Entertainment, Inc.

and Daniel B.

Silvers (incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K of the Company, filed with the SEC on February 6, 2020).

Separation and Release Agreement, dated January 10, 2023, between Inspired Entertainment, Inc.

and Daniel B.

Silvers (incorporated herein by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 16, 2023).

Grant Agreements (Time-Based Agreement and Performance-Based Agreement), dated February 14, 2023, between Inspired Entertainment, Inc.

and Daniel B.

Silvers (incorporated herein by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q of the Company for the three months ended March 31, 2023, filed with the SEC on May 10, 2023).

Agreement, dated August 3, 2021, by and between IG UK and Stewart F.B.

Baker (incorporated herein by

reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company, filed with the SEC on August 5, 2021).

Letter of Resignation of Stewart F.B.

Baker, dated December 19, 2023.

Employment Agreement, dated November 5, 2024 and effective January 1, 2025, by and between Inspired Gaming (UK) Limited and James Richardson.

Employment Agreement, dated August 3, 2021, by and between Inspired Gaming (UK) Limited and Carys Damon (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K of the Company, filed with the SEC on August 5, 2021).

Amendment to Employment Agreement, dated March 13, 2024, by and between Inspired Gaming (UK) Limited and Carys Damon.

Amendment to Employment Agreement, dated March 13, 2024, by and between Inspired Gaming (UK) Limited and Carys Damon (incorporated herein by reference to Exhibit 10.28 to the Annual Report on Form 10-K of the Company for the year ended December 31, 2023, filed with the SEC on April 15, 2024).

Inspired Entertainment, Inc.

3 unchanged sentences

Non-Employee Director Compensation Policy (updated as of May 9, 2023) (incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of the Company for the three months ended June 30, 2023, filed with the SEC on August 11, 2023).

Employment Agreement, dated February 8, 2024, by and between Inspired Gaming (UK) Limited and Simona Camilleri (commenced serving as General Counsel effective July 1, 2024) (incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of the Company for the three months ended June 30, 2024, filed with the SEC on August 8, 2024).

Letter Agreement, dated April 12, 2024, between Inspired Entertainment, Inc.

and Marilyn Jentzen (incorporated herein by reference to Exhibit 10.19 to the Annual Report on Form 10-K of the Company for the year ended December 31, 2023, filed with the SEC on April 15, 2024).

Amendment, dated November 5, 2024, to the Letter Agreement, dated April 12, 2024, between Inspired Entertainment, Inc.

and Marilyn Jentzen.

Restricted Stock Unit and Performance Stock Unit Transfer Agreement, dated as of May 17, 2024, by and among A.

Lorne Weil, Hydralex Holdings LLC and Inspired Entertainment, Inc.

Inspired Entertainment, Inc.

Insider Trading Policy.

Subsidiaries of the Company.

5 unchanged sentences

Inspired Entertainment, Inc.

Clawback Policy.

Clawback Policy (incorporated herein by reference to Exhibit 97.1 to the Annual Report on Form 10-K of the Company for the year ended December 31, 2023, filed with the SEC on April 15, 2024).

XBRL Instance Document

9 unchanged sentences

ENTERTAINMENT, INC.

April 15, 2024

March 26, 2025

(Principal Executive Officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

April 15, 2024

March 26, 2025

Lorne Weil, Executive Chairman

(Principal Executive Officer)

April 15, 2024

Marilyn Jentzen

Jentzen, Interim Chief Financial Officer

Executive Officer)

March 26, 2025

James Richardson

Richardson, Chief Financial Officer

Financial and Accounting Officer)

April 15, 2024

March 26, 2025

Chambrello, Director

April 15, 2024

March 26, 2025

Raphaelson, Director

April 15, 2024

March 26, 2025

Rogers, Director

April 15, 2024

March 26, 2025

Saferin, Director

April 15, 2024

March 26, 2025

Katja Tautscher

Tautscher, Director

April 15, 2024

March 26, 2025

Vandemore, Director

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 9A. Controls and Procedures