SecProbe.io

Mail Stop 3233
May 16 , 2018

Via E -mail
Joshua Sason
Chief Executive Officer
M I Acquisitions, Inc.
40 Wall Street, 58th Floor
New York, NY 10005

Re: M I Acquisitions, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed April 19 , 2018
  File No. 001-37872

Dear Mr. Sason :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten bus iness days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

General

1. We note you filed a preliminary proxy statement on Schedule 14A on April 26, 2018.
Please revise to update your disclosure  to describ e any extension to the time to complete
an initial bus iness combination  and describe any  payme nts from the founders relating to
the additional extension p eriod.

2. We note your  disclosure on page 178 that, after the completion of the business
combination, the S ellers “will hold approximately [91%] of your outstanding shares of
common stock, all of which will be issued to the Sellers in a private placement. ”  Please
tell us the exemption that you will rely upon and specifically explain how this transaction
will comply  with such exemption.  In addition, plea se revise your disclosure to disclose

Joshu a Saso n
M I Acquisitions, Inc.
May 16, 2018
Page 2

 the exemption and describe how  this transaction will comply with the exempt ion.

Recommendations of th e Board of Directors…, page 15

3. We note that you did not obtain a fairness opinion regarding the acquisition of Priority.
Please revise your disclosure  in this section to explain in detail how the board determine d
that the Business Combination and the transactions contemplated thereby, including the
compensation to be paid to acquire Priority , is fair and  in the best interests of M I
Acquis itions and its stockholders.  In addition, please revise  your risk factor on page 41
to more specifically describe  the risks o f not obtaining  a fairness opinion.

Risk Factors, page 24

Priority ’s Executive Chairman, Thomas Priore, is presently subject to an SEC civil orde r…, page
35

4. We note your disclosure that  Thomas Priore is presentl y subject to an SEC civil o rder
barring him from certain activities.  Please revise to briefly describe the actions that
resulted in the SEC civil o rder and how the order may impact  Priority ’s ability to take
certain actions following the business combination.

Interests of Certain Persons in the Business Combination, page 59

5. Please revise to more specifically identify the individuals that h ave different interests in
the business combination  and quantify such interests.  In addition, please revise to more
specifically desc ribe the out -of-pocket expenses and reimbursements  and the liabilities
references in the last bullet point.

Proposal No. 6 – The Additional Amendments Proposal , page 81

6. We note the disclosure regarding  the exclusive forum provision disclosed on page 92 as
well as the r isk factor disclosure on page 44. Please revise your risk factor disclosure to
describe t he reasons for adopting  the exclusive forum provision and more specifically
describe any questions as to enforceability of the exclusive forum provision under
Delaware  law.

Priority ’s Business, page 118

7. We note your disclosure regarding the reliance on third party vendors  on page 27 .  Please
revise to more specifically describe the contracts with these vendors and their material
terms.

Joshu a Saso n
M I Acquisitions, Inc.
May 16, 2018
Page 3

 Financial Statements of M I Acquisitions, Inc.

Note 8 – Income Tax, page F -16

8. We note your disclosure that you believe that M I Acquisitions, Inc. will have sufficient
future taxable income to absorb the net loss carryovers (NOLS) before their ex piration
and that you have taken a full valuation allowance on these NOLS.   Please clarify
whether your conclusion to take the full valuation allowance was based upon a “more
likely than not model” and generally explain your position in more detail.

Financial Statements of Priority Holdings, LLC

6. Goodwill and Intangible Assets, page F -35

9. We note that you have used sum of the year’s digits and double declining methodologies
for amortizing customer relationships and merchant portfolios, respec tively.   Please tell
us how you were reliably able to attribute these amortization methodologies to the pattern
in which the economic benefits of these respective intangible assets are
consumed.   Please cite the accounting literature that you have relied u pon.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may  contact Howard Efron  at (202)551 -3439 or Daniel Gordon, Senior Assistant
Chief Accountant, at (202)551 -3486 if you have questions regarding comments on the financial
statements and related matters. Please contact Stacie Gorman at (202)551 -3585 or me at
(202)551 -3401 with any other questions.

Sincerely,

 /s/ Jennifer Gowetski

Jennifer Gowetski
        Senior Counsel
        Office of Real Estate and
Commodities

cc: Giovanni Caruso, Esq.  (via e -mail)