Form SC 13G/A - Statement of Beneficial Ownership by Certain Investors: [Amend]
14 November 2024 - 2:35AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13G
Under the Securities
Exchange Act of 1934
(Amendment No. 1)*
Inspired
Entertainment, Inc. |
(Name
of Issuer) |
Common
Stock, $0.0001 par value per share |
(Title
of Class of Securities) |
September
30, 2024 |
(Date
of Event Which Requires Filing of this Statement) |
Check the appropriate
box to designate the rule pursuant to which this Schedule is filed:
[X] 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).
1. |
NAME OF REPORTING PERSONS |
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY) |
|
|
|
|
|
Samjo Management, LLC |
|
|
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS) |
|
|
(a) [_] |
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|
(b) [X] |
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|
|
3. |
SEC USE ONLY |
|
|
|
|
|
|
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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|
|
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|
Delaware |
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|
|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH |
|
|
|
5. |
SOLE VOTING POWER |
|
|
|
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|
0 |
|
|
|
|
6. |
SHARED VOTING POWER |
|
|
|
|
|
1,222,000 |
|
|
|
|
7. |
SOLE DISPOSITIVE POWER |
|
|
|
|
|
0 |
|
|
|
|
8. |
SHARED DISPOSITIVE POWER |
|
|
|
|
|
2,598,922 |
|
|
|
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON |
|
|
|
|
2,598,922 |
|
|
|
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
[_] |
|
|
|
|
|
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) |
|
|
|
|
|
9.8% |
|
|
|
|
12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, OO |
|
1. |
NAME OF REPORTING PERSONS |
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY) |
|
|
|
|
|
Andrew N. Wiener |
|
|
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS) |
|
|
(a) [_] |
|
|
(b) [X] |
|
|
|
3. |
SEC USE ONLY |
|
|
|
|
|
|
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
United States of America |
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH |
|
|
|
5. |
SOLE VOTING POWER |
|
|
|
|
|
0 |
|
|
|
|
6. |
SHARED VOTING POWER |
|
|
|
|
|
1,222,000 |
|
|
|
|
7. |
SOLE DISPOSITIVE POWER |
|
|
|
|
|
0 |
|
|
|
|
8. |
SHARED DISPOSITIVE POWER |
|
|
|
|
|
2,598,922 |
|
|
|
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON |
|
|
|
|
2,598,922 |
|
|
|
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
[_] |
|
|
|
|
|
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) |
|
|
|
|
|
9.8% |
|
|
|
|
12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, IN |
|
Item 1. |
(a). |
Name of Issuer: |
|
|
|
|
|
|
|
Inspired
Entertainment, Inc. |
|
|
(b). |
Address of issuer’s
principal executive offices: |
|
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|
|
|
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|
250 West 57th Street,
Suite 415
New York, New York
10107
United States of
America |
|
Item 2. |
(a). |
Name of person
filing: |
|
|
|
Samjo Management,
LLC
Andrew N. Wiener
|
|
|
(b). |
Address or principal business office
or, if none, residence: |
|
|
|
|
|
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|
Samjo Management, LLC
880 Third Avenue, 16th Floor
New York, New York 10022
United States of America
Andrew N. Wiener
c/o Samjo Management, LLC
880 Third Avenue, 16th Floor
New York, New York 10022
United States of America |
|
|
(c). |
Citizenship: |
|
|
|
|
|
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|
Samjo Management, LLC – Delaware
Andrew N. Wiener – United States
of America |
|
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(d). |
Title of class of securities: |
|
|
|
|
|
|
|
Common Stock,
$0.0001 par value per share |
|
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(e). |
CUSIP No.: |
|
|
|
|
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45782N108 |
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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: |
|
(a) |
[_] |
Broker or dealer registered under
Section 15 of the Exchange Act (15 U.S.C. 78c). |
|
(b) |
[_] |
Bank as defined in Section 3(a)(6)
of the Exchange Act (15 U.S.C. 78c). |
|
(c) |
[_] |
Insurance company as defined in Section
3(a)(19) of the Exchange Act (15 U.S.C. 78c). |
|
(d) |
[_] |
Investment company registered under
Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
|
(e) |
[X] |
An investment adviser in accordance
with § 240.13d-1(b)(1)(ii)(E); |
|
(f) |
[_] |
An employee benefit plan or endowment
fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
|
(g) |
[X] |
A parent holding company or control
person in accordance with Rule 13d-1(b)(1)(ii)(G); |
|
(h) |
[_] |
A savings association as defined
in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813); |
|
(i) |
[_] |
A church plan that is excluded from
the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
|
(j) |
[_] |
A non-U.S. institution in accordance with s.240.13d-1(b)(ii)(J);
If filing as a non-U.S. institution in accordance with s.240.13d-1(b)(ii)(J), please specify the type of institution: ____ |
|
(k) |
[_] |
Group, in accordance with s.240.13d-1(b)(1)(ii)(K). |
|
(a) |
Amount beneficially owned: |
|
|
|
|
|
Samjo
Management, LLC – 2,598,922
Andrew
N. Wiener – 2,598,922 |
|
(b) |
Percent of class: |
|
|
|
|
|
Samjo Management,
LLC – 9.8%
Andrew N. Wiener
– 9.8% |
|
(c) |
Number of shares as to which the
person has: |
|
|
(i) |
Sole power to
vote or to direct the vote |
|
|
|
|
|
|
|
|
|
Samjo Management, LLC |
0 |
|
|
|
|
|
|
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|
Andrew N. Wiener |
0 |
|
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|
|
|
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(ii) |
Shared power
to vote or to direct the vote |
|
|
|
|
|
|
|
|
|
Samjo Management, LLC |
1,222,000 |
|
|
|
|
|
|
|
|
Andrew N. Wiener |
1,222,000 |
|
|
|
|
|
|
|
(iii) |
Sole power to
dispose or to direct the disposition of |
|
|
|
|
|
|
|
|
|
Samjo Management, LLC |
0 |
|
|
|
|
|
|
|
|
Andrew N. Wiener |
0 |
|
|
|
|
|
|
|
(iv) |
Shared power
to dispose or to direct the disposition of |
|
|
|
|
|
|
|
|
|
Samjo Management, LLC |
2,598,922 |
|
|
|
|
|
|
|
|
Andrew N. Wiener |
2,598,922 |
|
|
|
|
|
Item 5. |
Ownership of Five Percent or Less
of a Class. |
|
If this statement is being filed
to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following [_]. |
|
|
|
N/A |
Item 6. |
Ownership of More Than Five Percent
on Behalf of Another Person. |
|
All
securities reported in this Schedule 13G are directly owned by advisory clients of Samjo Management, LLC. None of those advisory
clients may be deemed to beneficially own more than 5% of the outstanding Common Stock, $0.0001 par value per share. |
|
|
Item 7. |
Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
|
Please
see Exhibit B attached hereto. |
|
|
Item 8. |
Identification and Classification
of Members of the Group. |
Item 9. |
Notice of Dissolution of Group. |
|
By signing below
I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary
course of business and 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, other than activities solely in connection with a nomination under § 240.14a-11. |
Exhibit A: Joint Acquisition Statement.
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.
|
November
13, 2024 |
|
(Date) |
|
|
|
|
|
SAMJO MANAGEMENT, LLC* |
|
|
|
/s/ Andrew N.
Wiener |
|
(Signature) |
|
|
|
|
|
|
|
Andrew N. Wiener,
Managing Member |
|
(Name/Title) |
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|
ANDREW N. WIENER* |
|
|
|
|
|
/s/ Andrew N.
Wiener |
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(Signature) |
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* This Reporting Person disclaims
beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall
not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Act,
or for any other purpose.
The original
statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person,
evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that
a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any
title of each person who signs the statement shall be typed or printed beneath his signature.
Note. Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other
parties for whom copies are to be sent.
Attention. Intentional
misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEEMENT
The
undersigned agree that this Amendment No. 1 to Schedule 13G dated November 13, 2024 relating to the Common Stock, $0.0001 par value
per share, of Inspired Entertainment, Inc. shall be filed on behalf of the undersigned.
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SAMJO MANAGEMENT, LLC |
|
|
|
/s/ Andrew N.
Wiener |
|
(Signature) |
|
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|
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Andrew N. Wiener,
Managing Member |
|
(Name/Title) |
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ANDREW N. WIENER |
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/s/ Andrew N. Wiener |
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(Signature) |
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Exhibit B
Samjo Management, LLC is the relevant entity
for which Andrew N. Wiener may be considered a control person.
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