Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
*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 (the “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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1
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Names of reporting persons
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HGC Investment
Management Inc.
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2
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Check the appropriate box if a member of a group (see
instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC use only
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4
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Citizenship or place of organization
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Canada
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5
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Sole voting power
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1,001,469
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Number of
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6
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Shared voting power
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shares
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beneficially
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0
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owned
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by each
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7
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Sole dispositive power
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reporting
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person
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1,001,469
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with:
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8
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Shared dispositive power
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0
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9
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Aggregate amount beneficially owned by each reporting person
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1,001,469
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10
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Check if the aggregate amount in Row (9) excludes certain
shares (see instructions)
[ ]
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11
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Percent of class represented by amount in Row (9)
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5.21%*
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12
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Type of reporting person (see instructions)
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F-I
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* See Item 4(b) of this
Schedule 13G.
2
Item 1.
1(a)
Name of issuer:
The name of the issuer is M III
Acquisitions Corp. (the “Issuer”)
1(b)
Address of issuer's principal executive offices:
The Issuer’s principal executive offices
are located at 3 Columbus Circle, 15
th
Floor, New York, NY 10019.
Item 2.
2(a)
Name of person filing:
This statement is filed by HGC Investment
Management Inc., a company incorporated under the laws of Canada, which serves
as the investment manager to HGC Arbitrage Fund LP, an Ontario limited
partnership (the “Fund”), with respect to the Shares (as defined below) held by
the Reporting Person on behalf of the Fund.
The filing of this statement should not be
construed as an admission that the Reporting Person is, for the purposes of
Section 13 of the Act, the beneficial owner of the Shares reported herein.
2(b)
Address or principal business office or, if none, residence:
The address of the business office of the
Reporting Person is 366 Adelaide, Suite 601, Toronto, Ontario M5V 1R9, Canada.
2(c)
Citizenship:
The citizenship of the Reporting Person is
Canada.
2(d)
Title of class of securities:
Common stock (the "Shares")
2(e)
CUSIP No.:
The CUSIP number of the Shares is
55378T104. .
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:
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(a)
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[ ] Broker or dealer registered under section
15 of the Act (15 U.S.C. 78o);
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(b)
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[ ] Bank as defined in section 3(a)(6) of the
Act (15 U.S.C. 78c);
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(c)
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[ ] Insurance company as defined in section
3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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[ ] Investment company registered under
section 8 of the Investment Company Act of 1940 (15 U.S.C
80a–8);
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(e)
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[ ] An investment adviser in accordance with
§240.13d–1(b)(1)(ii)(E);
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(f)
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[ ] An employee benefit plan or endowment
fund in accordance with §240.13d–1(b)(1)(ii)(F);
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(g)
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[ ] A parent holding company or control
person in accordance with §240.13d–1(b)(1)(ii)(G);
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(h)
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[ ] A savings associations as defined in
Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813);
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3
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(i)
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[ ] 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);
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(j)
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[X] A non-U.S. institution in
accordance with §240.13d –1(b)(1)(ii)(J);
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(k)
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[ ] Group, in
accordance with §240.13d –1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with §240.13d
–1(b)(1)(ii)(J), please specify the type of institution:
The Reporting Person is an investment fund manager, portfolio
manager and exempt market dealer registered with the Ontario Securities
Commission.
Item
4.
Ownership
The percentages used herein are calculated
based upon 19,210,000 Shares reported to be outstanding as of November 13, 2017
as reported in the Company’s Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2017, filed with the Securities Exchange Commission
on November 13, 2018.
The information required by Items 4(a) -
(c) is set forth in Rows 5 - 11 of the cover page for the Reporting Person and
is incorporated herein by reference.
Item
5.
Ownership of 5 Percent or Less of a Class.
Not applicable.
Item
6.
Ownership of More than 5 Percent on Behalf of Another Person.
See Item 2. The Fund has the right to
receive or the power to direct the receipt of dividends or the proceeds from the
sale of more than 5% of the Shares.
Item
7.
Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on by the Parent Holding Company or Control Person.
Not applicable.
Item
8.
Identification and Classification of Members of the Group
Not applicable.
Item
9.
Notice of Dissolution of Group.
Not applicable.
Item
10. Certifications
By signing below the Reporting Person
certifies that, to the best of its knowledge and belief, (i) 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 and (ii) the foreign regulatory scheme
applicable to investment fund managers is substantially comparable to the
regulatory scheme applicable to the functionally equivalent U.S. institutions.
The Reporting Person also undertakes to furnish to the Commission staff, upon
request, information that would otherwise be disclosed in a Schedule 13D.
4
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.
Dated: February 1
st
, 2018
HGC INVESTMENT MANAGEMENT INC.
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By: /s/ Osie Ukwuoma
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Name: Osie
Ukwuoma
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Title: Chief
Compliance Officer
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