Subsequent to the period ending March 31, 2018, M I Acquisitions redeemed 377,231 outstanding public shares at a price per share of $10.507 (or approximately $3,963,539 in aggregate) in connection with the stockholder vote to extend the liquidation date to September 17, 2018, resulting in a reduction of M I’s trust account by approximately $3,963,539.

RISK FACTORS

You should consider carefully the following risk factors, as well as the other information set forth in this proxy statement, before making a decision with respect to the Business Combination and the proposals to be voted on at the special meeting.

Risk Factors Related to Priority’s Business

The following risk factors apply to the business and operations of Priority and will also apply to the business and operations of the combined company following the completion of the Business Combination. As used in this section the term “Priority” refers to Priority and the combined company, as applicable. Any of the risk factors described below could significantly and adversely affect Priority’s and/or the combined company’s business, prospects, sales, revenues, gross profit, cash flows, financial condition, and results of operations.

The payment processing industry is highly competitive and such competition is likely to increase, which may adversely influence the prices Priority can charge to merchants for its services and the compensation Priority must pay to its distribution partners, and as a result, Priority’s profit margins.

The payment processing industry is highly competitive. Priority primarily compete in the small and medium business (“SMB”) merchant industry. Competition has increased recently as other providers of payment processing services have established a sizable market share in the SMB merchant acquiring industry. Priority’s primary competitors for SMB merchants in these markets include financial institutions and their affiliates and well-established payment processing companies that target SMB merchants directly and through third parties, including Bank of America Merchant Services, Chase Merchant Services, Elavon, Inc. (a subsidiary of U.S. Bancorp), Wells Fargo Merchant Services, First Data Corporation, Worldpay, Inc., Global Payments, Inc., TSYS and Square. Priority also competes with many of these same entities for the assistance of distribution partners. For example, many of Priority’s distribution partners are not exclusive to us but also have relationships with Priority’s competitors, such that Priority has to continually expend resources to maintain those relationships. Priority’s growth will depend on the continued growth of payments with credit, debit and prepaid cards (“Electronic Payments”), particularly Electronic Payments to SMB merchants, and Priority’s ability to increase its market share through successful competitive efforts to gain new merchants and distribution partners.

In addition, many financial institutions, subsidiaries of financial institutions or well-established payment-enabled technology providers with which we compete, have substantially greater capital, technological, management and marketing resources than Priority has. These factors may allow Priority’s competitors to offer better pricing terms to merchants and more attractive compensation to distribution partners, which could result in a loss of Priority’s potential or current merchants and distribution partners. Competing with financial institutions is also challenging because, unlike Priority, they often bundle processing services with other banking products and services. This competition may effectively limit the prices Priority can charge its merchants, cause Priority to increase the compensation it pays to its distribution partners and require Priority to control costs aggressively in order to maintain acceptable profit margins. Priority’s current and future competitors may also develop or offer services that have price or other advantages over the services Priority provides.

Priority is also facing new, well capitalized, competition from emerging technology and non-traditional payment processing companies as well as traditional companies offering alternative electronic payments services and payment enabled software solutions. If these new entrants gain a greater share of total electronic payments transactions, they could impact Priority’s ability to retain and grow its relationships with merchants and distribution partners. Acquirers may be susceptible to the adoption by the broader merchant community of payment enabled software versus terminal based payments.

To acquire and retain a segment of Priority’s merchants, Priority depends in part on distribution partners that may not serve it exclusively and are subject to attrition.

Priority relies in significant part on the efforts of independent sales organizations (“ISOs”), independent software vendors (“ISVs”) and referral partners to market its services to merchants seeking to establish a merchant acquiring relationship. These distribution partners seek to introduce Priority, as well as its competitors, to newly established and existing SMB merchants, including retailers, restaurants and other businesses. Generally, its agreements with distribution partners (with the exception of a portion of our integrated technology partners and bank referral partners) are not exclusive, and distribution partners retain the right to refer merchants to other merchant acquirers. Gaining and maintaining loyalty or exclusivity can require financial concessions to maintain current distribution partners and merchants or to attract potential distribution partners and merchants from Priority’s competitors. Priority has been required, and expect to be required in the future, to make concessions when renewing contracts with its distribution partners and such concessions can have a material impact on Priority’s financial condition or operating performance. If these distribution partners switch to another merchant acquirer, cease operations or become insolvent, Priority will no longer receive new merchant referrals from them, and it risks losing existing merchants that were originally enrolled by them. Additionally, Priority’s distribution partners are subject to the requirements imposed by its bank sponsors, which may result in fines to them for non-compliance and may, in some cases, result in these entities ceasing to refer merchants to Priority. Priority cannot accurately predict the level of attrition of its distribution partners or merchants in the future, particularly those merchants it acquired as customers in the portfolio acquisitions it has completed in the past five years, which makes it difficult for it to forecast growth. If Priority is unable to establish relationships with new distribution partners or merchants, or otherwise increase its transaction processing volume in order to counter the effect of this attrition, its revenues will decline.

Unauthorized disclosure of merchant or cardholder data, whether through breach of our computer systems, computer viruses, or otherwise, could expose Priority to liability, protracted and costly litigation and damage its reputation.

Priority is responsible for data security for itself and for third parties with whom it partners, including by contract and under the rules and regulations established by the payment networks, such as Visa, MasterCard, Discover and American Express, as well as debit card networks. These third parties include merchants, Priority’s distribution partners and other third-party service providers and agents. Priority and other third parties collect, process, store and/or transmit sensitive data, such as names, addresses, social security numbers, credit or debit card numbers and expiration dates, driver’s license numbers and bank account numbers. Priority has ultimate liability to the payment networks and its bank sponsors that register it with Visa or MasterCard for its failure or the failure of third parties with whom Priority contracts to protect this data in accordance with payment network requirements. The loss, destruction or unauthorized modification of merchant or cardholder data by Priority or its contracted third parties could result in significant fines, sanctions and proceedings or actions against Priority by the payment networks, governmental bodies, consumers or others.

Information security risks for Priority and its competitors have substantially increased in recent years in part due to the proliferation of new technologies and  the increased sophistication, resources and activities of hackers, terrorists, activists, organized crime, and other external parties, including hostile nation-state actors. Examples of such information security risks are the recent Spectre and Meltdown threats which, rather than acting as viruses, were design flaws in many CPUs that allowed programs to steal data stored in the memory of other running programs and required patch software to correct. The techniques used by these bad actors to obtain unauthorized access, disable or degrade service, sabotage systems or utilize payment systems in an effort to perpetrate financial fraud change frequently and are often difficult to detect. Furthermore, threats may derive from human error, fraud or malice on the part of employees or third parties, or may result from accidental technological failure. For example, certain of Priority’s employees have access to sensitive data that could be used to commit identity theft or fraud. Concerns about security increase when Priority transmits information electronically because such transmissions can be subject to attack, interception or loss. Also, computer viruses can be distributed and spread rapidly over the internet and could infiltrate Priority’s systems or those of its contracted third parties. Denial of service or other attacks could be launched against Priority for a variety of purposes, including interfering with its services or to create a diversion for other malicious activities. These types of actions and attacks and others could disrupt Priority’s delivery of services or make them unavailable. Any such actions or attacks against Priority or its contracted third parties could hurt its reputation, force it to incur significant expenses in remediating the resulting impacts, expose it to uninsured liability, result in the loss of its bank sponsors or its ability to participate in the payment networks, subject it to lawsuits, fines or sanctions, distract its management or increase its costs of doing business. For example, Priority is presently evaluating whether the recent Spectre and Meltdown threats may require it to replace substantial portions of its current technology hardware and infrastructure in order to mitigate the risk associated with those threats. If it is required to replace a substantial portion of our current technology hardware and infrastructure, either as a result of the Spectre and Meltdown threats or similar future threats, it would likely incur substantial capital expenditures, which may materially and adversely affect its free cash flow and results of operations as a result.

Priority and its contracted third parties could be subject to breaches of security by hackers. Its encryption of data and other protective measures may not prevent unauthorized access to or use of sensitive data. A breach of a system may subject Priority to material losses or liability, including payment network fines, assessments and claims for unauthorized purchases with misappropriated credit, debit or card information, impersonation or other similar fraud claims. A misuse of such data or a cybersecurity breach could harm Priority’s reputation and deter merchants from using electronic payments generally and its services specifically, thus reducing its revenue. In addition, any such misuse or breach could cause Priority to incur costs to correct the breaches or failures, expose it to uninsured liability, increase its risk of regulatory scrutiny, subject it to lawsuits, and result in the imposition of material penalties and fines under state and federal laws or by the payment networks. While Priority maintains insurance coverage that may, subject to policy terms and conditions, cover certain aspects of cyber risks, its insurance coverage may be insufficient to cover all losses. In addition, a significant cybersecurity breach of Priority’s systems or communications could result in payment networks prohibiting it from processing transactions on their networks or the loss of its bank sponsors that facilitate its participation in the payment networks, either of which could materially impede its ability to conduct business.

The confidentiality of the sensitive business information and personal consumer information that resides on Priority’s systems and its associated third parties’ systems is critical to its business. While Priority maintains controls and procedures to protect the sensitive data it collects, it cannot be certain that these measures will be successful or sufficient to counter all current and emerging technology threats that are designed to breach these systems in order to gain access to confidential information. For example, although Priority generally requires that our agreements with distribution partners or its service providers which may have access to merchant or cardholder data include confidentiality obligations that restrict these parties from using or disclosing any merchant or cardholder data except as necessary to perform their services under the applicable agreements, Priority cannot guarantee that these contractual measures will prevent the unauthorized use, modification, destruction or disclosure of data or allow it to seek reimbursement from the contracted party. In addition, many of Priority’s merchants are small and medium businesses that may have limited competency regarding data security and handling requirements and may thus experience data breaches. Any unauthorized use, modification, destruction or disclosure of data could result in protracted and costly litigation, and Priority incurring significant losses.

In addition, Priority’s agreements with its bank sponsors and its third-party payment processors (as well as payment network requirements) require Priority to take certain protective measures to ensure the confidentiality of merchant and consumer data. Any failure to adequately comply with these protective measures could result in fees, penalties, litigation or termination of Priority’s bank sponsor agreements.

Any significant unauthorized disclosure of sensitive data entrusted to Priority would cause significant damage to its reputation and impair its ability to attract new integrated technology and referral partners, and may cause parties with whom Priority already has such agreements to terminate them.

As a result of information security risks, Priority must continuously develop and enhance its controls, processes, and practices designed to protect its computer systems, software, data and networks from attack, damage, or unauthorized access. This continuous development and enhancement will require Priority to expend additional resources, including to investigate and remediate significant information security vulnerabilities detected. Despite its investments in security measures, Priority is unable to assure that any security measures will not be subject to system or human error.

Priority may experience breakdowns in our processing systems that could damage client relations and expose it to liability.

Priority’s core business depends heavily on the reliability of its processing systems. A system outage could have a material adverse effect on its business, financial condition, and results of operations. Not only would Priority suffer damage to its reputation in the event of a system outage, but it may also be liable to third parties. Many of Priority’s contractual agreements with clients require it to pay penalties if its systems do not meet certain operating standards. To successfully operate its business, Priority must be able to protect its processing and other systems from interruption, including from events that may be beyond its control. Events that could cause system interruptions include, but are not limited to, fire, natural disaster, unauthorized entry, power loss, telecommunications failure, computer viruses, terrorist acts, cyber-attacks, and war. Although Priority has taken steps to protect against data loss and system failures, there is still risk that it may lose critical data or experience system failures. To help protect against these events, Priority performs the vast majority of disaster recovery operations itself, but it also utilizes select third parties for certain operations. To the extent Priority outsources its disaster recovery, Priority is at risk of the vendor’s unresponsiveness or other failures in the event of breakdowns in its systems. In addition, Priority’s property and business interruption insurance may not be adequate to compensate it for all losses or failures that may occur.

Governmental regulations designed to protect or limit access to or use of consumer information could adversely affect Priority’s ability to effectively provide its services to merchants.

Governmental bodies in the United States have adopted, or are considering the adoption of, laws and regulations restricting the use, collection, storage, and transfer of, and requiring safeguarding of, non-public personal information. Priority’s operations are subject to certain provisions of these laws. Relevant federal privacy laws include the Gramm-Leach-Bliley Act of 1999, which applies directly to a broad range of financial institutions and indirectly, or in some instances directly, to companies that provide services to financial institutions. These laws and regulations restrict the collection, processing, storage, use and disclosure of personal information, require notice to individuals of privacy practices and provide individuals with certain rights to prevent the use and disclosure of protected information. These laws also impose requirements for safeguarding and proper destruction of personal information through the issuance of data security standards or guidelines.

The Federal Trade Commission’s information safeguarding rules under the Gramm-Leach-Bliley Act require Priority to develop, implement and maintain a written, comprehensive information security program containing safeguards that are appropriate for its size and complexity, the nature and scope of its activities and the sensitivity of any customer information at issue. Priority’s financial institution clients are subject to similar requirements under the guidelines issued by the federal banking regulators. As part of their compliance with these requirements, each of Priority’s financial institution clients is expected to have a program in place for responding to unauthorized access to, or use of, customer information that could result in substantial harm or inconvenience to customers and they are also responsible for Priority’s compliance efforts as a major service provider.  In addition, regulators are proposing new laws or regulations which could require Priority to adopt certain cybersecurity and data handling practices. In many jurisdictions consumers must be notified in the event of a data breach, and such notification requirements continue to increase in scope and cost.  The changing privacy laws in the United States create new individual privacy rights and impose increased obligations on companies handling personal data.

In addition, there are state laws restricting the ability to collect and utilize certain types of information such as Social Security and driver’s license numbers. Certain state laws impose similar privacy obligations as well as obligations to provide notification of security breaches of computer databases that contain personal information to affected individuals, state officers and consumer reporting agencies and businesses and governmental agencies that own data.

In connection with providing services to its merchants, Priority is required by regulations and contracts with its merchants and with its financial institution referral partners to provide assurances regarding the confidentiality and security of non-public consumer information. These contracts require periodic audits by independent companies regarding Priority’s compliance with industry standards and also allow for similar audits regarding best practices established by regulatory guidelines. The compliance standards relate to Priority’s infrastructure, components and operational procedures designed to safeguard the confidentiality and security of non-public consumer personal information shared by its merchants with it. Priority’s ability to maintain compliance with these standards and satisfy these audits will affect its ability to attract, grow and maintain business in the future. If Priority fails to comply with the laws and regulations relating to the protection of data privacy, Priority could be exposed to suits for breach of contract or to governmental proceedings. In addition, Priority’s relationships and reputation could be harmed, which could inhibit its ability to retain existing merchants and distribution partners and obtain new merchants and distribution partners.

If more restrictive privacy laws or rules are adopted by authorities in the future, Priority’s compliance costs may increase and its ability to perform due diligence on, and monitor the risk of, its current and potential merchants may decrease, which could create liability for it. Addi tionally, Priority’s opportunities for growth may be curtailed by its compliance capabilities or reputational harm, and its potential liability for security breaches may increase.

Potential distribution partners and merchants may be reluctant to switch to a new merchant acquirer, which may adversely affect Priority’s growth.

Many potential distribution partners and merchants worry about potential disadvantages associated with switching merchant acquirers, such as a loss of accustomed functionality, increased costs and business disruption. For Priority’s distribution partners, switching to it from another merchant acquirer or integrating with it may be perceived by them as a significant undertaking. As a result, many distribution partners and merchants often resist change. There can be no assurance that Priority’s strategies for overcoming potential reluctance to change vendors or initiate a relationship with Priority will be successful, and this resistance may adversely affect its growth and performance results.

Because Priority relies on third-party vendors to provide products and services, it could be adversely impacted if it fails to fulfill their obligations.

Priority’s business is dependent on third-party vendors to provide it with certain products and services. For example, Priority utilizes First Data and TSYS to provide authorization and settlement services. Priority's current amended and restated processing agreement with First Data was entered into in December 2014 and will remain in effect through December 2019 and automatically renews for successive one year terms thereafter unless either party provides written notice of non-renewal to the other party. Priority's current processing agreement with TSYS was entered into in November 2014 and will remain in effect through December 2019 and automatically renews for successive one year terms thereafter unless either party provides written notice of non-renewal to the other party. In this regard, Priority has provided TSYS with a notice of its intent to terminate the agreement effective as of April 3, 2019, in connection with its intent to negotiate and enter into a new agreement with TSYS. There can be no assurance, however, that Priority will be successful in negotiating or entering into such a subsequent agreement with TSYS, and in the event it is unable to do so, Priority may determine to shift all or a portion of its current TSYS processing work to other providers.

The failure of these vendors, such as First Data and TSYS, to perform their obligations in a timely manner could adversely affect Priority’s operations and profitability. In addition, if Priority is unable to renew its existing contracts with its most significant vendors, such as First Data and TSYS, it might not be able to replace the related product or service at the same cost, which would negatively impact its profitability. Specifically, while Priority believes it would be able to locate alternative vendors to provide substantially similar services at comparable rates, or otherwise replicate such services internally, it is not assured that a change will not be disruptive to Priority's business, which could potentially lead to a material adverse impact on its revenue and profitability until resolved.

Changes in card association and debit network fees or products could increase costs or otherwise limit Priority’s operations.

From time to time, card associations and debit networks increase the organization and/or processing fees (known as interchange fees) that they charge. It is possible that competitive pressures will result in Priority absorbing a portion of such increases in the future, which would increase its operating costs, reduce its profit margin, and adversely affect its business, operating results, and financial condition. In addition, the various card associations and networks prescribe certain capital requirements. Any increase in the capital level required would further limit Priority’s use of capital for other purposes.

Priority is subject to extensive government regulation, and any new laws and regulations, industry standards or revisions made to existing laws, regulations or industry standards affecting the electronic payments industry may have an unfavorable impact on its business, financial condition and results of operations.

Priority is subject to numerous regulations that affect electronic payments including, U.S. financial services regulations, consumer protection laws, escheat regulations, and privacy and information security regulations. Regulation and proposed regulation of its industry has increased significantly in recent years. Changes to statutes, regulations or industry standards, including interpretation and implementation of statutes, regulations or standards, could increase its cost of doing business or affect the competitive balance. For example, the Trump Administration has called for changes in existing regulatory requirements, including those applicable to financial services.

Priority cannot predict the impact, if any, of such changes on its business. It is likely that some policies adopted by the new administration will benefit Priority, while others will negatively affect it. Until Priority knows what changes are adopted, it will not know whether in total it benefits from, or is negatively affected by, the changes. Failure to comply with regulations may have an adverse effect on Priority’s business, including the limitation, suspension or termination of services provided to, or by, third parties, and the imposition of penalties or fines.

Interchange fees, which are typically paid by the payment processor to the issuer in connection with electronic payments, are subject to increasingly intense legal, regulatory, and legislative scrutiny. In particular, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), significantly changed the United States financial regulatory system, including by regulating and limiting debit card fees charged by certain issuers, allowing merchants to set minimum dollar amounts for the acceptance of credit cards and allowing merchants to offer discounts or other incentives for different payment methods.

Rules implementing the Dodd-Frank Act also contain certain prohibitions on payment network exclusivity and merchant routing restrictions. These restrictions could limit the number of debit transactions, and prices charged per transaction, which would negatively affect Priority’s business. The Dodd-Frank Act also created the Consumer Financial Protection Bureau (the “CFPB”), which has assumed responsibility for most federal consumer protection laws, and the Financial Stability Oversight Council, which has the authority to determine whether any non-bank financial company, which may include Priority within the definitional scope, should be supervised by the Board of Governors of the Federal Reserve System (the “Federal Reserve”), because it is systemically important to the United States financial system. Any such designation would result in increased regulatory burdens on Priority’s business, which increases its risk profile and may have an adverse impact on its business, financial condition and results of operations.

Priority and many of our merchants are subject to Section 5 of the Federal Trade Commission Act prohibiting unfair or deceptive acts or practices. That statement and other laws, rules and or regulations, including the Telemarketing Sales Act, may directly impact the activities of certain of Priority’s merchants and, in some cases, may subject Priority, as the merchant’s electronic processor or provider of certain services, to investigations, fees, fines and disgorgement of funds if it were deemed to have improperly aided and abetted or otherwise provided the means and instrumentalities to facilitate the illegal or improper activities of the merchant through its services. Various federal and state regulatory enforcement agencies, including the Federal Trade Commission and state attorneys general, have authority to take action against non-banks that engage in unfair or deceptive practices or violate other laws, rules and regulations and to the extent Priority is processing payments or providing services for a merchant that may be in violation of laws, rules and regulations, it may be subject to enforcement actions and as a result may incur losses and liabilities that may impact its business.

Priority’s business may also be subject to the Fair Credit Reporting Act (the “FCRA”), which regulates the use and reporting of consumer credit information and also imposes disclosure requirements on entities that take adverse action based on information obtained from credit reporting agencies. Priority could be liable if its practices under the FCRA are not in compliance with the FCRA or regulations under it.

Separately, the Housing Assistance Tax Act of 2008 included an amendment to the Internal Revenue Code of 1986, as amended (the “Code”), that requires, the filing of yearly information returns by payment processing entities and third-party settlement organizations with respect to payments made in settlement of electronic payment transactions and third-party payment network transactions occurring in that calendar year. Reportable transactions are also subject to backup withholding requirements. Priority could be liable for penalties if its information returns does not comply with these regulations.

These and other laws and regulations, even if not directed at Priority, may require it to make significant efforts to change its products and services and may require that it incurs additional compliance costs and changes how it prices its services to merchants. Implementing new compliance efforts may be difficult because of the complexity of new regulatory requirements, and may cause Priority to devote significant resources to ensure compliance. Furthermore, regulatory actions may cause changes in business practices by Priority and other industry participants which could affect how Priority markets, prices and distributes its products and services, which could limit its ability to grow, reduce its revenues, or increase its costs. In addition, even an inadvertent failure to comply with laws and regulations, as well as rapidly evolving social expectations of corporate fairness, could damage Priority’s business or its reputation.

Failure to comply with the rules established by payment networks or standards established by third-party processors could result in those networks or processors imposing fines or the networks suspending or terminating Priority’s registrations through its bank sponsors.

In order to provide our merchant acquiring services, Priority is registered through its bank sponsors with the Visa and MasterCard networks as service providers for member institutions. More than $32 billion of Priority’s processing volume in the fiscal year ended December 31, 2017 was attributable to transactions processed on the Visa and MasterCard networks. As such, Priority and its merchants are subject to payment network rules. The payment networks routinely update and modify requirements applicable to merchant acquirers including rules regulating data integrity, third-party relationships (such as those with respect to bank sponsors), merchant chargeback standards and Payment Card Industry and Data Security Standards (the “PCI DSS”). Standards governing Priority’s third-party processing agreements may also impose requirements with respect to compliance with PCI DSS.

If Priority does not comply with the payment network requirements or standards governing its third-party processing agreements, its transaction processing capabilities could be delayed or otherwise disrupted, and recurring non-compliance could result in the payment networks or third-party processors seeking to fine it, the payment networks suspending or terminating Priority’s registrations which allow it to process transactions on their networks, which would make it impossible for Priority to conduct its business on its current scale.

A card association has sent Priority an inquiry regarding a subset of merchants representing approximately 2% of 2017 processing volume for potential noncompliance with card association rules. The card association identified at least one merchant as having engaged in deceptive practices with consumers and being noncompliant with their card association requirements, which resulted in excessive chargebacks.  See the discussion below on chargeback risks in the section entitled “Risk Factors—Fraud by merchants or others could cause us to incur losses.” The card association has also found evidence that certain merchants have engaged in activities that violated certain card association rules, including entering transactions that did not represent bona fide business between the merchant of record and the cardholder, and processing sales for the same cardholder under different merchant accounts over time.  The card association also raised concern about data security failures by merchants or merchant non-compliance with PCI DSS and about a customer relationship vendor that some of its merchants use. 

As a result of these and other findings, Priority took certain corrective actions, after reviewing these merchant accounts for violations of card association rules and our terms of service, including opening duplicate or multiple accounts to avoid compliance with our chargeback limitations.  For additional information on types of merchant fraud, see “Risk Factors—Fraud by merchants or others could cause us to incur losses.” The corrective actions increase the costs of Priority’s compliance program which were passed along to resellers representing these merchants.  As a result of some of these discrete corrective actions as well as standard risk assessment conducted through Priority’s risk management systems, it has terminated certain merchant accounts. Priority continues to evaluate additional existing and new merchant accounts for similar activity, and the number and type of merchants it will onboard in the future could potentially be affected. In addition, if Priority is in the future forced to close a material number of its merchant accounts as a result of separate inquiries from card associations of its own internal risk assessment process, such closures could have a material adverse effect on its business, financial condition, and results of operations. Priority has not been fined by the credit card association, however, had Priority not resolved the issues presented in such notices, Priority may be required to pay a fine.  If in the future Priority is unable to recover fines from or pass-through costs to its merchants and/or resellers, or recover losses under insurance policies, Priority would experience a financial loss, and any such loss could be significant.

Under certain circumstances specified in the payment network rules or our third-party processing agreements, Priority may be required to submit to periodic audits, self-assessments or other assessments of our compliance with the PCI DSS. Such activities may reveal that we have failed to comply with the PCI DSS. In addition, even if Priority complies with the PCI DSS, there is no assurance that Priority will be protected from a security breach. The termination of our registration with the payment networks, or any changes in payment network or issuer rules that limit its ability to provide merchant acquiring services, could have an adverse effect on its payment processing volumes, revenues and operating costs. If an audit or self-assessment under PCI DSS identifies any deficiencies that Priority needs to remediate, the remediation efforts may distract its management team and be expensive and time consuming.

Changes in payment network rules or standards could adversely affect Priority’s business, financial condition and results of operations.

Payment network rules are established and changed from time to time by each payment network as they may determine in their sole discretion and with or without advance notice to their participants. The timelines imposed by the payment networks for expected compliance with new rules have historically been, and may continue to be, highly compressed, requiring Priority to quickly implement changes to its systems which increases the risk of non-compliance with new standards. In addition, the payment networks could make changes to interchange or other elements of the pricing structure of the merchant acquiring industry that would have a negative impact on Priority’s results of operations.

There may be a decline in the use of electronic payments as a payment mechanism for consumers or adverse developments with respect to the electronic payments industry in general which could adversely affect Priority’s business, financial condition and operating results.

Maintaining or increasing Priority’s profitability is dependent on consumers and businesses continuing to use credit, debit and prepaid cards at the same or greater rate than previously. If consumers do not continue to use these cards for their transactions or if there is a change in the mix of payments between cash and electronic payments which is adverse to Priority, its business could decline and we could incur material losses. Regulatory changes may also result in merchants seeking to charge customers additional fees for use of electronic payments. Additionally, in recent years, increased incidents of security breaches have caused some consumers to lose confidence in the ability of retailers to protect their information.

In order to remain competitive and to continue to increase our revenues and earnings, Priority must continually update its products and services, a process which could result in increased costs and the loss of revenues, earnings, merchants and distribution partners if the new products and services do not perform as intended or are not accepted in the marketplace.

The electronic payments industry in which Priority competes is subject to rapid technological changes and is characterized by new technology, product and service introductions, evolving industry standards, changing merchant needs and the entrance of non-traditional competitors. Priority is subject to the risk that its existing products and services become obsolete, and that it is unable to develop new products and services in response to industry demands. Priority’s future success will depend in part on its ability to develop or adapt to technological changes and the evolving needs of its resellers, merchants and the industry at large. Priority is continually involved in many business and technology projects, such as CPX, MX Connect and MX Merchant. MX Connect and MX Merchant provide resellers and merchant clients, a flexible and customizable set of business applications that help better manage critical business work functions and revenue performance using core payment processing as its leverage point. Additionally, CPX provides Accounts Payable (“AP”) automation solutions that offers enterprise clients a bridge for buyer to supplier payments. These may require investment in products or services that may not directly generate revenue. These projects carry the risks associated with any development effort, including difficulty in determining market demand and timing for delivery of new products and services, cost overruns, delays in delivery and performance problems. In addition, new products and offerings may not perform as intended or generate the business or revenue growth expected. Defects in Priority’s software and errors or delays in its processing of electronic transactions could result in additional development costs, diversion of technical and other resources from its other development efforts, loss of credibility with current or potential distribution partners and merchants, harm to its reputation, fines imposed by card networks, or exposure to liability claims. Any delay in the delivery of new products or services or the failure to differentiate Priority’s products and services could render them less desirable, or possibly even obsolete, to its merchants. Additionally, the market for alternative payment processing products and services is evolving, and it may develop too rapidly or not rapidly enough for Priority to recover the costs it has incurred in developing new products and services.

Priority may not be able to continue to expand its share of the existing electronic payments industry or expand into new markets, which would inhibit its ability to grow and increase its profitability.

Priority’s future growth and profitability depend, in part, upon its continued expansion within the markets in which it currently operates, the emergence of other markets for electronic payments and its ability to penetrate these markets and its current distribution partners’ merchant base. Future growth and profitability of Priority’s business may depend upon its ability to penetrate new industries and markets for electronic payments.

Priority’s ability to expand into new industries and markets also depends upon its ability to adapt its existing technology or to develop new technologies to meet the particular needs of each new industry or market. Priority may not have adequate financial or technological resources to develop effective and secure services or distribution channels that will satisfy the demands of these new industries or markets. Penetrating these new industries or markets may also prove to be more challenging or costly or take longer than Priority may anticipate. If Priority fails to expand into new and existing electronic payments industries and markets, it may not be able to continue to grow our revenues and earnings.

Priority’s acquisitions subject it to a variety of risks that could harm its business.

Priority reviews and completes selective acquisition opportunities as part of its growth strategy. There can be no assurances that Priority will be able to complete suitable acquisitions for a variety of reasons, including the identification of and competition for acquisition targets, the need for regulatory approvals, the inability of the parties to agree to the structure or purchase price of the transaction and our inability to finance the transaction on commercially acceptable terms. In addition, any potential acquisition will subject Priority to a variety of other risks:

Additionally, Priority may be unable to maintain uniform standards, controls, procedures and policies as it attempts to integrate the acquired businesses, and this may lead to operational inefficiencies. These factors related to Priority’s acquisition strategy, among others, could have a material adverse effect on its business, financial condition and results of operations.

Potential changes in the competitive landscape, including disintermediation from other participants in the payments value chain, could harm Priority’s business.

Priority expects that the competitive landscape will continue to change, including the following developments:

Failure to compete effectively against any of these competitive threats could have a material adverse effect on Priority’s business, financial condition and results of operations.

Priority may not be able to successfully manage its intellectual property and may be subject to infringement claims.

Priority relies on a combination of contractual rights and copyright, trademark, patent and trade secret laws to establish and protect its proprietary technology. Third parties may challenge, circumvent, infringe or misappropriate Priority’s intellectual property, or such intellectual property may not be sufficient to permit it to take advantage of current market trends or otherwise to provide competitive advantages, which could result in costly redesign efforts, discontinuance of service offerings or other competitive harm. Others, including Priority’s competitors, may independently develop similar technology, duplicate Priority’s services or design around its intellectual property and, in such cases, Priority could not assert its intellectual property rights against such parties. Further, Priority’s contractual arrangements may not effectively prevent disclosure of its confidential information or provide an adequate remedy in the event of unauthorized disclosure of its confidential information. Priority may have to litigate to enforce or determine the scope and enforceability of our intellectual property rights and know-how, which is expensive, could cause a diversion of resources and may not prove successful. Also, because of the rapid pace of technological change in Priority’s industry, aspects of its business and its services rely on technologies developed or licensed by third parties, and Priority may not be able to obtain or continue to obtain licenses and technologies from these third parties on reasonable terms or at all. The loss of intellectual property protection or the inability to license or otherwise use third-party intellectual property could harm Priority’s business and ability to compete.

Priority may also be subject to costly litigation if its services and technology are alleged to infringe upon or otherwise violate a third-party’s proprietary rights. Third parties may have, or may eventually be issued, patents that could be infringed by Priority’s products, services or technology. Any of these third parties could make a claim of infringement against Priority with respect to its products, services or technology. Priority may also be subject to claims by third parties for patent, copyright or trademark infringement, breach of license or violation of other third-party intellectual property rights. Any claim from third parties may result in a limitation on Priority’s ability to use the intellectual property subject to these claims. Additionally, in recent years, individuals and groups have been purchasing intellectual property assets for the sole purpose of making claims of infringement or other violations and attempting to extract settlements from companies like Priority’s. Even if Priority believes that intellectual property related claims are without merit, defending against such claims is time consuming and expensive and could result in the diversion of the time and attention of Priority’s management and employees. Claims of intellectual property infringement or violation also might require Priority to redesign affected products or services, enter into costly settlement or license agreements, pay costly damage awards, or face a temporary or permanent injunction prohibiting Priority from marketing or selling certain of its products or services. Even if Priority has an agreement for indemnification against such costs, the indemnifying party, if any in such circumstances, may be unable to uphold its contractual obligations. If Priority cannot or does not license the infringed technology on reasonable terms or substitute similar technology from another source, Priority’s revenue and earnings could be adversely impacted.

Priority is subject to economic and political risk, the business cycles of its merchants and distribution partners and the overall level of consumer and commercial spending, which could negatively impact its business, financial condition and results of operations.

The electronic payments industry depends heavily on the overall level of consumer, commercial and government spending. Priority is exposed to general economic conditions that affect consumer confidence, consumer spending, consumer discretionary income and changes in consumer purchasing habits. A sustained deterioration in general economic conditions or increases in interest rates could adversely affect Priority’s financial performance by reducing the number or aggregate dollar volume of transactions made using electronic payments. If Priority’s merchants make fewer sales of their products and services using electronic payments, or consumers spend less money through electronic payments, Priority will have fewer transactions to process at lower dollar amounts, resulting in lower revenue. In addition, a weakening in the economy could force merchants to close at higher than historical rates, resulting in exposure to potential losses and a decline in the number of transactions that Priority processes. Priority also has material fixed and semi-fixed costs, including rent, debt service, contractual minimums and salaries, which could limit its ability to quickly adjust costs and respond to changes in its business and the economy.

Global economic, political and market conditions affecting the U.S. markets may adversely affect Priority’s business, results of operations and financial condition, including our revenue growth and profitability.

The current worldwide financial market situation, as well as various social and political tensions in the United States and around the world, may contribute to increased market volatility, may have long-term effects on the United States and may cause economic uncertainties or deterioration in the United States. The U.S. markets experienced extreme volatility and disruption during the economic downturn that began in mid-2007, and the U.S. economy was in a recession for several consecutive calendar quarters during the same period. In addition, the fiscal and monetary policies of foreign nations, such as Russia and China, may have a severe impact on U.S. financial markets.

As a result of the 2016 U.S. election, the Republican Party currently controls both the executive and legislative branches of government, which increases the likelihood that legislation may be adopted that could significantly affect the regulation of U.S. financial markets. Areas subject to potential change, amendment or repeal include the Dodd-Frank Act and the authority of the Federal Reserve and the Financial Stability Oversight Council. The United States may also potentially withdraw from or renegotiate various trade agreements and take other actions that would change current trade policies of the United States. Priority cannot predict which, if any, of these actions will be taken or, if taken, their effect on the financial stability of the United States. Such actions could have a significant adverse effect on Priority’s business, financial condition and results of operations, particularly in view of the regulatory oversight Priority presently faces. Priority cannot predict the effects of these or similar events in the future on the U.S. economy in general, or specifically on its business model or growth strategy, which typically involves the use of debt financing. To the extent a downturn in the U.S. economy impacts Priority’s merchant accounts, regulatory changes increase the burden it faces in operating its business, or disruptions in the credit markets prevent Priority from using debt to finance future acquisitions, Priority’s financial condition and results of operations may be materially and adversely impacted.

A substantial portion of all of Priority’s merchants are small- and medium-sized businesses, which may increase the impact of economic fluctuations and merchant attrition on it.

Priority markets and sells its solutions primarily to SMB merchants. SMB merchants are typically more susceptible to the adverse effects of economic fluctuations than larger businesses. Priority experiences attrition in merchants and merchant charge volume in the ordinary course of business resulting from several factors, including business closures, transfers of merchants’ accounts to its competitors and account closures that it initiates due to heightened credit risks relating to, or contract breaches by, a merchant. Adverse changes in the economic environment or business failures of our SMB merchants may have a greater impact on Priority than on its competitors who do not focus on SMB merchants to the extent that Priority does. Priority cannot accurately predict the level of SMB merchant attrition in the future. If Priority is unable to establish accounts with new merchants or otherwise increase its payment processing volume in order to counter the effect of this attrition, its revenues will decline.

Priority’s systems and its third-party providers’ systems may fail due to factors beyond its control, which could interrupt its service, resulting in its inability to process, cause it to lose business, increase its costs and expose us to liability.

We depend on the efficient and uninterrupted operation of numerous systems, including Priority’s computer network systems, software, data centers and telecommunication networks, as well as the systems and services of its bank sponsors, the payment networks, third-party providers of processing services and other third parties. Priority’s systems and operations or those of its third-party providers, such as its provider of dial-up authorization services, or the payment networks themselves, could be exposed to damage or interruption from, among other things, fire, natural disaster, power loss, telecommunications failure, unauthorized entry, computer viruses, denial-of-service attacks, acts of terrorism, human error or sabotage, financial insolvency and similar events. Priority’s property and business interruption insurance may not be adequate to compensate it for all losses or failures that may occur. At present, Priority’s critical operational systems, such as its payment gateway, are fully redundant, while certain of its less critical systems are not. Therefore, certain aspects of Priority’s operations may be subject to interruption. Also, while Priority has disaster recovery policies and arrangements in place, they have not been tested under actual disasters or similar events.

Defects in Priority’s systems or those of third parties, errors or delays in the processing of payment transactions, telecommunications failures or other difficulties c ould result in failure to process transactions, additional operating and development costs, diversion of technical and other resources, loss of revenue, merchants and distribution partners, loss of merchant and cardholder data, harm to Priority’s business or reputation, exposure to fraud losses or other liabilities and fines and other sanctions imposed by payment networks.

Priority relies on other service and technology providers. If they fail or discontinue providing their services or technology generally or to Priority specifically, its ability to provide services to merchants may be interrupted, and, as a result, its business, financial condition and results of operations could be adversely impacted.

Priority relies on third parties to provide or supplement bankcard processing services and for infrastructure hosting services. Priority also relies on third parties for specific software and hardware used in providing our products and services. The termination by Priority’s service or technology providers of their arrangements with it or their failure to perform their services efficiently and effectively may adversely affect Priority’s relationships with its merchants and, if Priority cannot find alternate providers quickly, may cause those merchants to terminate their relationship with it.

Priority also relies in part on third parties for the development and access to new technologies, or updates to existing products and services for which third parties provide ongoing support, which increases the cost associated with new and existing product and service offerings. Failure by these third-party providers to devote an appropriate level of attention to Priority’s products and services could result in delays in introducing new products or services, or delays in resolving any issues with existing products or services for which third-party providers provide ongoing support.

Fraud by merchants or others could cause Priority to incur losses.

Priority faces potential liability for fraudulent electronic payment transactions initiated by merchants or others. Merchant fraud occurs when a merchant opens a fraudulent merchant account and conducts fraudulent transactions or when a merchant, rather than a customer (though sometimes working together with a customer engaged in fraudulent activities), knowingly uses a stolen or counterfeit card or card number to record a false sales transaction, or intentionally fails to deliver the merchandise or services sold in an otherwise valid transaction. Any time a merchant is unable to fund a chargeback, Priority has a number of contractual arrangements and other means of recourse to mitigate those risks. Nonetheless, there still is loss exposure in the event a merchant is unable to fund a chargeback. Additionally, merchant fraud occurs when employees of merchants change the merchant demand deposit accounts to their personal bank account numbers, so that payments are improperly credited to the employee’s personal account. Priority has established systems and procedures to detect and reduce the impact of merchant fraud, but it cannot be sure that these measures are or will be effective. Failure to effectively manage risk and prevent fraud could increase Priority’s chargeback or other liability.

Priority also has potential liability for losses caused by fraudulent card-based payment transactions. Card fraud occurs when a merchant’s customer uses a stolen card (or a stolen card number in a card-not-present transaction) to purchase merchandise or services. In a card-present transaction, where a merchant has an EMV, or “chip reader”, compliant machine, if the merchant swipes the card and receives authorization for the transaction from the issuer, the issuer remains liable for any loss. In a card-not-pres ent transaction, or where a merchant lacks an EMV-capable machine even if the merchant receives authorization for the transaction, the merchant is liable for any loss arising from the transaction. Many of the merchants that Priority serves transact a substantial percentage of their sales in card-not-present transactions over the internet or in response to telephone or mail orders, which makes these merchants more vulnerable to fraud than merchants whose transactions are conducted largely in card-present transactions.

Priority incurs liability when its merchants refuse or cannot reimburse it for chargebacks resolved in favor of their customers.

Priority has potential liability for chargebacks associated with the transactions it process. If a billing dispute between a merchant and a cardholder is not ultimately resolved in favor of the merchant, the disputed transaction is “charged back” to the merchant’s bank and credited or otherwise refunded to the cardholder. The risk of chargebacks is typically greater with those merchants that promise future delivery of goods and services rather than delivering goods or rendering services at the time of payment. If Priority or its bank sponsors are unable to collect the chargeback from the merchant’s account or reserve account (if applicable), or if the merchant refuses or is financially unable (due to bankruptcy or other reasons) to reimburse the merchant’s bank for the chargeback, Priority may bear the loss for the amount of the refund paid to the cardholder. Any increase in chargebacks not paid by Priority’s merchants could increase its costs and decrease its revenues. Priority has policies to manage merchant-related credit risk and often mitigate such risk by requiring collateral and monitoring transaction activity. Notwithstanding Priority’s programs and policies for managing credit risk, it is possible that a default on such obligations by one or more of Priority’s merchants could have a material adverse effect on its business.

Priority relies on bank sponsors, which have substantial discretion with respect to certain elements of its business practices, in order to process electronic payment transactions. If these sponsorships are terminated and Priority is not able to secure new bank sponsors, Priority will not be able to conduct its business.

Because Priority is not a bank, it is not eligible for membership in the Visa, MasterCard and other payment networks. These networks’ operating regulations require Priority to be sponsored by a member bank in order to process Electronic Payment transactions. Priority is currently registered with Visa and MasterCard through Citizens Bank, Wells Fargo and Synovus Bank. Priority is also subject to network operating rules promulgated by the National Automated Clearing House Association relating to payment transactions processed by it using the Automated Clearing House Network. For ACH payments, Priority’s ACH network (ACH.com) is sponsored by Atlantic Capital Bank, BB&T Bank and MB Financial Bank. From time to time, Priority may enter into other sponsorship relationships as well.

Priority’s bank sponsors may terminate their agreements with us if we materially breach the agreements and do not cure the breach within an established cure period, if our membership with Visa and/or MasterCard terminates, if we enter bankruptcy or file for bankruptcy, or if applicable laws or regulations, including Visa and/or MasterCard regulations, change to prevent either the applicable bank or Priority from performing services under the agreement. If these sponsorships are terminated and Priority is unable to secure a replacement bank sponsor within the applicable wind down period, Priority will not be able to process electronic payment transactions.

Furthermore, Priority’s agreements with its bank sponsors provide the bank sponsors with substantial discretion in approving certain elements of its business practices, including its solicitation, application and underwriting procedures for merchants. Priority cannot guarantee that its bank sponsors’ actions under these agreements will not be detrimental to it, nor can Priority provide assurance that any of its bank sponsors will not terminate their sponsorship of Priority in the future. Priority’s bank sponsors have broad discretion to impose new business or operational requirements on Priority, which may materially adversely affect its business. If Priority’s sponsorship agreements are terminated and Priority is unable to secure another bank sponsor, Priority will not be able to offer Visa or MasterCard transactions or settle transactions which would likely cause Priority to terminate its operations.

Priority’s bank sponsors also provide or supplement authorization, funding and settlement services in connection with its bankcard processing services. If Priority’s sp onsorships agreements are terminated and it is unable to secure another bank sponsor, Priority will not be able to process Visa and MasterCard transactions which would have a material adverse effect on its business, financial condition and results of operations.

Since December 2016, the Office of the Comptroller of the Currency (the “OCC”) has been considering whether to issue a special purpose national bank charter for financial technology companies (“FinTech Charter”). OCC Comptroller Otting has recently suggested that the OCC could publish its position on the proposed charter by July 2018. In the event the OCC begins issuing FinTech Charters, Priority cannot predict which, if any, of its current or future competitors would take advantage of the charter, but such a development could increase the competitive risks discussed above, create new competitive risks such as Priority’s nonbank competitors being able to more easily access the payment networks without the requirement of a bank sponsor, which could provide them with a competitive advantage.

Priority’s risk management policies and procedures may not be fully effective in mitigating its risk exposure in all market environments or against all types of risks.

Priority operates in a rapidly changing industry. Accordingly, its risk management policies and procedures may not be fully effective to identify, monitor, manage and remediate its risks. Some of its risk evaluation methods depend upon information provided by others and public information regarding markets, merchants or other matters that are otherwise inaccessible by Priority. In some cases, that information may not be accurate, complete or up-to-date. Additionally, Priority’s risk detection system is subject to a high degree of “false positive” risks being detected, which makes it difficult for Priority to identify real risks in a timely manner. If Priority’s policies and procedures are not fully effective or Priority is not always successful in capturing all risks to which it is or may be exposed, it may suffer harm to its reputation or be subject to litigation or regulatory actions that materially increase its costs and subject it to reputational damage that could limit its ability to grow and cause it to lose existing merchant clients.

Legal proceedings could have a material adverse effect on Priority’s business, financial condition or results of operations.

In the ordinary course of business, Priority may become involved in various litigation matters, including but not limited to commercial disputes and employee claims, and from time to time may be involved in governmental or regulatory investigations or similar matters arising out of Priority’s current or future business. Any claims asserted against Priority, regardless of merit or eventual outcome, could harm its reputation and have an adverse impact on its relationship with its merchants, distribution partners and other third parties and could lead to additional related claims. Certain claims may seek injunctive relief, which could disrupt the ordinary conduct of Priority’s business and operations or increase its cost of doing business. Priority’s insurance or indemnities may not cover all claims that may be asserted against Priority, and any claims asserted against it, regardless of merit or eventual outcome, may harm its reputation and cause it to expend resources in its defense. Furthermore, there is no guarantee that Priority will be successful in defending itself in future litigation. Should the ultimate judgments or settlements in any pending litigation or future litigation or investigation significantly exceed Priority’s insurance coverage, they could have a material adverse effect on its business, financial condition and results of operations.

Priority’s Executive Chairman, Thomas Priore, is presently subject to an SEC civil order pertaining to his prior involvement with a registered investment adviser, which could heighten the regulatory scrutiny of the combined company, and also raise concerns among prospective investors subsequent to completion of the Business Combination.

On June 21, 2010, the SEC filed a civil lawsuit against ICP Asset Management ("ICP") and Thomas Priore in his role as majority owner, President and Chief Investment Officer of ICP’s registered investment advisor. The SEC principally alleged that portfolio rebalancing trades executed by ICP at the height of the credit crisis, in connection with its management of the assets of four collateralized debt obligation vehicles (the Triaxx “CDOs"), violated certain fiduciary duties and obligations under the CDOs' trust indentures. The SEC contended that certain trades executed by ICP at purchase prices between the CDO trusts, should have been executed at then prevailing market prices and on an arms' length basis, and, by failing to do so, ICP caused the CDOs to overpay for securities in violation of its fiduciary duty. The SEC further alleged that the nature of certain trades were mischaracterized to investors and executed without requisite approvals from the CDOs' trustee. On August 14, 2012 Mr. Priore and ICP agreed to a civil settlement with regulators without admitting or denying the allegations, consenting to the entry of a civil order by the SEC. On March 11, 2015 the administrative settlement was entered pertaining to the SEC Order that barred Mr. Priore from associating with any broker, dealer, investment adviser, municipal securities dealer or transfer agent, and from participating in any offering involving a penny stock, for a minimum of five years from the date of the SEC Order with the right to apply to the applicable regulatory body for reentry thereafter.  The SEC Order does not, nor has it ever, prohibited Thomas Priore’s involvement with Priority, or his service as Executive Chairman of the combined company subsequent to the Business Combination. Nevertheless, it could serve to heighten the regulatory scrutiny faced by the combined company or investor sentiment pertaining to the Business Combination. During such time that the SEC bar remains in effect, the combined company will be required to monitor if any future offerings of its stock might be considered an offering of “penny stock” which would be prohibited under the bar. In addition, while the SEC bar remains in effect, Mr. Priore is prohibited from owning a controlling equity stake in or operating a securities broker dealer, investment adviser, municipal securities dealer or transfer agent. The SEC bar does not, however, impact Priority's current business, or any of its contemplated operations subsequent to completion of the Business Combination.

The loss of, for example, key personnel or of Priority’s ability to attract, recruit, retain and develop qualified employees could adversely affect its business, financial condition and results of operations.

Priority’s success depends upon the continued services of its senior management and other key personnel who have substantial experience in the electronic payments industry and the markets in which Priority offers its services. In addition, Priority’s success depends in large part upon the reputation within the industry of its senior managers who have developed relationships with its distribution partners, payment networks and other payment processing and service providers. Further, in order for Priority to continue to successfully compete and grow, it must attract, recruit, develop and retain personnel who will provide Priority with expertise across the entire spectrum of its intellectual capital needs. Priority’s success is also dependent on the skill and experience of its sales force, which Priority must continuously work to maintain. While Priority has many key personnel who have substantial experience with its operations, Priority must also develop its personnel to provide succession plans capable of maintaining the continuity of its operations. The market for qualified personnel is competitive, and Priority may not succeed in recruiting additional personnel or may fail to effectively replace current personnel who depart with qualified or effective successors.

In addition, Priority relies heavily on several senior key directors and executive officers, including its Executive Chairman, Thomas Priore, and its Chief Executive Officer, John Priore, each of whom helped found Priority. Priority’s future success will continue to depend on the diligence, skill, network of business contacts and continued service of Thomas Priore and John Priore, together with members of our senior management team. Priority cannot assure you that unforeseen business, medical, personal or other circumstances would not lead any such individual to terminate his relationship with Priority. The loss of Thomas Priore or John Priore, or any of the members of our senior management team, could have a material adverse effect on Priority’s ability to achieve its growth strategy as well as on its future financial condition and results of operations. Failure to retain or attract key personnel could impede Priority’s ability to grow and could result in its inability to operate its business profitably. In addition, contractual obligations related to confidentiality, assignment of intellectual property rights, and non-solicitation may be ineffective or unenforceable and departing employees may share Priority’s proprietary information with competitors in ways that could adversely impact Priority or seek to solicit its distribution partners or merchants or recruit its key personnel to competing businesses.

Priority’s business and operations could be negatively affected if it becomes subject to any securities litigation or shareholder activism, which could cause it to incur significant expense, hinder execution of business and growth strategy and impact its stock price.

In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. Shareholder activism, which could take many forms or arise in a variety of situations, has been increasing recently . Once Priority becomes publicly listed, volatility in its stock price or other reasons may in the future cause it to become the target of securities litigation or shareholder activism. Securities litigation and shareholder activism, including potential proxy contests, could result in substantial costs and divert Priority’s management’s and board of directors’ attention and resources from its business. Additionally, such securities litigation and shareholder activism could give rise to perceived uncertainties as to Priority’s future, adversely affect its relationships with service providers and make it more difficult to attract and retain qualified personnel. Also, Priority may be required to incur significant legal fees and other expenses related to any securities litigation and activist shareholder matters. Further, Priority’s stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any securities litigation and shareholder activism.

Changes in tax laws and regulations could adversely affect Priority’s results of operations and cash flows from operations.

Priority’s operations are subject to tax by federal, state, local, and international taxing jurisdictions. Changes in tax laws in Priority’s significant tax jurisdictions could materially increase the amount of taxes it owes, thereby negatively impacting its results of operations as well as its cash flows from operations. For example, restrictions on the deductibility of interest expense in a U.S. jurisdiction without a corresponding reduction in statutory tax rates could negatively impact Priority’s effective tax rate, financial position, results of operations, and cash flows in the period that such a change occurs and future periods.

Risk Relating to Indebtedness of the Combined Company

The combined company will face risks related to its substantial indebtedness.

In connection with the Business Combination, all of Priority’s existing indebtedness will be assumed by the combined company. As of March 31, 2018, Priority had $351.1 million of indebtedness. Long-term debt increased by $68.0 million as of March 31, 2018, from $283.1 million as of December 31, 2017. The increased debt was attributable to a debt upsizing in January 2018. In addition, Priority has $25 million of availability under its revolving credit facility, which was undrawn and fully available as of March 31, 2018. Priority’s total interest expense was $23.8 million, $4.1 million and $3.5 million in 2017, 2016 and 2015, respectively. In the future, we may elect to use additional forms of indebtedness, including publicly or privately offered notes, which may further increase our levels of indebtedness. See “ Management’s Discussion and Analysis of Financial Condition and Results of Operations of Priority — Liquidity and Capital Resources ” for a description of Priority’s existing credit facilities.

The combined company ’s current and future levels of indebtedness could have important consequences to the combined company, including, but not limited to:

Substantially all of our indebtedness is floating rate debt. As a result, an increase in interest rates generally, such as those we have recently experienced, would adversely affect the combined company’s profitability. We may enter into pay-fixed interest rate swaps to limit our exposure to changes in floating interest rates. Such instruments may result in economic losses should interest rates decline to a point lower than our fixed rate commitments. We would be exposed to credit-related losses, which could impact the results of operations in the event of fluctuations in the fair value of the interest rate swaps due to a change in the credit worthiness or non-performance by the counterparties to the interest rate swaps.

Priority and, following the Business Combination, the combined company will be able to incur substantial additional indebtedness in the future. Although the agreements governing Priority’s existing indebtedness contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to several significant qualifications and exceptions and, under certain circumstances, the amount of indebtedness that could be incurred in compliance with these restrictions could be substantial.

Upon the occurrence of an event of default under the credit agreements relating to Priority’s credit facilities or any future debt instruments we may issue, the lenders thereunder could elect to accelerate payments due and terminate all commitments to extend further credit. Consequently, we may not have sufficient assets to repay amounts then outstanding under any such indebtedness.

Under the terms of Priority’s existing credit facilities, upon the occurrence of an event of default, the lenders will be able to elect to declare all amounts outstanding under such credit facilities to be immediately due and payable and terminate all commitments to lend additional funds. Among other reasons, an event of default could be declared by the lenders in the event we fail to pay when due the interest, principal of or premium on any loan, we fail to comply with certain financial and operational covenants or any negative covenant, or event of default with respect to certain other credit facilities or debt instruments we may issue in the future.

Any future credit facilities or debt instruments we may issue will likely contain similar, or potentially more expansive, events of default as compared to those set forth in the terms of Priority’s existing credit facilities, including those breach or defaults with respect to any of our other outstanding debt instruments. Priority’s existing credit facilities are secured by a pledge of substantially all of its assets and any indebtedness we incur in the future may also be secured.

The credit agreements governing Priority’s existing credit facilities and any other debt instruments we may issue in the future will contain restrictive covenants that may impair our ability to conduct business.

The credit agreements governing Priority’s existing credit facilities contain operating covenants and financial covenants that may limit management’s discretion with respect to certain business matters after completion of the Business Combination. In addition, any debt instruments we may issue in the future will likely contain similar operating and financial covenants restricting the combined company’s business. Among other things, these covenants will restrict our ability to:

In addition, we will be required to comply with certain restrictions on the ratio of our indebtedness to our Earnout Adjusted EBITDA (as defined in the credit agreements governing Priority’s existing credit facilities). As a result of these covenants and restrictions, we will be limited in our ability to pay dividends or buy back stock and how we conduct our business, and we may be unable to raise additional debt or other financings to compete effectively or to take advantage of new business opportunities. The terms of any future indebtedness we may incur could also include even more restrictive covenants. Failure to comply with such restrictive covenants may lead to default and acceleration and may impair our ability to conduct business. We may not be able to maintain compliance with these covenants in the future and, if we fail to do so, that we will be able to obtain waivers from the lenders and/or amend the covenants, which may result in foreclosure on our assets and our common stock becoming worthless. See “ Management’s Discussion and Analysis of Financial Condition and Results of Operations of Priority — Liquidity and Capital Resources ” for a description of Priority’s existing credit facilities.

Risk Factors Relating to M I Acquisitions

M I Acquisitions will be forced to liquidate the trust account if it cannot consummate a business combination by September 17, 2018, absent the approval of M I Acquisitions’ stockholders for a further extension. In the event of a liquidation, M I Acquisitions’ stockholders will receive $10.507 per share and the M I Acquisitions’ warrants will expire worthless.

We previously extended the time to complete an initial business combination to June 19, 2018 by depositing a total of $398,259 into our trust account. On June 15, 2018, M I Acquisitions further extended the time to complete a business combination to September 17, 2018, pursuant to a vote of its stockholders. No additional consideration was paid for the extension of such deadline to September 17, 2018. If M I Acquisitions is unable to complete a business combination by September 17, 2018 and is forced to liquidate, the per-share liquidation distribution will be approximately $10.507. Furthermore, there will be no distribution with respect to the M I Acquisitions’ warrants, which will expire worthless as a result of M I Acquisitions’ failure to complete a business combination.

If third parties bring claims against M I Acquisitions, the proceeds held in trust could be reduced and the per-share liquidation price received by M I Acquisitions’ stockholders may be less than $ 10.507 .

M I Acquisitions’ placing of funds in trust may not protect those funds from third-party claims against M I Acquisitions. Although M I Acquisitions has received from many of the vendors, service providers (other than its independent accountants) and prospective target businesses with which it does business executed agreements waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of M I Acquisitions’ Public Stockholders, they may still seek recourse against the trust account. Additionally, a court may not uphold the validity of such agreements. Accordingly, the proceeds held in trust could be subject to claims which could take priority over those of M I Acquisitions’ Public Stockholders. If M I Acquisitions liquidates the trust account before the completion of a business combination and distributes the proceeds held therein to its Public Stockholders, its insiders have contractually agreed that they will be liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us, but only if such a vendor or prospective target business does not execute such a waiver. However, M I Acquisitions cannot assure you that they will be able to meet such obligation. Therefore, the per-share distribution from the trust account for our stockholders may be less than $10.507 due to such claims.

Additionally, if M I Acquisitions is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in M I Acquisitions’ bankruptcy estate and subject to the claims of third parties with priority over the claims of its stockholders. To the extent any bankruptcy claims deplete the trust account, M I Acquisitions may not be able to return $10.507 to our Public Stockholders.

Any distributions received by M I Acquisitions stockholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, M I Acquisitions was unable to pay its debts as they fell due in the ordinary course of business.

Our Current Certificate of Incorporation provides that M I Acquisitions will continue in existence only until September 17, 2018. We previously extended the time to complete an initial business combination to June 19, 2018 by depositing a total of $398,259 into our trust account. On June 15, 2018, M I Acquisitions further extended the time to complete a business combination to September 17, 2018, pursuant to a vote of its stockholders. No additional consideration was paid for the extension of such deadline to September 17, 2018. Shareholders redeemed a total of 377,231 public shares at a price per share of $10.507 (or approximately $3,963,539 in aggregate) in connection with the vote to extend the liquidation date to September 17, 2018.

If M I Acquisitions is unable to consummate a transaction within the required time periods, upon notice from M I Acquisitions, the trustee of the trust account will distribute the amount in its trust account to its Public Stockholders. Concurrently, M I Acquisitions shall pay, or reserve for payment, from funds not held in trust, its liabilities and obligations, although M I Acquisitions cannot assure you that there will be sufficient funds for such purpose. If there are insufficient funds held outside the trust account for such purpo se, M I Acquisitions’ insiders have contractually agreed that, if it liquidates prior to the consummation of a business combination, they will be liable to ensure that the proceeds in the trust account are not reduced by the claims of Target businesses or claims of vendors or other entities that are owed money by M I Acquisitions for services rendered or contracted for or products sold to it, but only if such a vendor or prospective target business does not execute such a waiver.

Thereafter, M I Acquisitions’ sole business purpose will be to dissolve through the voluntary liquidation procedure under the DGCL. In such a situation under the DGCL, a liquidator would be appointed and would give at least 21 days’ notice to creditors of his intention to make a distribution by notifying known creditors (if any) and by placing a public advertisement, although in practice this notice requirement need not necessarily delay the distribution of assets as the liquidator may be satisfied that no creditors would be adversely affected as a consequence of a distribution before this time period has expired. As soon as the affairs of M I Acquisitions are fully wound-up, the liquidator must lay his final report and accounts before a final general meeting which must be called by a public notice at least one month before it takes place. After the final meeting, the liquidator must make a return to the Registrar confirming the date on which the meeting was held and three months after the date of such filing the company is dissolved. It is M I Acquisitions’ intention to liquidate the trust account to its Public Stockholders as soon as reasonably possible and M I Acquisitions’ insiders have agreed to take any such action necessary to liquidate the trust account and to dissolve the company as soon as reasonably practicable if M I Acquisitions does not complete a business combination within the required time period. Pursuant to our Current Certificate of Incorporation, failure to consummate a business combination by September 17, 2018, will trigger an automatic winding up of M I Acquisitions.

If M I Acquisitions is forced to enter into an insolvent liquidation, any distributions received by M I Acquisitions stockholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, M I Acquisitions was unable to pay its debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover all amounts received by M I Acquisitions’ stockholders. Furthermore, M I Acquisitions’ board may be viewed as having breached their fiduciary duties to its creditors and/or may have acted in bad faith, and thereby exposing itself and M I Acquisitions to claims of damages, by paying Public Stockholders from the trust account prior to addressing the claims of creditors. M I Acquisitions cannot assure you that claims will not be brought against it for these reasons.

If M I Acquisitions’ due diligence investigation of Priority was inadequate, then stockholders of M I Acquisitions following the Business Combination could lose some or all of their investment.

Even though M I Acquisitions conducted a due diligence investigation of Priority, it cannot be sure that this diligence uncovered all material issues that may be present inside Priority or its business, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Priority and its business and outside of its control will not later arise.

All of M I Acquisitions’ officers and directors own M I Acquisitions common stock and M I Acquisitions units which will not participate in liquidation distributions and, therefore, they may have a conflict of interest in determining whether the business combination is appropriate.

All of M I Acquisitions’ officers and directors own an aggregate of 1,748,634 shares of M I Acquisitions common stock, but have agreed to sell 453,210 shares of common stock, 421,107 shares of units, and forfeit 174,863 founder’s shares, after which point such individuals will own an aggregate of 699,454 shares of M I Acquisitions common stock. Furthermore, M I Acquisitions’ offers and directors have waived their right to redeem these shares, or to receive distributions with respect to these shares upon the liquidation of the trust account if M I Acquisitions is unable to consummate a business combination. Accordingly, the M I Acquisitions common stock, as well as the M I Acquisitions units purchased by our officers or directors, will be worthless if M I Acquisitions does not consummate a business combination. Based on a closing sales price of $10.50 per M I Acquisitions share of common stock and $1.51 per warrant on the Record Date, the value of these shares and units was approximately $18,996,529. The M I Acquisitions common stock acquired prior to the IPO, as well as the M I Acquisitions units will be worthless if M I Acquisitions does not consummate a business combination. Consequently, our directors’ and officers’ discretion in identifying and selecting Priority as a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of the Business Combination are appropriate and in M I Acquisitions’ stockholders’ best interest.

M I Acquisitions’ stockholders, together with any affiliates of theirs or any other person with whom they are acting in concert or as a “group” with, are restricted from seeking redemption rights with respect to more than 20% of the shares of M I Acquisitions common stock sold in the IPO.

M I Acquisitions is offering each of its Public Stockholders (but not its Initial Stockholders) the right to have his, her, or its common stock redeemed for cash. Notwithstanding the foregoing, a public stockholder of M I Acquisitions, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” will be restricted from seeking redemption rights with respect to more than 20% of the M I Acquisitions common stock sold in the IPO. Accordingly, if you beneficially own more than 20% of the M I Acquisitions common stock sold in the IPO and the Business Combination is approved, you will not be able to seek redemption rights with respect to the full amount of your M I Acquisitions common stock and may be forced to hold such additional shares of M I Acquisitions common stock or sell them in the open market. M I Acquisitions cannot assure you that the value of such additional shares of M I Acquisitions common stock will appreciate over time following the Business Combination or that the market price of M I Acquisitions’ common stock will exceed the redemption price.

M I Acquisitions is requiring stockholders who wish to redeem their common stock in connection with a proposed business combination to comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their rights.

M I Acquisitions is requiring stockholders who wish to redeem their common stock to (x) in the case of certificated shares, tender their certificates to our transfer agent or (y) in the case of shares held in book-entry form, deliver their shares to the transfer agent electronically using the Depository Trust Company’s, or DTC, DWAC (Deposit/Withdrawal At Custodian) System, in each case by the business day immediately preceding the consummation of the proposed Business Combination. In order to obtain a physical certificate, a stockholder’s broker and/or clearing broker, DTC and M I Acquisitions’ transfer agent will need to act to facilitate this request. It is M I Acquisitions’ understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because we do not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. While we have been advised that it takes a short time to deliver shares through the DWAC System, we cannot assure you of this fact. Accordingly, if it takes longer than M I Acquisitions anticipates for stockholders to deliver their common stock, stockholders who wish to redeem may be unable to meet the deadline for exercising their redemption rights and thus may be unable to redeem their common stock.

M I Acquisitions will require its stockholders who wish to tender their common stock for redemption in connection with the Business Combination to comply with specific requirements for redemption described above, such redeeming stockholders may be unable to sell their securities when they wish to in the event that the Business Combination is not consummated.

If M I Acquisitions requires Public Stockholders who wish to redeem their common stock in connection with the proposed Business Combination to comply with specific requirements for redemption as described above and the Business Combination is not consummated, M I Acquisitions will promptly return such certificates to its Public Stockholders. Accordingly, investors who attempted to redeem their common stock in such a circumstance will be unable to sell their securities after the failed acquisition until M I Acquisitions has returned their securities to them. The market price for M I Acquisitions’ common stock may decline during this time and you may not be able to sell your securities when you wish to, even while other stockholders that did not seek redemption may be able to sell their securities.

M I Acquisitions’ Initial Stockholders, including its officers and directors, control a substantial interest in M I Acquisitions and thus may influence certain actions requiring a stockholder vote.

M I Acquisitions’ Initial Stockholders, including all of its officers and directors, collectively own approximately 26.2% of its issued and outstanding common stock, but have agreed to sell 453,210 shares of common stock, 421,107 shares of units, and forfeit 174,863 founder’s shares, after which point such individuals will own approximately 10.5% of M I Acquisitions issued and outstanding common stock. However, if a significant number of stockholders vote, or indicate an intention to vote, against the Business Combination, M I Acquisitions’ officers, directors, Initial Stockholders or their affiliates could make such purchases in the open market or in private transactions in order to influence the vote. M I Acquisitions’ Initial Stockholders have agreed to vote any shares they own in favor of the Business Combination.

If M I Acquisitions’ security holders exercise their registration rights with respect to their securities, it may have an adverse effect on the market price of M I Acquisitions’ securities.

M I Acquisitions’ Initial Stockholders are entitled to make a demand that it register the resale of their initial shares at any time commencing three months prior to the date on which their shares may be released from escrow. Additionally, the purchasers of M I Acquisitions units sold in an offering that was consummated simultaneously with the IPO or the M I Acquisitions unit offering, are entitled to demand that M I Acquisitions register the resale of their units and underlying common stock at any time after M I Acquisitions consummates a business combination. If such persons exercise their registration rights with respect to all of their securities, then there will be an additional 2,169,741 shares of M I Acquisitions common stock eligible for trading in the public market. The presence of these additional shares of common stock trading in the public market may have an adverse effect on the market price of M I Acquisitions’ securities.

M I Acquisitions will not obtain an opinion from an unaffiliated third-party as to the fairness of the Business Combination to its stockholders.

M I Acquisitions is not required to obtain an opinion from an unaffiliated third-party that the price it is paying is fair to its Public Stockholders from a financial point of view. M I Acquisitions’ Public Stockholders, therefore, must rely solely on the judgment of the board of directors. However, the members of M I Acquisitions’ management team and board of directors are not experts in conducting valuation analysis and, therefore, it is possible that they have inaccurately determined Priority’s value.

In addition, M I Acquisitions’ management and directors have interests in and arising from the Business Combination that are different from, or in addition to, your interests as a stockholder, which could result in a real or perceived conflict of interest. Therefore, in the absence of a fairness opinion, no independent third party has conducted an analysis of the value of Priority.

If the Business Combination’s benefits do not meet the expectations of financial or industry analysts, the market price of M I Acquisitions’ securities may decline.

The market price of M I Acquisitions’ securities may decline as a result of the Business Combination if:

Accordingly , investors may experience a loss as a result of decreasing stock prices.

M I Acquisitions’ directors and officers may have certain conflicts in determining to recommend the acquisition of Priority, since certain of their interests, and certain interests of their affiliates and associates, are different from, or in addition to, your interests as a stockholder.

M I Acquisitions’ management and directors have interests in and arising from the Business Combination that are different from, or in addition to, your interests as a stockholder, which could result in a real or perceived conflict of interest. These interests include the fact that certain of the M I Acquisitions common stock owned by M I Acquisitions’ management and directors, or their affiliates and associates, would become worthless if the Business Combination Proposal and related proposals are not approved and M I Acquisitions otherwise fails to consummate a business combination prior to its liquidation date.

M I Acquisitions will incur significant transaction costs in connection with transactions contemplated by the Purchase Agreement.

M I Acquisitions will incur significant transaction costs in connection with the Business Combination. If the Business Combination is not consummated, M I Acquisitions may not have sufficient funds to seek an alternative business combination and may be forced to liquidate and dissolve.

Risk Factors Relating to the Business Combination and the Ownership of Our Common stock

M I Acquisitions and Priority have incurred and expect to incur significant costs associated with the Business Combination. Upon the completion of the Business Combination, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by the combined company when the Business Combination is completed.

M I Acquisitions and Priority expect to incur significant costs associated with the Business Combination. Upon the completion of the Business Combination , M I Acquisitions expects to incur approximately $12.3 million in fees and expenses. These expenses will reduce the amount of cash available to be used for other corporate purposes by the combined company when the Business Combination is completed.

In the event that a significant number of shares of M I Acquisitions common stock are redeemed, its stock may become less liquid following the Business Combination.

If a significant number of shares of M I Acquisitions common stock are redeemed, M I Acquisitions may be left with a significantly smaller number of stockholders. As a result, trading in the shares of the post-transaction entity following the Business Combination may be limited and your ability to sell your shares in the market could be adversely affected.

A market for our securities may not continue, which would adversely affect the liquidity and price of our securities.

Following the Business Combination, the price of our securities may fluctuate significantly due to the market’s reaction to the Business Combination and general market and economic conditions. An active trading market for our securities following the Business Combination may never develop or, if developed, it may not be sustained. In addition, the price of our securities after the Business Combination can vary due to general economic conditions and forecasts, our general business condition and the release of our financial reports. Additionally, if our securities are not listed on, or become delisted from, NASDAQ for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of our securities may be more limited than if we were quoted or listed on NASDAQ or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

M I Acquisitions may waive one or more of the conditions to the Business Combination without resoliciting stockholder approval for the Business Combination.

M I Acquisitions may agree to waive, in whole or in part, some of the conditions to its obligations to complete the Business Combination, to the extent permitted by applicable laws. The board of directors of M I Acquisitions will evaluate the materiality of any waiver to determine whether amendment of this proxy statement and re-solicitation of proxies is warranted. In some instances, if the board of directors of M I Acquisitions determines that a waiver is not sufficiently material to warrant re-solicitation of stockholders, M I Acquisitions has the discretion to complete the Business Combination without seeking further stockholder approval. For example, it is a condition to M I Acquisitions’ obligations to close the Business Combination that there be no restraining order, injunction or other order restricting Priority’s conduct of its business, however, if the board of directors of M I Acquisitions determines that any such order or injunction is not material to the business of Priority, then the board may elect to waive that condition and close the Business Combination.

There will be a substantial number of shares of M I Acquisitions’ common stock available for sale in the future that may adversely affect the market price of M I Acquisitions common stock.

There may be a large number of shares of common stock sold in the market following the completion of the Business Combination or shortly thereafter. Assuming there are no adjustments to the consideration payable to Sellers at the closing of the Business Combination , we will have approximately 66,369,994 shares of common stock outstanding after the Business Combination. The 4,932,878 shares (assuming no redemptions) held by the Company’s public stockholders will continue to be freely tradeable.

The shares held by our Initial Stockholders and the shares that will be issued to the Sellers in the Business Combination will be subject to certain restrictions on resale. However, we have granted our Initial Stockholders and Sellers rights under registration rights agreements that will require us to register the shares of common stock and warrants held by such persons. See “Special Meeting of M I Acquisitions Stockholders — M I Acquisitions Initial Stockholders” and “The Purchase Agreement — Registration Rights Agreement.” The availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of M I Acquisitions’ shares.

M I Acquisitions’ stockholders ownership interests will be diluted as a consequence of the issuance of common stock as consideration in the Business Combination.

After the Business Combination, assuming no redemptions of common stock for cash, M I Acquisitions’ current Public Stockholders will own approximately 7.4% of the combined company, M I Acquisitions’ current directors, officers and affiliates will own approximately 1.1% of the combined company, and the Sellers (including the holders receiving shares distributed by PIH) will own approximately 91.5% of the combined company. These ownership percentages take into account the vested Founder Shares and assume that no shares of common stock are elected to be redeemed by the Company’s Public Stockholders, 59,863,345 shares of common stock are issued to the Sellers at Closing, and M I Acquisitions does not issue any additional common stock between the date of the Purchase Agreement and the Closing Date. The above-stated ownership percentages with respect to the combined company do not take into account (a) warrants that will remain outstanding immediately following the Business Combination or (b) the issuance of any shares under the 2018 Equity Incentive Plan, a copy of which is attached to this proxy statement as Annex G. If the actual facts are different from these assumptions (which they are likely to be), the ownership percentage retained by M I Acquisitions’ Public Stockholders in the combined company will be different from the above-stated ownership percentage. Please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for further information. To the extent that any shares of common stock are issued pursuant to the earn-out contemplated by the Purchase Agreement, upon exercise of the public warrants or the private warrants or under the 2018 Equity Incentive Plan, current stockholders may experience substantial additional dilution. Such dilution could, among other things, limit the ability of our current stockholders to influence management of the combined company.

Our stock price may change significantly following the Business Combination, and you may not be able to resell shares of our common stock at or above the price you paid or at all, and you could lose all or part of your investment as a result.

The trading price of our common stock is likely to be volatile. The stock market recently has experienced volatility. This volatility often has been unrelated or disproportionate to the operating performance of particular companies. You may not be able to resell your shares at or above the initial price you paid due to a number of factors such as those listed in “—Risks Related to Priority’s Business” and the following:

These broad market and industry fluctuations may adversely affect the market price of our common stock, regardless of our actual operating performance. In addition, price volatility may be greater if the public float and trading volume of our common stock is low.

In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If we were involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation.

Because we have no current plans to pay cash dividends on our common stock for the foreseeable future, you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it.

We intend to retain future earnings, if any, for future operations, expansion, and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. The declaration, amount, and payment of any future dividends on shares of common stock will be at the sole discretion of our board of directors. Our board of directors may take into account general and economic conditions, our financial condition, and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions, implications on the payment of dividends by us to our stockholders or by our subsidiaries to us, and such other factors as our board of directors may deem relevant. In addition, our ability to pay dividends is limited by covenants of our existing and outstanding indebtedness and may be limited by covenants of any future indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in our common stock unless you sell our common stock for a price greater than that which you paid for it.

If securities analysts do not publish research or reports about our business or if they downgrade our stock or our sector, our stock price and trading volume could decline.

The trading market for our common stock will rely in part on the research and reports that industry or financial analysts publish about us or our business. We do not control these analysts. Furthermore, if one or more of the analysts who do cover us downgrades our stock or our industry, or the stock of any of our competitors, or publish inaccurate or unfavorable research about our business, the price of our stock could decline. If one or more of these analysts ceases coverage of the combined company or fails to publish reports on us regularly, we could lose visibility in the market, which in turn could cause our stock price or trading volume to decline.

Anti-takeover provisions in our organizational documents could delay or prevent a change of control.

Certain provisions of our Proposed Amended and Restated Certificate of Incorporation and our Proposed Amended and Restated Bylaws may have an anti-takeover effect and may delay, defer, or prevent a merger, acquisition, tender offer, takeover attempt, or other change of control transaction that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by our stockholders.

These provisions provide for, among other things:

The provisions requiring 66 2⁄3% approval if the Priority Holders hold less than 40% of our outstanding shares of common stock will give the Priority Holders significant influence over the vote on these items even after the Priority Holders own less than a majority of our outstanding shares of common stock.

In addition, these anti-takeover provisions could make it more difficult for a third-party to acquire us, even if the third-party’s offer may be considered beneficial by many of our stockholders. As a result, our stockholders may be limited in their ability to obtain a premium for their shares. For further information, please see “Description of M I Acquisitions’ Securities,” “Proposal No. 2 – The Authorized Share Increase Proposal,” “Proposal No. 3 – The Board Declassification Proposal,” “Proposal No. 5 – The Voting Threshold Proposal,” “Proposal No. 5 – The Section 203 Proposal” and “Proposal No. 6 – The Additional Amendments Proposal.”

Our Proposed Amended and Restated Certificate of Incorporation will designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.

Our Proposed Amended and Restated Certificate of Incorporation will provide that, subject to limited exceptions, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any (i) derivative action or proceeding brought on behalf of our Company, (ii) action asserting a claim of breach of a fiduciary duty owed by any director, officer or stockholder of our Company to the Company or the Company’s stockholders, (iii) action asserting a claim against the Company or any director, officer or stockholder of the Company arising pursuant to any provision of the DGCL or our Proposed Amended and Restated Certificate of Incorporation or our Proposed Amended and Restated Bylaws, or (iv) action asserting a claim against the Company or any director, officer or stockholder of the Company governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and to have consented to the provisions of our Proposed Amended and Restated Certificate of Incorporation described above. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and employees. Alternatively, if a court were to find these provisions of our Proposed Amended and Restated Certificate of Incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition.

We believe that our stockholders will benefit from having any such disputes litigated in the Court of Chancery of the State of Delaware. Although some plaintiffs might prefer to litigate matters in a forum outside of Delaware because another court may be more convenient or because they believe another court would be more favorable to their claims, we believe that the benefits to the Company and its stockholders outweigh these concerns. Delaware offers a system of specialized courts to deal with corporate law questions, with streamlined procedures and processes which help provide relatively quick decisions. These courts have developed considerable expertise in dealing with corporate law issues, as well as a substantial and influential body of case law construing Delaware’s corporate law and long-standing precedent regarding corporate governance. In addition, the adoption of this provision would reduce the risk that the Company could be involved in duplicative litigation in more than one forum, as well as the risk that the outcome of cases in multiple forums could be inconsistent, even though each forum purports to follow Delaware law. The enforceability of similar exclusive jurisdiction provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with any action, a court could find the exclusive jurisdiction provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in such action. However, given the decisions of the Court of Chancery of the State of Delaware in 2013 upholding similar provisions in Boilermakers Local 154 Retirement Fund v. Chevron Corp., et al. and IClub Investment Partnership v. FedEx Corp., et al. , we believe that the Court of Chancery of the State of Delaware would find our exclusive forum provisions to be enforceable as well.

Affiliates of the Sellers will control us after completion of the Business Combination, and their interests may conflict with ours or yours in the future.

Immediately following the Business Combination, the Sellers (including the holders receiving shares distributed by PIH) will beneficially own approximately 91.5% of our common stock as a combined company. As a result, the Sellers and its controlling equityholder, Thomas Priore, will have the ability to elect all of the members of our board of directors and thereby control our policies and operations, including the appointment of management, future issuances of our common stock or other securities, the payment of dividends, if any, on our common stock, the incurrence or modification of debt by us, amendments to our Proposed Amended and Restated Certificate of Incorporation and our Proposed Amended and Restated Bylaws, and the entering into of extraordinary transactions, and their interests may not in all cases be aligned with your interests. In addition, Thomas Priore may have an interest in pursuing acquisitions, divestitures, and other transactions that, in his judgment, could enhance his investment, even though such transactions might involve risks to you. For example, he could cause us to make acquisitions that increase our indebtedness or cause us to sell revenue-generating assets. Additionally, in certain circumstances, acquisitions of debt at a discount by purchasers that are related to a debtor can give rise to cancellation of indebtedness income to such debtor for U.S. federal income tax purposes.

Our Proposed Amended and Restated Certificate of Incorporation will provide that none of the Priority Holders, any of their respective affiliates, or any director who is not employed by us (including any non-employee director who serves as one of our officers in both his director and officer capacities) or his or her affiliates will have any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which we operate. So long as Thomas Priore continues to own a significant amount of our combined voting power, even if such amount is less than 50%, he will continue to be able to strongly influence or effectively control our decisions. Furthermore, so long as the Priority Holders, including Thomas Priore, and their respective affiliates collectively own at least 50% of all outstanding shares of our stock entitled to vote generally in the election of directors, they will be able to appoint individuals to our board of directors under a stockholders agreement which we expect to adopt in connection with this Business Combination. In addition, given his level of control over the Sellers, Thomas Priore will be able to determine the outcome of all matters requiring stockholder approval and will be able to cause or prevent a change of control of the combined company or a change in the composition of our board of directors and could preclude any unsolicited acquisition of the combined company. The concentration of ownership could deprive you of an opportunity to receive a premium for your shares of common stock as part of a sale of the combined company and ultimately might affect the market price of our common stock.

We will be a “controlled company” within the meaning of the rules of The NASDAQ Stock Market and, as a result, expect to qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections as those afforded to stockholders of companies that are subject to such governance requirements.

After completion of the Business Combination, Thomas Priore will continue to control a majority of the voting power of our outstanding common stock. As a result, we will be a “controlled company” within the meaning of the corporate governance standards of The NASDAQ Stock Market. Under these rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including:

Following the Business Combination, we intend to utilize these exemptions. As a result, we will not have a majority of independent directors and our Compensation Committee and Nominating/Corporate Governance Committee will not consist entirely of independent directors. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of The NASDAQ Stock Market.

The combined company is an “emerging growth company” and the reduced disclosure requirements applicable to emerging growth companies may make its securities less attractive to investors.

The combined company is an “emerging growth company,” as defined in the JOBS Act. It may remain an “emerging growth company” until the fiscal year ended December 31, 2021. However, if its non-convertible debt issued within a three-year period or revenues exceeds $1.07 billion, or the market value of its common stock that are held by non-affiliates exceeds $700 million on the last day of the second fiscal quarter of any given fiscal year, the combined company would cease to be an emerging growth company as of the following fiscal year. As an emerging growth company, the combined company is not required to comply with the auditor attestation requirements of section 404 of the Sarbanes-Oxley Act, has reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and is exempt from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Additionally, as an emerging growth company, the combined company has elected to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As such, the combined company’s financial statements may not be comparable to companies that comply with public company effective dates. We cannot predict if investors will find our common stock less attractive because we will rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active market for our common stock, our share price may be more volatile and the price at which our securities trade could be less than if we did not use these exemptions.

Material weaknesses have been identified in Priority’s internal control over financial reporting.

Priority is currently a private company and is not subject to the internal control provisions of the Sarbanes-Oxley Act. As such, Priority has limited accounting personnel and other resources with which to address its internal controls and procedures consistent with PCAOB standards.

Priority has identified material weaknesses in internal controls over its financial reporting that remain unremediated. A material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis.

The material weaknesses identified were (1) lack of sufficient resources with appropriate depth and experience to interpret complex accounting guidance and prepare financial statements and related disclosures in accordance with US GAAP and (2) deficiencies in certain aspects of the financial statement close process and specifically lacks processes and procedures to ensure critical evaluation and review of various account reconciliations, analyses and journal entries.

Priority is not and was not required to perform an evaluation of internal control over financial reporting as of December 31, 2017 and 2016 in accordance with the provisions of the Sarbanes-Oxley Act. Had such an evaluation been performed, additional control deficiencies may have been identified by Priority management, and those control deficiencies could have also represented one or more material weaknesses.

Priority has taken steps to enhance its internal control environment and plans to take additional steps to remediate the material weaknesses. Although Priority plans to complete this remediation process as quickly as possible, we cannot at this time estimate how long it will take.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements. Forward-looking statements provide our current expectations or forecasts of future events. Forward-looking statements include statements about our expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Words or phrases such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “will” or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. Examples of forward-looking statements in this proxy statement include, but are not limited to, statements regarding our disclosure concerning Priority’s operations, cash flows, financial position and dividend policy, statements regarding our initial business combination, including the anticipated initial enterprise value and post-closing equity value of the combined company, the benefits of the Business Combination, integration plans, expected synergies and revenue opportunities, anticipated future financial and operating performance and results, including estimates for growth, the expected management and governance of the combined company, and the expected timing of the transactions contemplated by the Purchase Agreement. Furthermore, statements regarding our management’s expectations, hopes, beliefs, intentions or strategies regarding the future are forward-looking statements. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.

Forward-looking statements appear in a number of places in this proxy statement, including, without limitation, in the sections entitled “Dividend Policy,” “Management’s Discussion and Analysis of Financial Conditions and Results of Operations of Priority” and “Priority’s Business.” Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements for many reasons, including:

The forward-looking statements speak only as of the date of this proxy statement. We undertake no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this proxy statement or to reflect the occurrence of unanticipated events.

SPECIAL MEETING OF M I ACQUISITIONS STOCKHOLDERS

General

We are furnishing this proxy statement to the M I Acquisitions stockholders as part of the solicitation of proxies by our board of directors for use at the special meeting of M I Acquisitions stockholders to be held on July 19, 2018, and at any adjournment or postponement thereof. This proxy statement is first being furnished to our stockholders on or about July 3, 2018 in connection with the vote on the Business Combination Proposal, the Authorized Share Increase Proposal, the Board Declassification Proposal, Voting Threshold Proposal, the Section 203 Proposal, the Additional Amendments Proposal, the 2018 Equity Incentive Plan Proposal, the Earnout Incentive Plan Proposal, the Nasdaq Proposal and the Adjournment Proposal. This document provides you with the information you need to know to be able to vote or instruct your vote to be cast at the special meeting.

Date, Time and Place

The special meeting of stockholders will be held at the offices of Loeb & Loeb LLP, 345 Park Avenue, New York, New York 10154, on July 19, 2018, at 10:00 a.m. local time, or such other date, time and place to which such meeting may be adjourned or postponed.

Purpose of the Special Meeting of M I Acquisitions Stockholders

At the special meeting of stockholders, we are asking holders of M I Acquisitions common stock to approve the following proposals:

If any of the proposals other than the 2018 Equity Incentive Plan Proposal and the Adjournment Proposal are not approved, the Business Combination will not be consummated and M I Acquisitions will liquidate and dissolve.

Recommendation of the Board of Directors

The board of directors:

M I Acquisitions’ board of directors have interests that may be different from or in addition to your interests as a stockholder. See the section entitled “The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for further information.

Record Date; Who is Entitled to Vote

We have fixed the close of business on June 29, 2018 as the “record date” for determining those M I Acquisitions stockholders entitled to notice of and to vote at the special meeting, which we refer to as the “Record Date”. As of the close of business on the Record Date, there were 6,681,512 shares of M I Acquisitions common stock outstanding and entitled to vote. Each holder of M I Acquisitions common stock is entitled to one vote per share on each of the Business Combination Proposal, the Authorized Share Increase Proposal, the Board Declassification Proposal, Voting Threshold Proposal, the Section 2-3 Proposal, the Additional Amendments Proposal, the 2018 Equity Incentive Plan Proposal, the Earnout Incentive Plan Proposal, the Nasdaq Proposal and the Adjournment Proposal.

As of the Record Date, M I Acquisitions’ Initial Stockholders, either directly or beneficially, owned and were entitled to vote 1,748,634 shares of common stock, or approximately 26.2% of M I Acquisitions’ outstanding common stock. With respect to the Business Combination, M I Acquisitions’ Initial Stockholders have agreed to vote their respective M I Acquisitions common stock acquired by them in favor of the Business Combination Proposal, the Earnout Incentive Plan Proposal and the Amendments Proposals. They have indicated that they intend to vote their shares, as applicable, “FOR” each of the other proposals although there is no agreement in place with respect to these proposals.

Quorum and Required Vote for Stockholder Proposals

A Quorum of M I Acquisitions stockholders is necessary to hold a valid meeting. A Quorum will be present at the special meeting of M I Acquisitions stockholders if a majority of the M I Acquisitions common stock issued and outstanding and entitled to vote at the special meeting is represented in person or by proxy. Abstentions present in person and by proxy will count as present for the purposes of establishing a Quorum but broker non-votes will not.