Priority Technology Holdings, Inc. — Major Shareholding Notification 2017

Feb 15, 2017

SC 13G/A 1 sc13ga.htm

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

M I Acquisitions Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

55304A104

(CUSIP Number)

December 31, 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).

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CUSIP No. 55304A104

| 1. | NAMES
OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Boothbay
Absolute Return Strategies LP |
| --- | --- |
| 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 600,833 |
| 7. | SOLE
DISPOSITIVE POWER 0 |
| 8. | SHARED
DISPOSITIVE POWER 600,833 |

| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 600,833 * |
| --- | --- |
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see
instructions) [ ] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.4%* |
| 12. | TYPE
OF REPORTING PERSON (see instructions) PN |

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CUSIP No. 55304A104

| 1. | NAMES
OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Boothbay
Fund Management, LLC |
| --- | --- |
| 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 600,833 * |
| 7. | SOLE
DISPOSITIVE POWER 0 |
| 8. | SHARED
DISPOSITIVE POWER 600,833 * |

| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 600,833 |
| --- | --- |
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see
instructions) [ ] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.4% |
| 12. | TYPE
OF REPORTING PERSON (see instructions) IA,
OO |

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CUSIP No. 55304A104

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

| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | SOLE
VOTING POWER 0 |
| --- | --- |
| 6. | SHARED
VOTING POWER 600,833 |
| 7. | SOLE
DISPOSITIVE POWER 0 |
| 8. | SHARED
DISPOSITIVE POWER 600,833 |

| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 600,833 |
| --- | --- |
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see
instructions) [ ] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.4% |
| 12. | TYPE
OF REPORTING PERSON (see instructions) IN,
HC |

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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: Boothbay
Absolute Return Strategies LP Boothbay
Fund Management, 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 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

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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.

| (a) | Amount
beneficially owned: Boothbay
Absolute Return Strategies LP – 600,833 Boothbay
Fund Management, LLC – 600,833 Ari
Glass – 600,833 |
| --- | --- |
| (b) | Percent
of class: Boothbay
Absolute Return Strategies LP – 8.4% Boothbay
Fund Management, LLC – 8.4% Ari
Glass – 8.4% |
| (c) | Number
of shares as to which the person has: |

| (i) | Sole
power to vote or to direct the vote Boothbay
Absolute Return Strategies LP – 0 Boothbay
Fund Management, LLC – 0 Ari
Glass – 0 |
| --- | --- |
| (ii) | Shared
power to vote or to direct the vote Boothbay
Absolute Return Strategies LP – 600,833 Boothbay
Fund Management, LLC – 600,833 Ari
Glass – 600,833 |
| (iii) | Sole
power to dispose or to direct the disposition of Boothbay
Absolute Return Strategies LP – 0 Boothbay
Fund Management, LLC – 0 Ari
Glass – 0 |
| (iv) | Shared
power to dispose or to direct the disposition of Boothbay
Absolute Return Strategies LP – 600,833 Boothbay
Fund Management, LLC – 600,833 Ari
Glass – 600,833 |

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

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• Certain of the shares of common stock, par value $0.001 (the “Shares”), of M I Acquisitions, Inc., a Delaware corporation (the “Issuer”), reported herein are held in the form of units (the “Units”). 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 Shares reported herein are held by Boothbay Absolute Return Strategies LP, a Delaware limited partnership (the “Fund”), which is managed by Boothbay Fund Management, LLC, a Delaware limited liability company (the “Adviser”). The Adviser, in its capacity as the investment manager of the Fund, has the power to vote and the power to direct the disposition of all Shares held by the Fund. Accordingly, for the purposes of Reg. Section 240.13d-3, the Adviser may be deemed to beneficially own an aggregate of 600,833 Shares, or 8.4% of the Shares issued and outstanding as of November 11, 2016. Ari Glass is the Managing Member of the Adviser. The beneficial ownership percentage reported herein is based on 7,168,716 voting Shares issued and outstanding as of November 11, 2016, as disclosed in the Company’s Quarterly Report for the quarter ended September 30, 2016, as filed with the Securities and Exchange Commission on November 14, 2016. This report shall not be deemed an admission that the Adviser, the Fund or any other person is the beneficial owner of the securities reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the reporting persons herein disclaims beneficial ownership of the Shares reported herein except to the extent of the reporting person’s pecuniary interest therein.

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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

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

N/A

Item 9. Notice of Dissolution of Group.

N/A

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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.

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: February 15, 2017

| 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 |
| 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).

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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: February 15, 2017

| 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 |
| Ari Glass | |
| By: | /s/
Ari Glass |
| | Individually |

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