Priority Technology Holdings, Inc. — Major Shareholding Notification 2018

Aug 3, 2018

SC 13D 1 s111859_13d.htm SC 13D

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.)*
Priority
Technology Holdings, Inc.
(Name of Issuer)
Common
Stock, par value $0.001 per share
(Title of Class of Securities)
74275G
107
(CUSIP Number)
John V. Priore c/o Priority Technology Holdings,
Inc. 2001 Westside Parkway, Suite 155 Alpharetta, GA 30004 (800) 935-5961 With a copy to: John Mahon, Esq. F. Xavier Kowalski, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, NY 10022 (212) 756-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July
25, 2018
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

(Page 1 of 8 Pages)

• 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. G3075P101 SCHEDULE 13D Page 2 of 9 Pages

1	NAME OF REPORTING PERSON John V. Priore
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 9,347,591 (including 64,322 shares of Common Stock issuable upon exercise of warrants)
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 9,347,591 (including 64,322 shares of Common Stock issuable upon exercise of warrants)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 9,347,591 (including 64,322 shares of Common Stock issuable upon exercise of warrants)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.0%
14	TYPE OF REPORTING PERSON IN

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CUSIP No. G3075P101 SCHEDULE 13D Page 3 of 8 Pages

1	NAME OF REPORTING PERSON AESV CreditCard Consulting LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 9,347,591 (including 64,322 shares of Common Stock issuable upon exercise of warrants)
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 9,347,591 (including 64,322 shares of Common Stock issuable upon exercise of warrants)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 9,347,591 (including 64,322 shares of Common Stock issuable upon exercise of warrants)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.0%
14	TYPE OF REPORTING PERSON OO

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CUSIP No. 74275G 107 SCHEDULE 13D Page 4 of 8 Pages

| Item 1. |
| --- |
| This Schedule 13D relates to the Common Stock, $0.001
par value per share (“ Common Stock ”) of Priority Technology Holdings, Inc., a Delaware corporation (the “ Issuer ”),
with principal executive offices at 2001 Westside Parkway Suite 155, Alpharetta, GA 30004. |

Item 2.	Identity and Background
(a)	This statement is filed by:
	(i)	AESV CreditCard Consulting LLC (" AESV "), with respect to the shares of Common Stock directly held by it and the shares of Common Stock issuable upon exercise of warrants directly held by it; and
	(ii)	John V. Priore (" Mr. Priore "), who serves as the manager of, and solely controls, AESV, with respect to the shares of Common Stock directly held by AESV and the shares of Common Stock issuable upon exercise of warrants directly held by AESV.
	The foregoing persons are hereinafter sometimes collectively referred to as the " Reporting Persons ." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
(b)	The principal business address of the Reporting Persons is c/o Priority Technology Holdings, Inc., 2001 Westside Parkway, Suite 155, Alpharetta, GA 30004.
(c)	The principal business of AESV is to hold shares of Common Stock and warrants to purchase shares of Common Stock. The principal business of Mr. Priore is to serve as the manager of, and control, AESV.
(d)	None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	None of the Reporting Persons has, during the last
five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result

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CUSIP No. 74275G 107 SCHEDULE 13D Page 5 of 8 Pages

	of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	AESV is a Georgia limited liability company. Mr. Priore is a citizen of the United States.

| Item 3. |
| --- |
| On July 25, 2018, the Issuer consummated a business
combination pursuant to a contribution agreement, dated February 26, 2018, as amended and restated on March 26,2018 and April
17, 2018 (the “ Purchase Agreement ”), by and among the Issuer, Priority Investment Holdings, LLC (“ PIH ”)
and PIEH (together with PIH, the “ Sellers ”), which provided for, among other things, the acquisition of 100%
of the issued and outstanding equity securities of Priority Holdings, LLC (“Priority”)by the Issuer from the Sellers,
which resulted in Priority becoming a wholly-owned subsidiary of the Issuer (together with the other transactions contemplated
by the Purchase Agreement, the “ Business Combination ”). Pursuant to the Purchase Agreement, the Issuer agreed to pay
the Sellers consideration consisting of a number of shares of Common Stock equal to Priority’s equity value (which the Purchase
Agreement defines as of the signing date as the $947.8 million enterprise value of Priority, less the net debt of Priority, subject
to certain adjustments as described in the Purchase Agreement) divided by $10.30. Furthermore, concurrently with the Purchase Agreement, the founding
stockholders of the Issuer (the “ Founders ”) and Priority entered into a purchase agreement (the “ Founders
Share Agreement ”), pursuant to which Priority purchased 421,107 of the units (each unit consisting of one share of Common
Stock and one warrant to purchase a share of Common Stock) issued to the Founders in a private placement immediately prior to the
Issuer’s initial public offering, and 453,210 shares of Common Stock issued to the Founders, for an aggregate purchase price of
approximately $2.1 million. In addition, pursuant to the Founders Share Agreement, the Founders forfeited 174,863 founder’s shares
at the closing of the Business Combination, which shares may be reissued to the Founders if certain earn outs are achieved. AESV acquired the shares and warrants reported herein
in its capacity as a member of PIH pursuant to the Purchase Agreement and the Founders Share Agreement. The foregoing descriptions are summaries of the Purchase Agreement and the Founders Share Agreement, and do
not purport to be complete and are qualified in their entireties by reference to the full texts thereof. The Purchase Agreement
and the Founders Share Agreement, which are filed as Exhibit 1 and Exhibit 2 to this Schedule 13D, respectively, and is incorporated
by reference to Exhibit 2.1 to the Issuer's Current Report on Form 8-K filed on April 20, 2018 and Exhibit 10.1 to the Issuer's
Current Report on Form 8-K filed on March 2, 2018, respectively. |

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CUSIP No. 74275G 107 SCHEDULE 13D Page 6 of 8 Pages

| Item 4. |
| --- |
| The Reporting Persons acquired the shares of Common Stock set forth on the cover pages hereto (the “Subject Shares”) for investment
purposes and for the purposes described below. The descriptions of the Business Combination, the Purchase
Agreement, the Founders Share Agreement and the Registration Rights Agreement (each, as defined below) contained in
Items 3 and 6 are hereby incorporated by reference into this Item 4. The Reporting Persons will continuously evaluate the Issuer’s
businesses and prospects, alternative investment opportunities and all other factors deemed relevant in determining whether additional
shares of Common Stock will be acquired by the Reporting Persons or, if applicable, their affiliates or whether the Reporting Persons
or, if applicable, any such affiliates will dispose of shares of Common Stock. At any time, additional shares of Common Stock may
be acquired or some or all of shares of Common Stock beneficially owned by the Reporting Persons may be sold, in either case in
the open market, in privately negotiated transactions or otherwise. Other than as described in this Schedule 13D, none of the Reporting
Persons and, to the best of their knowledge, none of the Covered Persons has any current plans or proposals which relate to or
would result in any of the matters described in Items 4(a)-(j) of Schedule 13D. However, as part of their ongoing evaluation of
their investment in the Subject Shares and investment alternatives, the Reporting Persons may consider such matters in the future
and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, the Reporting Persons
may hold discussions with or make formal proposals to management or the board of directors of the Issuer, other stockholders of
the Issuer or other third parties regarding such matters. |

Item 5.	Interest in Securities of the Issuer
(a)	See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common
Stock and percentages of the Common Stock beneficially owned by the Reporting Persons. The percentages used in this Schedule 13D
are calculated based upon 66,856,966 shares of Common
Stock reported to be outstanding upon the closing of the business combination on July 25, 2018, as described in the Company's Current
Report on Form 8-K filed with the Securities and Exchange Commission on July 31, 2018, and assumes the exercise of the reported
warrants.
(b)	See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which the Reporting Persons have the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c)	Except as described in Items 3 and 4, the Reporting Persons have not
effected any transaction in the Common Stock within the past sixty days.
(d)	Not applicable.
(e)	Not applicable.

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CUSIP No. 74275G 107 SCHEDULE 13D Page 7 of 8 Pages

| Item 6. |
| --- |
| The Reporting Persons’ response to Item 3 is incorporated by
reference into this Item 6. In connection with the Business Combination, AESV, certain other
holders named therein and their respective transferees were granted certain rights pursuant to the Registration Rights Agreement,
dated as of July 25, 2018 (the “ Registration Rights Agreement ”). The Registration Rights Agreement grants certain
holders, not including AESV, customary demand registration rights and grants all of the holders named therein certain “piggyback”
registration rights with respect to registration statements filed subsequent to the Business Combination. This summary of the Registration Rights Agreement does not purport to be complete and is subject to, and qualified
in its entirety by, the full text of the Registration Rights Agreement, which is filed as Exhibit 3 hereto and is incorporated
by reference to Exhibit 10.1 of the Issuer's Current Report on Form 8-K filed July 31, 2018. The Reporting Persons have executed a Joint Filing Agreement, dated August 3, 2018, with respect to the
joint filing of this Schedule 13D, and any amendment or amendments hereto, a copy of which is attached hereto as Exhibit 4. |

Item 7.
The following are filed herewith as Exhibits to this Schedule 13D:

| Exhibit 1 | Second
Amended and Restated Contribution Agreement, dated as of April 17, 2018, by and among Priority Investment Holdings, Priority
Incentive Equity Holdings, LLC and M I Acquisitions, Inc. (incorporated by reference to Exhibit 2.1 to the Issuer’s
Current Report on Form 8-K filed on April 20, 2018). |
| --- | --- |
| Exhibit 2 | Purchase
Agreement, dated as of February 26, 2018 by and among Priority Holdings, LLC, M SPAC LLC, M SPAC Holdings I LLC, M SPAC
Holdings II LLC, and M I Acquisitions, Inc. (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report
on Form 8-K filed on March 2, 2018). |
| Exhibit 3 | Registration
Rights Agreement dated as of July 25, 2018 by and among M I Acquisitions, Inc. and the other parties thereto (incorporated by
reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed on August 1, 2018). |
| Exhibit 4 | Joint Filing Agreement Statement as required by Rule 13d-1(k)(1) under the Act. |

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CUSIP No. 74275G 107 SCHEDULE 13D Page 8 of 8 Pages

SIGNATURE

After reasonable inquiry and to the best of its or his knowledge and belief, each of the undersigned certifies that the information set forth in this Schedule 13D is true, complete and correct.

Date: August 3, 2018

AESV Creditcard consulting LLC
By: /s/ John V. Priore
Name: John V. Priore Title: Manager

| /s/ John
V. Priore |
| --- |
| John v.
PRIORE |

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