Item 8.01  Other Events.

On May 25, 2021, Inspired Entertainment, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Landgame S.à r.l. ("Landgame"), The Landgame Trust (the "Selling Stockholder"), and B. Riley Securities, Inc., Macquarie Capital (USA) Inc., Craig-Hallum Capital Group LLC, Roth Capital Partners, LLC, and Union Gaming Securities, LLC (collectively, the "Underwriters"), in connection with the offer and sale by the Selling Stockholder of 5,406,633 shares (the "Firm Shares") of the Company's common stock, par value $0.0001 per share (the "Common Stock"), at a price of $9.25 per share in an underwritten public offering.

Pursuant to the terms of the Underwriting Agreement, the Selling Stockholder granted the Underwriters a 30-day option to purchase up to an additional 810,995 shares of Common Stock (the "Option Shares" and, together with the Firm Shares, the "Shares") on the terms and conditions set out in the Underwriting Agreement. On May 26, 2021, the Underwriters exercised their option to purchase the Option Shares in full.

The sale of the Shares pursuant to the Underwriting Agreement was completed on June 1, 2021.

The Company did not offer or sell any shares in the offering and did not receive any proceeds from the sale of the Shares.

The offer and sale of the Shares was made pursuant to the Company's effective shelf registration statements (including the amendments thereto) on Form S-3 (File Nos. 333-256175 and 333-217215), the prospectus dated May 24, 2021, and a related prospectus supplement dated May 26, 2021, each of which is on file with the Securities and Exchange Commission.

The Underwriting Agreement contains representations and warranties and covenants that are customary for transactions of this type. In addition, each of the Company and Landgame has agreed in the Underwriting Agreement to indemnify the Underwriters against certain liabilities on customary terms. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.

A copy of the opinion of Sidley Austin LLP relating to the validity of the Common Stock is filed with this Current Report on Form 8-K as Exhibit 5.1.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits




Exhibit
Number                                  Description

1.1         Underwriting Agreement, dated as of May 25, 2021, by and among the
          Inspired Entertainment, Inc., Landgame S.à r.l., The Landgame Trust and
          B. Riley Securities, Inc., Macquarie Capital (USA) Inc., Craig-Hallum
          Capital Group LLC, Roth Capital Partners, LLC, and Union Gaming
          Securities, LLC.

5.1         Opinion of Sidley Austin LLP

23.1        Consent of Sidley Austin LLP (included in Exhibit 5.1)

99.1        Press Release issued by Inspired Entertainment, Inc. on May 25, 2021

99.2        Press Release issued by Inspired Entertainment, Inc. on May 26, 2021

99.3        Press Release issued by Inspired Entertainment, Inc. on June 1, 2021

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