Priority Technology Holdings, Inc. - Major Shareholding Notification 2016

SC 13G 1 sc13g.htm

Field: Rule-Page

Field: /Rule-Page

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934 (Amendment No. __N/A____)*

M I Acquisitions Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

55304A104

(CUSIP Number)

September 14, 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) |
| --- | --- |
| [X] | 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 disclosures provided in a prior cover page.

The information required on 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).

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1

Field: /Page

CUSIP No. 55304A104

| 1. | NAMES
OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Boothbay
Absolute Return Strategies LP 1 |
| --- | --- |
| 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 Delaware |

| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | SOLE
VOTING POWER 0 |
| --- | --- |
| 6. | SHARED
VOTING POWER 600,000 |
| 7. | SOLE
DISPOSITIVE POWER 0 |
| 8. | SHARED
DISPOSITIVE POWER 600,000 |

| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 600,000 1 |
| --- | --- |
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see
instructions) [ ] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.0% 2 |
| 12. | TYPE
OF REPORTING PERSON (see instructions) PN |

Field: Page; Sequence: 2

Field: /Page

CUSIP No. 55304A104

| 1. | NAMES
OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Boothbay
Fund Management, LLC 1 |
| --- | --- |
| 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 Delaware |

Field: Page; Sequence: 3

Field: /Page

CUSIP No. 55304A104

| 1. | NAMES
OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Boothbay
Hybrid GP, LLC 1 |
| --- | --- |
| 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 Delaware |

Field: Page; Sequence: 4

Field: /Page

CUSIP No. 55304A104

| 1. | NAMES
OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Ari
Glass 1 |
| --- | --- |
| 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 |

Field: Page; Sequence: 5

Field: /Page

Item 1.

| (a) | Name
of Issuer M I Acquisitions Inc. (the “Issuer”) |
| --- | --- |
| (b) | Address
of Issuer’s Principal Executive Offices c/o
Magna Management LLC 40
Wall Street, 58th Floor New
York, NY 10005 |

Item 2.

| (a) | Name
of Person Filing: 1 Boothbay
Absolute Return Strategies LP Boothbay
Fund Management, LLC Boothbay
Hybrid GP, LLC Ari
Glass |
| --- | --- |
| (b) | Address
of the Principal Office or, if none, residence 810
7 th Avenue, Suite 615 New
York, NY 10019-5818 |
| (c) | Citizenship Boothbay
Absolute Return Strategies LP – Delaware Boothbay
Fund Management, LLC – Delaware Boothbay
Hybrid GP, LLC – Delaware Ari
Glass – United States |
| (d) | Title
of Class of Securities Common
Stock |
| (e) | CUSIP
Number 55304A104 |

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:

N/A

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

| | Amount
beneficially owned: |
| --- | --- |
| (a) | Boothbay Absolute
Return Strategies LP – 600,000 Boothbay Fund Management, LLC – 600,000 Boothbay Hybrid GP, LLC – 600,000 Ari Glass – 600,000 |
| | Percent
of class: 2 |
| (b) | Boothbay Absolute
Return Strategies LP – 9.0% Boothbay Fund Management, LLC – 9.0% Boothbay Hybrid GP, LLC – 9.0% Ari Glass – 9.0% |

Field: Page; Sequence: 6

Field: /Page

| (i) | Sole
power to vote or to direct the vote Boothbay
Absolute Return Strategies LP – 0 Boothbay
Fund Management, LLC – 0 Boothbay
Hybrid GP, LLC – 0 Ari
Glass – 0 |
| --- | --- |
| (ii) | Shared
power to vote or to direct the vote Boothbay
Absolute Return Strategies LP – 600,000 Boothbay
Fund Management, LLC – 600,000 Boothbay
Hybrid GP, LLC – 600,000 Ari
Glass – 600,000 |
| (iii) | Sole
power to dispose or to direct the disposition of Boothbay
Absolute Return Strategies LP – 0 Boothbay
Fund Management, LLC – 0 Boothbay
Hybrid GP, LLC – 0 Ari
Glass – 0 |
| (iv) | Shared
power to dispose or to direct the disposition of Boothbay
Absolute Return Strategies LP – 600,000 Boothbay
Fund Management, LLC – 600,000 Boothbay
Hybrid GP, LLC – 0 Ari
Glass – 600,000 |

Instruction . For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

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 [ ].

Instruction . Dissolution of a group requires a response to this item.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

N/A

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

N/A

Field: Page; Sequence: 7

Field: /Page

Item 8. Identification and Classification of Members of the Group.

N/A

Item 9. Notice of Dissolution of Group.

N/A

Item 10. Certification.

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.

1 The shares of common stock (the “Shares”) of M I Acquisitions, Inc., a Delaware corporation (the “Issuer”), reported herein are beneficially owned by virtue of their inclusion in units (the “Units”) issued by the Issuer. Each Unit consists of one share of the Issuer’s common stock and one warrant. Each warrant entitles the holder thereof to purchase one share of the Issuer’s common stock at a price of $11.50 per share, subject to adjustment as described in the Issuer’s prospectus filed with the SEC on September 15, 2016 (the “Prospectus”). The warrants will become exercisable on the later of 30 days after the completion of the Issuer’s initial business combination and 12 months from the closing of the offering made pursuant to the Prospectus, and will expire five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation, as described in the Prospectus.

The Units, and therefore the Shares reported herein, are held by Boothbay Absolute Return Strategies LP, a Delaware limited partnership. Boothbay Fund Management, LLC, a Delaware limited liability company, acts as investment manager of Boothbay Absolute Return Strategies LP. Boothbay Hybrid GP, LLC, a Delaware limited liability company, acts as General Partner to Boothbay Absolute Return Strategies LP. Ari Glass (“Glass”) is Managing Member of Boothbay Fund Management, LLC and Boothbay Hybrid GP, LLC. By virtue of these relationships, Boothbay Fund Management, LLC, Boothbay Hybrid GP, LLC and Glass may be deemed to have shared voting and dispositive power with respect to the Shares owned directly by Boothbay Absolute Return Strategies LP.

This report shall not be deemed an admission that Boothbay Absolute Return Strategies LP, Boothbay Fund Management, LLC, Boothbay Hybrid GP, LLC or Glass is the beneficial owner of the Shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The Reporting Persons herein disclaim beneficial ownership of the Shares except to the extent of their pecuniary interest therein.

2 The beneficial ownership computations are based on 6,652,500 shares of common stock issued and outstanding as of September 13, 2016, as reported in the Prospectus of the Issuer, which was filed with the SEC on September 15, 2016.

Field: Page; Sequence: 8

Field: /Page

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: September 23, 2016

| Boothbay
Absolute Return Strategies LP | |
| --- | --- |
| By: | Boothbay
Fund Management, LLC, its investment
manager |
| By: | /s/
Ari Glass |
| | Ari
Glass, Managing Member |
| Boothbay
Fund Management, LLC | |
| By: | /s/
Ari Glass |
| | Ari
Glass, Managing Member |
| Boothbay
Hybrid GP, LLC | |
| By: | /s/
Ari Glass |
| | Ari
Glass, Managing Member |
| Ari
Glass | |
| By: | /s/
Ari Glass |
| | Individually |

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).

Field: Page; Sequence: 9

Field: /Page

JOINT FILING STATEMENT

PURSUANT TO RULE 13D-1(K)(1)

The undersigned hereby consent and agree to the joint filing of Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Shares of M I Acquisitions Inc., together with any or all amendments thereto, when and if required. The parties hereto further consent and agree to file this Joint Filing Statement pursuant to Rule13d-1(k)(1)(iii) as an exhibit to Schedule 13G, thereby incorporating the same into such Schedule13G.

This Joint Filing Statement may be terminated by any of the undersigned upon written notice or such lesser period of notice as the undersigned may mutually agree.

Dated: September 23, 2016

Field: Page; Sequence: 10

Field: /Page

AI assistant

Priority Technology Holdings, Inc. Major Shareholding Notification 2016

32741_mrq_2016-09-23_80d10e3b-824e-44c3-b933-88e4c074727e.zip

AI assistant

Priority Technology Holdings, Inc. — Major Shareholding Notification 2016

32741_mrq_2016-09-23_80d10e3b-824e-44c3-b933-88e4c074727e.zip

More from Priority Technology Holdings, Inc.

Priority Technology Holdings, Inc. Major Shareholding Notification 2016