SecProbe.io

May 11, 2026
Timothy O'Leary
Chief Financial Officer
Priority Technology Holdings, Inc.
2001 Westside Parkway, Suite 155
Alpharetta, GA 30004
Re: Priority Technology Holdings, Inc.
Form 10-K for Fiscal Year Ended December 31, 2025
File No. 001-37872
Dear Timothy O'Leary:
            We have completed our review of your filings. 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.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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priority-responselettert

  James Stevens  D 404.885.3721  james.stevens@troutman.com        Troutman Pepper Locke LLP  Bank of America Plaza, 600 Peachtree Street NE, Suite 3000  Atlanta, GA 30308    troutman.com      May 6, 2026    VIA EDGAR    United States Securities and Exchange Commission  Division of Corporation Finance  Office of Trade & Services  100 F Street, NE  Washington, D.C. 20549  Attn: Keira Nakada and Angela Lumley    Re: Priority Technology Holdings, Inc.  Form 10-K for the Fiscal Year Ended December 31, 2025  Form 8-K filed March 10, 2026  File No. 001-37872  Ladies and Gentlemen:  At the request and on behalf of our client, Priority Technology Holdings, Inc. (the  “Company”), we are hereby writing in response to the Staff’s comment letter dated April 28,  2026.  Unless the context requires otherwise, references to we, our, us, Priority Technology  Holdings, Inc. or the Company in the response below refer to Priority Technology Holdings, Inc.    Form 8-K Dated March 10, 2026  General  1. Please present and discuss in your earnings releases and supplemental slide  presentations the GAAP measure that is most comparable to the non-GAAP  measures, such as adjusted gross profit, adjusted gross profit margin, adjusted  EBITDA, adjusted EPS – diluted, with equal or greater prominence. Refer to Item  10(e)(1)(i)(A) of Regulation S-K and Question 102.10(a) of our Non-GAAP Financial  Measures Compliance and Disclosure Interpretations.

  Securities and Exchange Commission  May 6, 2026  Page 2  Response:   The Company respectfully acknowledges the Staff’s comment and advises the Staff that, in the  Company’s future earnings releases furnished under Item 2.02 of Form 8-K, it will present and  discuss GAAP measures that are most comparable to non-GAAP measures with equal or  greater prominence.    By way of illustration, the Company has included as Exhibit A to this response a redlined  version of the earnings release included with its March 10, 2026, Form 8-K revised to present  GAAP measures alongside non-GAAP measures. Additionally, the Company will continue to  include a reconciliation of its non-GAAP measures to the most directly comparable GAAP  measures in its earnings release and supplemental slide presentation.  2. You adjust for selling, general, and administrative (non-recurring) and salary and  employee benefits (non-recurring) in your calculation of adjusted EBITDA and  adjusted EPS – diluted non-GAAP measures. Please disclose the circumstances  under which these expenses were incurred to support your determination that they  are non-recurring.  Response:  The earnings release for the quarter and year ended December 31, 2025, included a description  of “Salary and employee benefits (non-recurring)” items, which represent stock-based  compensation settled in cash. The Company’s stock-based compensation is generally non-cash  in nature and is added back in the determination of Adjusted EBITDA. Accordingly, this one-time  cash settlement of stock-based compensation was considered non-recurring and was added  back.  Similarly, the Company provided a breakdown of “Selling, general and administrative expenses  (non-recurring)” to enhance transparency regarding the nature of these expenses. These  amounts primarily include legal expenses related to non-recurring litigation and/or transactions  (e.g., debt refinancing, mergers and acquisitions), professional, accounting, and consulting fees  associated with non-recurring transactions or projects, legal settlements, and other items such  as duplicate software costs or contract expenses incurred for non-recurring initiatives (e.g.,  automation projects), each of which is considered non-recurring in nature.  The Company advises the Staff that it will include a description of these expenses in its future  filings.

  Securities and Exchange Commission  May 6, 2026  Page 3  The Staff is requested to direct any further questions regarding these filings and this letter to the  undersigned at (404) 885-3721.  Thank you.   Sincerely,       /s/ James Stevens     James Stevens    Enclosures:  Exhibit A

    EXHIBIT A

  1  EXHIBIT 99.1               Priority Technology Holdings, Inc. Announces Fourth Quarter and Full Year 2025 Financial  Results  Strong Fourth Quarter Growth Driven by Performance Across Diverse Business Segments  ALPHARETTA, GA - March 10, 2026 -- Priority Technology Holdings, Inc. (NASDAQ: PRTH) ("Priority" or the  "Company"), is a payments and banking fintech purpose-built to collect, store, lend and send money with a connected  commerce engine that combines full-service merchant acquiring for accounts receivable, complete automated  payables tools for bill payment, and sophisticated treasury management solutions to accelerate cash flow and optimize  working capital for its customers, announced its fourth quarter and full year 2025 financial results including strong  year-over-year diversified revenue growth.     Highlights of Consolidated Results  Fourth Quarter 2025 Compared with Fourth Quarter 2024  Financial highlights of the fourth quarter of 2025 compared with the fourth quarter of 2024, are as follows2:  • Revenue of $247.1 million increased 8.8% from $227.1 million, including 6.8% of organic growth  • Gross profit of $93.1 million increased 19.4% from $83.9 million  • Adjusted gross profit (a non-GAAP measure1) of $100.2 million increased 19.4% from $83.9 million  • Gross profit margin of 37.7% increased by 270 basis points from 35.0%  • Adjusted gross profit margin (a non-GAAP measure1) of 40.6% increased 360 basis points from 37.0%  • Operating income of $33.5 million decreased 1.9% from $34.1 million  • Net income of $8.9 million increased by 23.9% from $7.2 million  • Adjusted EBITDA (a non-GAAP measure1) of $60.1 million increased 16.2% from $51.7 million  • Diluted EPS of $0.11 increased 320.0% from diluted loss per share of $0.05  • Adjusted EPS - diluted (a non-GAAP measure1) of $0.27 increased 50.0% from $0.18  • In October 2025, the Company acquired the assets of Dealer Merchant Services, a leading provider of  vertically focused software and payments in the automotive dealership arena    Full Year 2025 Compared with Full Year 2024    Financial highlights of the Full Year of 2025 compared with the Full Year of 2024, are as follows(2):  • Revenue of $953.0 million increased 8.3% from $879.7 million, including 7.7% in organic growth  • Gross profit of $352.9 million increased 13.3% from $311.6 million

  2  • Adjusted gross profit (a non-GAAP measure1) of $374.7 million increased 14.2% from $328.1 million  • Gross profit margin of 37.0% increased by 160 basis points from 35.4%  • Adjusted gross profit margin (a non-GAAP measure1) of 39.3% increased 200 basis points from 37.3%  • Operating income of $141.2 million increased 5.9% from $133.4 million  • Net income of $55.7 million increased by 131.9% from $24.0 million  • Adjusted EBITDA (a non-GAAP measure(1)) of $225.2 million increased 10.2% from $204.3 million  • Diluted EPS of $0.68 increased 319.4% from diluted loss per share of $0.31  • Adjusted EPS - diluted (a non-GAAP measure(1)) of $1.03 increased 102.0% from $0.51  (1) See "Non-GAAP Financial Measures" and the reconciliations of Adjusted Gross Profit (non-GAAP),  Adjusted Gross Profit Margin (non-GAAP), Adjusted EBITDA (non-GAAP), and Adjusted EPS (non- GAAP), to their most comparable GAAP measures provided below for additional information.  (2) Certain amounts/percentages may not add mathematically due to rounding    “Our results reflect the strength and diversification of Priority’s Connected Commerce platform, with almost 9%  revenue growth and over 19% adjusted gross profit growth in the fourth quarter,” said Tom Priore, Chairman and  CEO of Priority. “The ability to deliver payments and treasury solutions across our business segments generated over  18% revenue growth for Treasury Solutions and 13% growth for Payables, while adjusted gross profit margins  expanded by nearly 360 basis points.”    Full Year 2026 Financial Guidance  Priority's outlook remains strong, which is reflected in our full year 2026 guidance:  • Revenue forecast to achieve a growth rate of 6% to 9% compared to fiscal 2025 results, resulting in a revenue  range between $1.01 billion to $1.04 billion  • Adjusted gross profit (a non-GAAP measure) forecast to range between $405 million and $425 million  • Adjusted EBITDA (a non-GAAP measure) forecast to range between $230 million to $245 million    Conference Call  Priority's leadership will host a conference call on Tuesday, March 10, 2026 at 10:00 a.m. EST to discuss its fourth  quarter and full-year 2025 financial results. Participants can access the call by phone in the U.S. or Canada at (833)  636-1319 or internationally at (412) 902-4286.  The Internet webcast link and accompanying slide presentation can be accessed at  https://viavid.webcasts.com/starthere.jsp?ei=1751303&tp_key=851a6179f9 and will also be posted in the  "Investor Relations" section of the Company's website at www.prioritycommerce.com.

  3  An audio replay of the call will be available shortly after the conference call until March 24, 2026 at 11:59 p.m. EST.  To listen to the audio replay, dial (844) 512-2921 or (412) 317-6671 and enter conference ID number 10206470.  Alternatively, you may access the webcast replay in the "Investor Relations" section of the Company's website at  https://ir.prioritycommerce.com/.

  4  Non-GAAP Financial Measures  This communication includes certain non-GAAP financial measures that we regularly review to evaluate our business  and trends, measure our performance, prepare financial projections, allocate resources, and make strategic decisions.  We believe these non-GAAP measures help to illustrate the underlying financial and business trends relating to our  results of operations and comparability between current and prior periods. We also use these non-GAAP measures to  establish and monitor operational goals. However, these non-GAAP measures are not superior to or a substitute for  prominent measurements calculated in accordance with GAAP. Rather, the non-GAAP measures are meant to be a  complement to understanding measures prepared in accordance with GAAP.    Gross Profit and Adjusted Gross Profit Margin  The Company's adjusted gross profit metric represents revenues less cost of services (excludes depreciation and  amortization). Adjusted gross profit margin is adjusted gross profit divided by revenues. We review these non- GAAP measures to evaluate our underlying profit trends. The reconciliation of adjusted gross profit to its most  comparable GAAP measure is provided below:           (in thousands)  Three Months Ended  December 31,   Years Ended   December 31,   2025  2024  2025  2024  Revenues $ 247,128  $ 227,067  $ 953,009  $ 879,702   Cost of services (excludes depreciation and  amortization)  (146,882)   (143,134)   (578,315)   (551,621)   Adjusted gross profit $ 100,246  $ 83,933  $ 374,694  $ 328,081   Adjusted gross profit margin  40.6 %  37.0 %  39.3 %  37.3 %  Depreciation and amortization of revenue  generating assets  (7,166)   (4,467)   (21,747)   (16,516)   Gross profit $ 93,080  $ 79,466  $ 352,947  $ 311,565   Gross profit margin  37.7 %   35.0 %   37.0 %   35.4 %

  5    EBITDA and Adjusted EBITDA   EBITDA and adjusted EBITDA are performance measures. EBITDA is earnings before interest expense, income tax,  and depreciation and amortization expenses ("EBITDA"). Adjusted EBITDA begins with EBITDA but further  excludes certain non-cash costs, such as stock-based compensation and the write-off of the carrying value of  investments or other assets, as well as debt extinguishment and modification expenses and other expenses and income  items considered non-recurring, such as acquisition integration expenses, certain professional fees, and litigation  settlements. We review the non-GAAP adjusted EBITDA measure to evaluate our business and trends, measure our  performance, prepare financial projections, allocate resources, and make strategic decisions.      The reconciliation of adjusted EBITDA to its most comparable GAAP measure is provided below:    (in thousands)  Three Months Ended  December 31,   Years Ended   December 31,   2025  2024  2025  2024  Net income $ 8,946  $ 7,220  $ 55,681  $ 24,015   Interest expense  21,961   23,111   90,654   88,948   Income tax expense (benefit)  4,126   3,270   (9,402)  13,266   Depreciation and amortization  20,191   13,811   63,183   58,041   EBITDA  55,224   47,412   200,116   184,270   Debt modification and extinguishment expenses  —   1,703   12,514   10,369   Selling, general and administrative (non-recurring)  1,633   1,379   5,718   3,510   Non-cash stock-based compensation(1)  1,187   1,241   8,306   6,118   Non-cash bargain purchase gain(2) (non-recurring)  (482)  —   (3,989)  —   Salary and employee benefits(3) (non-recurring)  2,501   —   2,501   —   Adjusted EBITDA $ 60,063  $ 51,735  $ 225,166  $ 204,267   (1) Excludes stock-based compensation settled in cash subsequent to December 31, 2025.  (2) Bargain purchase gain recognized from acquiring Sila, Inc.   (3) Represents one time cash settlement of stock-based compensation (non-recurring).

  6  Further detail of certain of these adjustments, and where these items are recorded in our consolidated statements of  operations, is provided below:  (in thousands)  Three Months Ended  December 31,   Years Ended   December 31,   2025  2024  2025  2024  Selling, general and administrative expenses (non- recurring):         Certain legal fees(1) $ 760   1,347  $ 3,203   2,769   Professional, accounting and consulting fees(2)  869    20    2,092    544   Other expenses, net  4   12   293   197   Litigation settlement  —    —    130    —    $ 1,633  $ 1,379  $ 5,718  $ 3,510   1) These legal expenses primarily relate to litigation matters, mergers and acquisitions, and other transactions (e.g., the ongoing go-private project), all  of which are non-recurring in nature.  2) These professional, accounting, and consulting fees are associated with non-recurring projects, including professional fees and incremental audit  fees incurred for valuation and audit work related to acquisitions, disposals, and automation initiatives.        Adjusted Earnings (Loss) Per Share (Adjusted EPS)    Adjusted EPS is a performance measure. Adjusted EPS is calculated by dividing adjusted net income attributable to  common shareholders by weighted average number shares outstanding for the respective periods.    Adjusted net income attributable to common shareholders begins with net income attributable to common  shareholders adjusted to exclude various items listed below. We believe that Adjusted EPS is a measure that is  useful to investors and management in understanding our ongoing profitability and in analysis of ongoing  profitability trends.

  7  (in thousands)   Three Months Ended  December 31,    Years Ended  December 31,    2025  2024  2025  2024  Reconciliation of Adjusted EPS  Net income (loss) attributable to common shareholders  $ 8,946   $ (3,769)   $ 55,681   $ (23,960)   Non-recurring release of valuation allowance on  deferred tax assets   284   —   (20,386)   —   Accelerated accretion expense and excise tax  attributable to redeemable senior preferred stockholders   —    8,154    —    17,703   Debt modification and extinguishment expenses   —    1,703    12,514    10,369   Non-cash stock-based compensation   1,187    1,241    8,306    6,118   Selling, general and administrative (non recurring)   1,633    1,379    5,718    3,510   Amortization of acquisition related intangible assets   12,931   9,243   41,996   42,173   Salary and employee benefits (non recurring)   2,501   —   2,501   —   Tax impact of adjustments(1)   (4,745)   (3,526)   (18,469)   (16,158)   Non-cash bargain purchase gain (non-recurring)   (482)   —   (3,989)   —   Adjust

April 28, 2026
Timothy O'Leary
Chief Financial Officer
Priority Technology Holdings, Inc.
2001 Westside Parkway, Suite 155
Alpharetta, GA 30004
Re: Priority Technology Holdings, Inc.
Form 10-K for Fiscal Year Ended December 31, 2025
Form 8-K Dated March 10, 2026
File No. 001-37872
Dear Timothy O'Leary:
            We have reviewed your filing and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 8-K Dated March 10, 2026
General
1. Please present and discuss in your earnings releases and supplemental slide presentations
the GAAP measure that is most comparable to the non-GAAP measures, such as adjusted
gross profit, adjusted gross profit margin, adjusted EBITDA, adjusted EPS – diluted,
with equal or greater prominence. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and
Question 102.10(a) of our Non-GAAP Financial Measures Compliance and Disclosure
Interpretations.
2. You adjust for selling, general, and administrative (non-recurring) and salary and
employee benefits (non-recurring) in your calculation of adjusted EBITDA and adjusted
EPS – diluted non-GAAP measures. Please disclose the circumstances under which these
expenses were incurred to support your determination that they are non-recurring.
            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.

April 28, 2026
Page 2
            Please contact Keira Nakada at 202-551-3659 or Angela Lumley at 202-551-3398 if you
have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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Priority Technology Holdings, Inc.

2001 Westside Parkway

Suite 155

Alpharetta, GA 30004

VIA EDGAR

December 9, 2024

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Priority Technology Holdings, Inc.

    Registration Statement on Form S-3 (Reg. No. 333-283519)

    Request for Acceleration of Effective Date

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Priority Technology Holdings, Inc. (the “Company”) hereby requests that the
Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement on Form S-3 (the “Registration
Statement”) so that the Registration Statement will be declared effective as of 4:01 p.m. Eastern time, on December 11, 2024,
or as soon as practicable thereafter. The Company hereby authorizes James Stevens at Troutman Pepper Hamilton Sanders LLP, the Company’s
outside legal counsel, to orally modify or withdraw this request for acceleration.

Once the Registration Statement
has been declared effective, please orally confirm that event with Mr. Stevens at (404) 885-2305.

Thank you for your assistance
in this matter.

    Very truly yours,

    Priority Technology Holdings, Inc.

    /s/ Thomas C. Priore

    Thomas C. Priore

    President, Chief Executive Officer and Chairman

    cc:
    James Stevens

December 9, 2024
Tim O'Leary
Chief Financial Officer
Priority Technology Holdings, Inc.
2001 Westside Parkway
Suite 155
Alpharetta, GA 30004
Re:Priority Technology Holdings, Inc.
Registration Statement on Form S-3
Filed November 27, 2024
File No. 333-283519
Dear Tim O'Leary:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Rucha Pandit at 202-551-6022 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:James Stevens

United States securities and exchange commission logo
December 5, 2022
Thomas Priore
President, Chief Executive Officer and Chairman
Priority Technology Holdings, Inc.
2001 Westside Parkway, Suite 155
Alpharetta, GA 30004
Re:Priority Technology Holdings, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 17, 2022
File No. 001-37872
Dear Thomas Priore:
            We have completed our review of your filings.  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.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
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prth-responsetosecfollow

  Troutman Pepper Hamilton Sanders LLP  600 Peachtree Street NE, Suite 3000  Atlanta, GA  30308-2216  troutman.com      November 29, 2022    VIA EDGAR    United States Securities and Exchange Commission  Division of Corporation Finance  Office of Trade & Services  100 F Street, NE  Washington, D.C. 20549  Attn: Blaise Rhodes and Angela Lumley    Re:  Priority Technology Holdings, Inc.  Form 10-K for the Fiscal Year Ended December 31, 2021, filed March  16, 2022  Form 8-K filed March 16, 2022  Form 8-K filed May 11, 2022  File No. 001-37872  Ladies and Gentlemen:  At the request and on behalf of our client, Priority Technology Holdings, Inc. (the  “Company”, “we”, “us”, “our”), we are submitting our response to the comment received from the  staff (the “Staff’) of the Securities and Exchange Commission’s (the “Commission”) Division of  Corporation Finance by comment letter dated November 16, 2022, with respect to the Form 8-K  filed with the Commission on May 11, 2022, File No.001-37872.    For your convenience, our responses are prefaced by the exact text of the Staff’s  comments in bold, italicized text.   Form 8-K Filed May 11, 2022   Exhibit 99.1 Non-GAAP Financial Measures, page 2  1. We have reviewed your response to comment 4 and note that is does not appear  appropriate to use a title for your non-GAAP financial measure that appears to be the  same as, or confusingly similar to, a title used for a GAAP financial measure. Please  revise the title of your non-GAAP measure "gross profit" and "gross profit margin" to  clearly distinguish it from the similar GAAP measure. Please refer to the guidance in  Item 10(e)(1)(ii)(E) of Regulation S-K.

Securities and Exchange Commission  November 29, 2022  Page 2    Response:  In response to the Staff’s comments dated October 31, 2022, the Company in the press release  to investors filed on Form 8-K on November 10, 2022 presented its non-GAAP gross profit and  non-GAAP gross profit margin financial measures as Gross Profit (non-GAAP) and Gross Profit  Margin (non-GAAP), respectively, and also included a reconciliation to the GAAP financial  measures. Per the comment letter dated November 16, 2022, the Staff commented that these  titles are the same as or confusingly similar to the GAAP financial measures and advised to revise  the title of these measures to clearly distinguish from similar GAAP measures.      In response to the Staff’s comment, we will update the title of these non-GAAP financial measures  to Adjusted Gross Profit and Adjusted Gross Profit Margin, respectively, in our future filings.  We  will also continue to provide a reconciliation to the GAAP financial measures.  We appreciate the Staff’s prompt comments and look forward to working with you on this  matter. The Staff is requested to direct any further questions regarding these filings and this letter  to the undersigned at (404) 885-3721.  Thank you.     Sincerely,     /s/ James Stevens     James Stevens

United States securities and exchange commission logo
November 16, 2022
Thomas Priore
President, Chief Executive Officer and Chairman
Priority Technology Holdings, Inc.
2001 Westside Parkway, Suite 155
Alpharetta, GA 30004
Re:Priority Technology Holdings, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Form 8-K Filed May 11, 2022
Response dated November 10, 2022
File No. 001-37872
Dear Thomas Priore:
            We have reviewed your November 10, 2022 response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
October 31, 2022 letter.
Form 8-K Filed May 11, 2022
Exhibit 99.1
Non-GAAP Financial Measures, page 2
1.We have reviewed your response to comment 4 and note that is does not appear
appropriate to use a title for your non-GAAP financial measure that appears to be the
same as, or confusingly similar to, a title used for a GAAP financial measure.  Please
revise the title of your non-GAAP measure "gross profit" and "gross profit margin" to
clearly distinguish it from the similar GAAP measure.  Please refer to the guidance
in Item 10(e)(1)(ii)(E) of Regulation S-K.

 FirstName LastNameThomas Priore
 Comapany NamePriority Technology Holdings, Inc.
 November 16, 2022 Page 2
 FirstName LastName
Thomas Priore
Priority Technology Holdings, Inc.
November 16, 2022
Page 2

            You may contact Blaise Rhodes at 202-551-3774 or Angela Lumley at 202-551-3398 if
you have questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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final_prth-responsetosec

  Troutman Pepper Hamilton Sanders LLP  600 Peachtree Street NE, Suite 3000  Atlanta, GA  30308-2216  troutman.com      November 10, 2022    VIA EDGAR    United States Securities and Exchange Commission  Division of Corporation Finance  Office of Trade & Services  100 F Street, NE  Washington, D.C. 20549  Attn: Blaise Rhodes and Angela Lumley    Re:  Priority Technology Holdings, Inc.  Form 10-K for the Fiscal Year Ended December 31, 2021, filed March  16, 2022  Form 8-K filed March 16, 2022  Form 8-K filed May 11, 2022  File No. 001-37872  Ladies and Gentlemen:  At the request and on behalf of our client, Priority Technology Holdings, Inc. (the  “Company”, “we”, “us”, “our”), we are submitting our response to the comments received from  the staff (the “Staff’) of the Securities and Exchange Commission’s (the “Commission”) Division  of Corporation Finance by  comment letter dated October 31, 2022, with respect to the Form 10- K for the fiscal year ended December 31, 2021, filed with the Commission on March 16, 2022 (the  “Form 10-K”), the Form 8-K filed with the Commission on March 16, 2022 (the “March Form 8- K”), and the Form 8-K filed with the Commission on May 11, 2022, File No.001-37872.    For your convenience, our responses are prefaced by the exact text of the Staff’s  comments in bold, italicized text.   Form 10-K for the Fiscal year Ended December 31, 2021  Item 1. Business - Overview of the Company, page 3  1. We note that you characterize Adjusted EBITDA as a non-GAAP liquidity measure. We  further note on page 4 of Exhibit 99.1 your Form 8-K filed March 16, 2022, that you  describe EBITDA and adjusted EBITDA as a non-GAAP performance measure. Please  revise your disclosures to reconcile for consistency.  Response:

Securities and Exchange Commission  November 10, 2022  Page 2  110025275v2   The Adjusted EBITDA is appropriately described as a non-GAAP performance measure in the  Company’s filing on the March Form 8-K. Reference to the same as a liquidity measure in the  “Item 1. Business - Overview of the Company” section of the Company’s annual report on form  10-K is inadvertent. Accordingly, in response to the Staff’s comment, in our future filings we will  replace the discussion around Adjusted EBITDA in “Item 1. Business - Overview of the Company”  from Form 10-K with Operating Income which is a GAAP performance measure.     2. Please provide the disclosures required by Item 10(e) of Regulation S-K and Regulation  G as it relates to your presentation of the non-GAAP measure, Adjusted EBITDA.  Response:  The Company will not include any non-GAAP performance measures in our annual reports  on Form 10-K or quarterly reports on Form 10-Q. Therefore, disclosures required by item 10(e)  of Regulation S-K and Regulation G will not be applicable for those future filings.   However, the Company does include certain non-GAAP performance measures (i.e.,  Gross Profit, Gross Margin, EBITDA and Adjusted EBITDA) in its press release to investors which  is filed on Form 8-K. The required disclosures by Item 10(e) of Regulation S-K and Regulation G  as it relates to these non-GAAP measures are included therein. The Company will further  enhance its disclosures around Gross Profit and Gross Margin (as further described in our  response to question 4 below)in its future filings.    Item 7. Management's Discussion and Analysis of Financial Condition and Results of  Operations Liquidity and Capital Resources Long-Term Debt, page 34    3. We note the Total Net Leverage Ratio covenant in your debt agreements uses  Consolidated Adjusted EBITDA in the denominator. In prior filings, the debt agreement  and related covenant was determined to be material to an investor's understanding of  your financial condition and/or liquidity. Therefore, you provided the actual Total Net  Leverage Ratio covenant computation (reconciled to GAAP amounts) for the most  recent period and for each reconciling item, their nature and how they were derived.  The disclosure also included the actual or reasonably likely effects of compliance or  noncompliance with the covenant on your financial condition and liquidity. Please tell  us why this disclosure has been removed or revise to include the required disclosures.  Please refer to Question 102.09 of the Non-GAAP Financial Measures Compliance and  Disclosure Interpretations. Similarly revise your disclosures in your Forms 10-Q and 8- K.

Securities and Exchange Commission  November 10, 2022  Page 3  110025275v2   Response:  On April 27, 2021 the Company entered into a new credit and guaranty agreement (“New  Debt Agreement)” which replaced its prior debt agreements. Per this New Debt Agreement, the  maximum Total Net Leverage Ratio (the “Financial Covenant”) is a springing covenant and is  only applicable when the outstanding balance of the revolving credit facility (“Revolver”) exceeds  35% of the limit.  In addition, the Financial Covenant is only applicable to the Revolver and there  is no Financial Covenant related to the term facility. The Financial Covenants were applicable as  of December 31, 2021 as the outstanding balance of the Revolver was $15 million (i.e., 37.5% of  the available limit of $40 million). However, considering that the outstanding balance of the  Revolver continued to decrease and the Total Net Leverage Ratio remained well within the  required limits as per the New Debt Agreement, the covenant was no longer considered a material  term of the debt agreement and therefore the disclosure related to the calculation of Total Net  Leverage Ratio was removed.  Form 8-K Filed May 11, 2022   Exhibit 99.1 Non-GAAP Financial Measures, page 2    4. We note your designation of Gross Profit and Gross Profit Margin as non-GAAP  measures. Please tell us how Gross Profit and Gross Profit Margin, as presented, differ  from the corresponding GAAP Gross Profit and Gross Profit Margin.  Response:  GAAP defines gross profit as revenue less cost of revenue, and includes in cost of revenue  depreciation and amortization expenses related to revenue-generating long-lived and intangible  assets. We define Gross Profit as revenue less cost of revenue (excludes depreciation and  amortization). This measure differs from the GAAP definition of gross profit as we do not include  the impact of depreciation and amortization expenses related to revenue-generating long-lived  and intangible assets which represent non-cash expenses. We use this measure to evaluate  operating margins and the effectiveness of cost management.   In response to the Staff’s comment, we will make following updates in our future filings to  enhance our disclosures:  • label these measures as Gross Profit (non-GAAP) and Gross Profit Margin (non-GAAP)   • include a tabular reconciliation of these two non-GAAP measures to GAAP Gross Profit  and GAAP Gross Profit Margin.   • update cost of revenue line to “cost of revenue (excludes depreciation and amortization)”

Securities and Exchange Commission  November 10, 2022  Page 4  110025275v2   These updated disclosures are included in PRTH’s earnings release for the quarter ended  September 30, 2022 filed on Form 8-K on November 10, 2022.  We appreciate the Staff’s prompt comments and look forward to working with you on this  matter. The Staff is requested to direct any further questions regarding these filings and this letter  to the undersigned at (404) 885-3721.  Thank you.     Sincerely,     /s/ James Stevens     James Stevens

United States securities and exchange commission logo
October 31, 2022
Thomas Priore
President, Chief Executive Officer and Chairman
Priority Technology Holdings, Inc.
2001 Westside Parkway, Suite 155
Alpharetta, GA 30004
Re:Priority Technology Holdings, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
8-K filed May 11, 2022
File No. 001-37872
Dear Thomas Priore:
            We have reviewed your filing and 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 business days by providing the requested
information or advise 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.
Form 10-K for the Fiscal Year Ended December 31, 2021
Item 1. Business
Overview of the Company, page 3
1.We note that you characterize Adjusted EBITDA as a non-GAAP liquidity measure.  We
further note on page 4 of Exhibit 99.1 your Form 8-K filed March 16, 2022, that you
describe EBITDA and adjusted EBITDA as a non-GAAP performance measures.  Please
revise your disclosures to reconcile for consistency.
2.Please provide the disclosures required by Item 10(e) of Regulation S-K and Regulation G
as it relates to your presentation of the non-GAAP measure, Adjusted EBITDA.

 FirstName LastNameThomas Priore
 Comapany NamePriority Technology Holdings, Inc.
 October 31, 2022 Page 2
 FirstName LastName
Thomas Priore
Priority Technology Holdings, Inc.
October 31, 2022
Page 2
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
Long-Term Debt, page 34
3.We note the Total Net Leverage Ratio covenant in your debt agreements uses
Consolidated Adjusted EBITDA in the denominator.  In prior filings, the debt agreement
and related covenant was determined to be material to an investor's understanding of your
financial condition and/or liquidity.  Therefore, you provided the actual Total Net
Leverage Ratio covenant computation (reconciled to GAAP amounts) for the most recent
period and for each reconciling item, their nature and how they were derived.  The
disclosure also included the actual or reasonably likely effects of compliance or non-
compliance with the covenant on your financial condition and liquidity.  Please tell us
why this disclosure has been removed or revise to include the required disclosures.
Please refer to Question 102.09 of the Non-GAAP Financial Measures Compliance and
Disclosure Interpretations.  Similarly revise your disclosures in your Forms 10-Q and 8-K.
Form 8-K Filed May 11, 2022
Exhibit 99.1
Non-GAAP Financial Measures, page 2
4.We note your designation of Gross Profit and Gross Profit Margin as non-GAAP
measures.  Please tell us how Gross Profit and Gross Profit Margin, as presented, differ
from the corresponding GAAP Gross Profit and Gross Profit Margin.
            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 Blaise Rhodes at 202-551-3774 or Angela Lumley at 202-551-3398 if
you have questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
September 28, 2020
Michael Vollkommer
Chief Financial Officer
Priority Technology Holdings, Inc.
2001 Westside Parkway, Suite 155
Alpharetta, GA 30004
Re:Priority Technology Holdings, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed March 30, 2020
File No. 001-37872
Dear Mr. Vollkommer:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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		Document

Troutman Pepper Hamilton Sanders LLP

600 Peachtree Street NE, Suite 3000

Atlanta, GA  30308-2216

troutman.com

September 24, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NE

Washington, D.C. 20549

Attn: Linda Cvrkel and Rufus Decker

Re:

 Priority Technology Holdings, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2019

Filed March 30, 2020

File No. 001-37872

Ladies and Gentlemen:

At the request and on behalf of our client, Priority Technology Holdings, Inc. (the “Company”), we are hereby writing in response to the Staff’s comment letter dated September 10, 2020.  Unless the context requires otherwise, references to we, our, us, Priority Technology Holdings, Inc. or the Company in the response below refer to Priority Technology Holdings, Inc.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Certain Non-GAAP Financial Measures, page 51

1.  You state on page 33 that the Total Net Leverage Ratio covenant in your debt agreements uses Consolidated Adjusted EBITDA in the denominator. If you believe that your debt agreements are material agreements, the covenant is a material term of the debt agreements and that information about the covenant is material to an investor's understanding of your financial condition and/or liquidity, please revise your disclosure to reference Consolidated Adjusted EBITDA as a liquidity measure, rather than a performance measure, and move the Consolidated Adjusted EBITDA disclosure to the liquidity section, where it can be discussed in the context of the Total Net Leverage Ratio covenant in your debt agreements. Please present the actual Total Net Leverage Ratio covenant computation (reconciled to GAAP amounts) for the most recent period only.  For each reconciling item, like pro-forma impacts for acquisitions, contracted revenue and savings and other professional and consulting fees, disclose in greater detail their nature and how they were derived.  Also, disclose any other material terms of the debt agreements and the amounts or limits required for covenant compliance. Further, disclose the actual or reasonably likely effects of compliance or non-compliance with the covenant on your financial condition and liquidity, including the resulting impact on other credit and/or lease agreements due to cross-default provisions. If some of this information is disclosed elsewhere in the filing, you may cross-reference to that disclosure in lieu of repeating it. Refer to Question 102.09 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations. Similarly revise your disclosures in your Forms 10-Q and 8-K.

Page  1

Securities and Exchange Commission

September 24, 2020

Response:

We believe that our debt agreements are material agreements, that the Total Net Leverage Ratio covenant is a material term of our debt agreements and that there are no other material terms requiring disclosure.

Accordingly, in response to the Staff’s comment, we will move the presentation and discussion for “Consolidated Adjusted EBITDA” to the liquidity section and coordinate it with the presentation and calculation of the Total Net Leverage Ratio for the most recent period only in all future Form 10-Q, Form 10-K and Form 8-K filings.  We will reference “Consolidated Adjusted EBITDA” as a liquidity measure in accordance with Question 102.09, but continue to reconcile it to Net Income/Loss calculated in accordance with GAAP as required by the covenant in our debt agreements.  Exhibit 1 attached hereto demonstrates what this disclosure will look like in the Liquidity and Capital Resources section under the header "Long-Term Debt.”

The Staff is requested to direct any further questions regarding these filings and this letter to the undersigned at (404) 885-3721.  Thank you.

Sincerely,

/s/ James Stevens

James Stevens

Enclosures

Page  2

Securities and Exchange Commission

September 24, 2020

EXHIBIT 1

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Long-Term Debt

As of June 30, 2020, we had outstanding long-term debt of $499.9 million compared to $495.5 million at December 31, 2019, an increase of $4.4 million.  The debt balance at June 30, 2020 consisted of outstanding term debt of $387.0 million under the Senior Credit Facility and $98.4 million in term debt under the subordinated Credit and Guaranty Agreement with Goldman Sachs Specialty Lending Group, L.P. (the "GS Credit Facility") (including accrued payment-in-kind ("PIK") interest through June 30, 2020). Additionally, under the Senior Credit Facility, we have a $25.0 million revolving credit facility, which had $14.5 million drawn and outstanding as of June 30, 2020.  The outstanding principal amounts under the Senior Credit Facility and the subordinated GS Credit Facility mature in January 2023 and July 2023, respectively. The $25 million revolving credit facility expires in January 2022.

The Senior Credit Facility and the subordinated GS Credit Facility are secured by substantially all of our assets, however, the parent entity, Priority Technology Holdings, Inc., is neither a borrower nor guarantor to the Senior Credit Facility or the GS Credit Facility.

On March 18, 2020, we modified the Senior Credit Agreement and the GS Credit Amendment (collectively, the "Sixth Amendment").  As of June 30, 2020, financial covenants, as amended, under the Senior Credit Facility required the Total Net Leverage Ratio, as defined in the agreement, not to exceed 7.75:1.00 at June 30, 2020 through December 31, 2020.  The Total Net Leverage Ratio steps down thereafter.  The Total Net Leverage Ratio covenant is a material term within the Sixth Amendment.

As of June 30, 2020, we were in compliance with our financial covenants.  Noncompliance in the future could have materially adverse impacts on our financial condition, including giving the lenders the right to accelerate the debt repayment schedule and restricting access to the revolving credit facility.  Based upon current projections, the Company expects to be in compliance with its debt covenants for at least the foreseeable future.  For additional information about the risks associated with our debt agreements and related covenants, refer to the "Risk Factors Related to Our Indebtedness" in Item 1A, Risk Factors, in our most recent Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 30, 2020.

Total Net Leverage Ratio, Consolidated Total Debt, and Consolidated Adjusted EBITDA are defined in Section 1.01 of the Sixth Amendment (Exhibits 10.3.4 and 10.4.4 to this Quarterly Report on Form 10-Q) and summarized below:

•

 The Total Net Leverage Ratio means, at any date of determination, the ratio of Consolidated Total Debt for such date, to Consolidated Adjusted EBITDA.

•

 Consolidated Total Debt is the aggregate principal amount of indebtedness minus the aggregate amount of unrestricted cash at the balance sheet date.

Page  3

Securities and Exchange Commission

September 24, 2020

•

 Consolidated Adjusted EBITDA is consolidated net income plus any applicable items determined in accordance with clauses (i)(b) through (i)(v) of the Consolidated Adjusted EBITDA definition, minus any applicable items determined in accordance with clauses (ii)(a) through (ii)(g) of the Consolidated Adjusted EBITDA definition in Section 1.01 of the Sixth Amendment ("Applicable Adjustments").

Under the provisions of the Sixth Amendment, calculation of Consolidated Adjusted EBITDA at each interim quarterly measurement period in 2020 is determined as the current year-to-date Consolidated Adjusted EBITDA annualized.  For interim quarterly and full year measurement periods commencing in January 2021, calculation of Consolidated Adjusted EBITDA is determined on a last twelve months basis.

Consolidated Adjusted EBITDA is a non-GAAP liquidity measure. For determining the Total Net Leverage Ratio at June 30, 2020, Consolidated Adjusted EBITDA was calculated as follows in accordance with the referenced clause definitions from Section 1.01 of the Sixth Amendment:

(in thousands)

 Six Months Ended

 June 30, 2020

Consolidated Net Loss (GAAP)

 $

 (13,727

 )

 Applicable Adjustments:

 Interest expense (clause (b))

 21,983

 Depreciation and amortization (clause (d) and (e))

 20,635

 Income tax benefit  (clause (c))

 (818

 )

 Non-cash stock-based compensation  (clause (j))

 1,026

 Acquisition transition services (clause (k))

 1,735

 Debt modification expenses  (clause (h))

 376

 Write-off of an equity-method investment  (clause (f))

 211

 Certain legal fees and expenses (clause (m))

 820

 Litigation settlement costs  (clause (k)

 79

 Professional, accounting and consulting fees (clause (k))

 145

 Other professional and consulting fees  (clause (h))

 750

 Other adjustments and tax expenses (clause (q))

 (100

 )

Consolidated Adjusted EBITDA (non-GAAP)

 $

 33,115

 Factor to annualize year-to-date amount

 12/6

Annualized

 $

 66,230

Page  4

Securities and Exchange Commission

September 24, 2020

At June 30, 2020, the Total Net Leverage Ratio was 7:46:1.00, calculated as follows:

(in thousands, except ratio)

 June 30, 2020

Consolidated Total Debt:

 Current portion of long-term debt

 $

 11,724

 Long-term debt, net of discounts and deferred financing costs

 480,639

 Unamortized debt discounts and deferred financing costs

 7,528

 499,891

 Less unrestricted cash

 (5,854

 )

 Consolidated Total Debt

 $

 494,037

Annualized Consolidated Adjusted EBITDA  (non-GAAP)

 $

 66,230

Total Net Leverage Ratio

 7.46

Page  5

United States securities and exchange commission logo
September 10, 2020
Michael Vollkommer
Chief Financial Officer
Priority Technology Holdings, Inc.
2001 Westside Parkway, Suite 155
Alpharetta, GA 30004
Re:Priority Technology Holdings, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed March 30, 2020
File No. 001-37872
Dear Mr. Vollkommer:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2019
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Certain Non-GAAP Financial Measures, page 51
1.You state on page 33 that the Total Net Leverage Ratio covenant in your debt agreements
uses Consolidated Adjusted EBITDA in the denominator.  If you believe that your
debt agreements are material agreements, the covenant is a material term of the debt
agreements and that information about the covenant is material to an investor's
understanding of your financial condition and/or liquidity, please revise your disclosure to
reference Consolidated Adjusted EBITDA as a liquidity measure, rather than a
performance measure, and move the Consolidated Adjusted EBITDA disclosure to the
liquidity section, where it can be discussed in the context of the Total Net Leverage Ratio
covenant in your debt agreements.  Please present the actual Total Net Leverage Ratio
covenant computation (reconciled to GAAP amounts) for the most recent period only.
For each reconciling item, like pro-forma impacts for acquisitions, contracted revenue and
savings and other professional and consulting fees, disclose in greater detail their nature

 FirstName LastNameMichael Vollkommer
 Comapany NamePriority Technology Holdings, Inc.
 September 10, 2020 Page 2
 FirstName LastName
Michael Vollkommer
Priority Technology Holdings, Inc.
September 10, 2020
Page 2
and how they were derived.  Also, disclose any other material terms of the debt
agreements and the amounts or limits required for covenant compliance.  Further, disclose
the actual or reasonably likely effects of compliance or non-compliance with the covenant
on your financial condition and liquidity, including the resulting impact on other credit
and/or lease agreements due to cross-default provisions.  If some of this information is
disclosed elsewhere in the filing, you may cross-reference to that disclosure in lieu of
repeating it.  Refer to Question 102.09 of the Non-GAAP Financial Measures Compliance
and Disclosure Interpretations.  Similarly revise your disclosures in your Forms 10-Q
and 8-K.
            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 Linda Cvrkel at (202) 551-3813 or Rufus Decker at (202) 551-3769 if
you have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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PRIORITY
TECHNOLOGY HOLDINGS, INC.

2001
Westside Parkway

Suite
155

Alpharetta, GA 30004

    August
17, 2018

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Danilo Castelli

 Re: Priority
                                         Technology Holdings, Inc. (the “Company”)

                                         Registration Statement on Form S-3

                                         (File No. 333-226713)

Dear
Mr. Castelli:

Pursuant
to Rule 461(a) under the Securities Act of 1933, as amended, the undersigned hereby respectfully requests that the effective date
for the above-referenced Registration Statement on Form S-3 be accelerated so that it will be declared effective at 4:30 p.m.,
Eastern Time, on August 20, 2018, or as soon as practicable thereafter. We ask, however, that the Securities and Exchange Commission
staff not accelerate such effectiveness until we speak with you on that date.

The
Company hereby acknowledges that, if the Securities and Exchange Commission (the “Commission”) or its staff (the “Staff”),
acting pursuant to delegated authority, declares the filing effective, such action:

 ● does
                                         not foreclose the Commission from taking any action with respect to the filing;

 ● does
                                         not relieve the Company from its full responsibility for the adequacy and accuracy of
                                         the disclosure in the filing; and

 ● may
                                         not be asserted as a defense in any proceeding initiated by the Commission or any person
                                         under the federal securities laws of the United States.

We
request that we be notified of such effectiveness by telephone call to John Mahon of Schulte Roth & Zabel LLP at (202) 729-7477.

    Very truly yours,

    PRIORITY TECHNOLOGY HOLDINGS, INC.

    By:
    /s/ Thomas Priore

    Name: Thomas Priore

    Title: Executive Chairman

Mailstop 3561

August 14, 2018

Christopher Prince
General Counsel
Priority Technology Holdings, Inc.
2001 Westside Parkway
Alpharetta, Georgia 30004

Re: Priorities Technology Holdings, Inc.
  Registration Statement on Form S-3
Filed  August 9, 2018
  File No.  333-226713

Dear Mr. Prince :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  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.

Please  contact Danilo Castelli  at (202)551 -6521 with any questions.

Sincerely,

/s/ Parhaum J. Hamidi for

 Mara L. Ransom
Assistant Director
Office of Consumer Products
cc: Xavier Kowalski
 John Mahon

Mail Stop 3233
July 24, 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 completed our revi ew of your filing s as of July 5, 2018 .  We remind you that the
company and its management are responsible for the accuracy and adequacy of the ir disclosure s,
notwithstanding any review, comments, action or absence  of action  by the staff .

Sincerely,

/s/ Jennifer Gowetski

Jennifer Gowetski
Senior Counsel
Office of Real Estate and
Commodities

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

CORRESP
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        Giovanni Caruso

        Partner

        345 Park Avenue

        New York, NY 10154

    Direct     212.407.4866

Main       212.407.4000

Fax          212.937.3943

gcaruso@loeb.com

Via Edgar

May 24, 2018

Jennifer Gowetski
 U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re: M I Acquisitions, Inc.

Preliminary Proxy Statement
on Schedule 14A

Filed April 19, 2018

File No. 001-37872

Dear Ms. Gowetski:

On behalf of our client, M I Acquisitions,
Inc. (the “Company”), we hereby provide a response to the comments issued in a letter dated May 16, 2018 (the “Staff’s
Letter”) regarding the Company’s Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”). Contemporaneously,
we are submitting an amended preliminary proxy statement via Edgar (the “Amended Proxy”).

In order to facilitate the review by the
Commission’s staff (the “Staff”) of the Amended Proxy, we have responded, on behalf of the Company, to the comments
set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s
comments and correspond to the numbered paragraph in the Staff’s Letter.

Los Angeles New York Chicago Nashville
Washington, DC Beijing Hong Kong www.loeb.com

A limited liability partnership including professional corporations

        Jennifer Gowetski

        May 24, 2018

        Page 2

General

1.
We note you filed a preliminary proxy statement on Schedule 14A on April 26, 2018. Please revise to update your disclosure
to describe any extension to the time to complete an initial business combination and describe any payments from the founders relating
to the additional extension period.

Response:  The disclosure
in the Amended Proxy has been revised to provide that the time to complete a business combination was extended beyond June 19,
2018 pursuant to a vote of the Company’s stockholders. In addition, disclosure was added to indicate that no additional consideration
was paid for the extension beyond June 19, 2018, as is currently anticipated. However, as the stockholder vote has not yet taken
place, it is possible that this disclosure will need to be revised based on what actually takes place at the stockholder meeting.

2.
We note your disclosure on page 178 that, after the completion of the business combination, the Sellers “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, please revise your disclosure to disclose the exemption and describe how this transaction will comply with the exemption.

Response: The issuance
of shares to the Sellers by the Company will be conducted in a private placement not involving a public offering in accordance
with Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”). Specifically, 100% of Priority
Holdings LLC’s equity interests are owned by two entities: Priority Investment Holdings, LLC and Priority Incentive Equity
Holdings, LLC (collectively, the “Sellers”), each of which is an accredited investor as such term is defined under
Regulation D. Thomas Priore and John Priore, each of whom is an officer and director of Priority Holdings LLC, are co-managing
members of Priority Investment Holdings, LLC, which is in turn the non-member manager of Priority Incentive Equity Holdings, LLC,
meaning that Thomas Priore and John Priore collectively share complete voting and dispositive power over the equity interests of
Priority Holdings LLC to be transferred in connection with the transaction, and in turn will retain a similar level of control
over the securities to be received by the Sellers in exchange for such equity interests. Both Thomas Priore and John Priore qualify
as accredited investors under Regulation D. In addition, the Company engaged in no activities that could be viewed as involving
a general solicitation in connection with negotiating the terms of the business combination with the Sellers. As a result, notwithstanding
the large number of shares being issued, because the Company’s shares of common stock are being issued to only two entities
that both qualify as accredited investors, and that are in turn controlled by two individuals who likewise qualify as accredited
investors, the business combination is exempt from registration under the Securities Act pursuant to Section 4(a)(2), since it
is the issuance of shares by the Company in a transaction not involving a public offering. The disclosure on page 184 of the Amended
Proxy has been revised to include disclosure of the exemption relied upon.

        Jennifer Gowetski

        May 24, 2018

        Page 3

Recommendations of the
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 determined 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 Acquisitions and its stockholders.
In addition, please revise your risk factor on page 41 to more specifically describe the risks of not obtaining a fairness opinion.

Response:  The disclosure
on pages 15-16 and 42 of the Amended Proxy has been revised in accordance with the Staff’s comments.

Risk Factors, page 24

Priority’s Executive
Chairman, Thomas Priore, is presently subject to an SEC civil order..., page 35

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

Response:  The disclosure
on page 36 of the of the Amended Proxy has been revised in accordance with the Staff’s comments. In addition, other than
as presently disclosed in the Amended Proxy, neither the Company nor Priority believes that the SEC order relating to Mr. Priore
will otherwise have a material impact on the Company's operations subsequent to completion of the business combination, as neither
Priority, nor similar companies operating within the payment processing industry, typically control or otherwise operate in a manner
so as to subject them to regulation as a broker, dealer, investment adviser, municipal securities dealer or transfer agent.

        Jennifer Gowetski

        May 24, 2018

        Page 4

Interests of Certain Persons
in the Business Combination, page 59

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

Response:  The first
and second bullet points on page 64 of the Amended Proxy have been revised to provide additional information about how many shares
each of the Company’s officers and directors has an interest in and the nature of the outstanding expenses. Because the Company
has obtained a waiver from each of its vendors that is currently owed money by the Company, the Company does not believe that it
has any specific liability to disclose in connection with the third bullet point, although it remains a potential liability and
therefore a conflict of interest.

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 risk factor disclosure
on page 44. Please revise your risk factor disclosure to describe the reasons for adopting the exclusive forum provision and more
specifically describe any questions as to enforceability of the exclusive forum provision under Delaware law.

Response:  The disclosure
on pages 46-47 of the Amended Proxy has been revised in accordance with the Staff’s comments.

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.

Response:
 The disclosure on pages 27-28 of the Amended Proxy has been revised in accordance with the Staff’s comments. In addition,
while the vendors referenced in the revised disclosure are anticipated to represent a significant portion of the combined company’s
processing volume subsequent to completion of the business combination, Priority believes that there are other vendors of similar
scale that can provide substantially similar services to Priority at comparable rates, if necessary.

        Jennifer Gowetski

        May 24, 2018

        Page 5

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 expiration 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.

Response:  The Company
evaluates deferred tax assets quarterly in accordance with FASB ASC 740-10-30 to assess the likelihood of realization, which is
ultimately dependent upon generating future taxable income prior to the expiration of net operating loss (NOL) carryforwards. The
Company has considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for
the valuation allowance.

 As a result of this
assessment, the Company determined it “more likely than not” that these net U.S. deferred tax assets would not be
realized in the future and therefore, a full valuation allowance was recorded at December 31, 2017.

The disclosure on page F-31
of the Amended Proxy has been revised to provide as follows:

The Company has a net operating
loss (“NOL”) of approximately $243,100. These NOLs, if not utilized, expire beginning in 2035. The ultimate realization
of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences
representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities,
projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information
available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets
and determined it was more likely than not that they will not realize the tax asset and has therefore established a full valuation allowance at December 31, 2017.

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, respectively. 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 upon.

Response: The Company acknowledges the Staff’s
comment and respectfully submits that Priority's determination of the amortization policy follows the guidance in ASC 350-30-35-6,
which requires that a recognized intangible asset be amortized over its useful life and that the method of amortization reflect
the pattern in which the economic benefits of the intangible asset are consumed or otherwise used up. Priority’s customer
relationships include mainly economic rights to future residual payments (i.e., amounts due to ISOs and ISAs on the processing
volume of Priority's merchant customers), for the portfolio of customers, while its merchant portfolios include merchant contracts
acquired through business, asset and new relationship acquisitions. In general, the utility of these assets is greater in the beginning
of their lives and deteriorates over time. For this reason Priority has determined that the accelerated amortization methodologies
reflect the period of economic benefit, based on attrition rates for these business relationships. Priority’s approach is
consistent with practice in the credit card processing industry, where customer intangibles are typically amortized on an accelerated
basis.

        Jennifer Gowetski

        May 24, 2018

        Page 6

Priority typically determines the appropriate
accelerated amortization methodology to apply at the time of acquisition of a specific customer relationship or merchant
portfolio based on one or more of the following factors: third-party valuation reports, the nature of the contractual
arrangements, historic attrition rates relating to similar customer relationships or merchant portfolios, the historic
relationship with the relevant reseller, and attrition rates of the credit card processing industry generally. During the
acquisition of new customer relationships and merchant portfolios, Priority typically prepares cash flow projections based on
one or more of the aforementioned factors. For example, Priority has found that annual attrition rates for acquired customer
relationships and merchant portfolios accelerate over time. The business relationships that comprise Priority’s
customer relationships and merchant portfolios carry varying degrees of risk, which may lead to a deviation in underlying
merchant and transaction processing attrition rates. Additionally, analyses of Priority ‘s merchant portfolio and
customer relationship intangible assets generally indicate that a portfolio will earn between 40%-65% of its total earning
potential in less than half of its useful life, indicating that the earlier years drive a greater proportional share of its
economic benefit than the later years. Priority applies the aforementioned accelerated methods of amortization in an
effort to match the percentage of asset value amortized over the asset’s life to the economic value generated by the
asset over the same period. Accordingly, Priority determined that the aforementioned accelerated methods of amortization
reliably match the patterns in which the economic benefits of these assets are consumed.

Please call me at 212
407-4866 if you would like additional information with respect to any of the foregoing. Thank you.

Sincerely,

/s/ Giovanni Caruso

Giovanni Caruso

Partner

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)

CORRESP
1
filename1.htm

M I Acquisitions, Inc.

c/o Magna Management LLC

40 Wall Street, 58th Floor

New York, NY 10005

September 12, 2016

VIA EDGAR & TELECOPY

Tom Kluck

Legal Branch Chief

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

RE:	M I Acquisitions, Inc. (the “Company”)

	Registration Statement on Form S-1

	(File No. 333-212675) (the “Registration Statement”)

Dear Mr. Kluck:

The Company hereby
requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration
Statement so that such Registration Statement will become effective as of 4:30 p.m. on September 13, 2016, or as soon thereafter
as practicable.

The Company hereby acknowledges that:

 · Should the Securities and Exchange Commission (the “Commission”) or the Staff, acting pursuant to delegated authority,
declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration
Statement;

 · The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration
Statement; and

 · The Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

[Signature page follows]

Very truly yours,

M I ACQUISITIONS, INC.

By:  	/s/ Joshua Sason

Name: Joshua Sason

Title: Chief Executive Officer

CORRESP
1
filename1.htm

CHARDAN CAPITAL MARKETS, LLC

17 State Street,

Suite 1600

New York, NY 10004

September 12, 2016

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    M I Acquisitions, Inc.

        Registration Statement on Form S-1

        File No. 333-212675

VIA EDGAR

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Chardan Capital Markets,
LLC, as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration
Statement so that it will become effective at 4:30 p.m., Washington D.C. time, on September 13, 2016, or as soon thereafter as
practicable.

The following is supplemental information supplied
under Rule 418(a)(7) and Rule 460 under the Securities Act of 1933:

  (i) Date of preliminary prospectus: September 9, 2016

  (ii) Date of distribution: September 12, 2016

 (iii) Number of prospective underwriters and selected dealers to whom the preliminary prospectus was furnished: 15

 (iv) Number of prospectuses so distributed: 226

The undersigned confirms that it has complied
with and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied
with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the
above-referenced issue.

Very truly
yours,

CHARDAN CAPITAL
MARKETS, LLC

By: /s/ Jonas Grossman

        Name: Jonas Grossman

        Title: President

Mail Stop 3233
January 23, 2016

Via E -mail
Joshua Sason
c/o/ Magna Management LLC
5 Hanover Square
New York, NY 10004

Re: M I Acquisitions, Inc.
Amendment No. 1  to Draft Registration Statement on Form S-1
Submitted December 23, 2016
  CIK No. 0001653558

Dear Mr. Sason :

We have reviewed your amended draft registration statement  and have the following
comment. Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or  publicly  filing your registration statement
on EDGAR.  If you do not believe our comment applies to your facts and circumstances or do
not believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you pro vide in response to this comment and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

Prospectus Summary, page 1

Stockholder approval of, or tender offer in connection with, initial business combination, page 12

1. We note that your insiders, officers, directors, and their affiliates could purchase shares in the
open market or in private transactions to satisfy the cash conditions or to influence the vote.
Please clarify here and on page 56 whe ther funds in the trust account may be used for such
purchases.  Please disclose how you expect the purchases would comply with the anti -
manipulation provisions of Section 9(a)(2) and 10(b) of the Exchange Act, Rule 10b -18 (if
applicable), and Regulation M .

Joshua Sason
M I Acquisitions, Inc.
January 23,  2016
Page 2

 You may contact Peter McPhun, Staff Accountant, at (202) 551 -3581 or Robert
Telewicz, Accounting Branch Chief,  at (202) 551 -3438 if you have questions regarding
comments on the financial statements and related matters.  Please contact Rahul Patel  at (202)
551-3799 or me at (202) 551 -3233 with any other questions.

Sincerely,

 /s/ Tom Kluck

 Tom Kluck
Legal Branch Chief
Office of Real Estate and
Commodities

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

CORRESP
1
filename1.htm

        Giovanni
        Caruso

        Partner

        345
        Park Avenue

        New York, NY 10154

    Direct	    212.407.4866

    Main      	212.407.4000

    Fax	         212.937.3943

    gcaruso@loeb.com

Via
Edgar

December
22, 2015

    Tom
                                         Kluck

                                         U.S. Securities & Exchange Commission

        100
        F Street, NE

        Washington,
        D.C. 20549

 Re: M
                                         I Acquisitions, Inc.

                                         Draft Registration Statement on Form S-1

                                         Submitted October 13, 2015

                                         CIK No. 0001653558

Dear
Mr. Reynolds:

On
behalf of our client, M I Acquisitions, Inc. (the “Company”), we hereby provide a response to the comments issued
in a letter dated November 9, 2015 (the “Staff’s Letter”) regarding the Company’s draft Registration Statement
on Form S-1 (the “Registration Statement”). Contemporaneously, we are submitting the Registration Statement via Edgar
(the “Amended S-1”).

In
order to facilitate the review by the Commission’s staff (the “Staff”) of the Registration Statement, we have
responded, on behalf of the Company, to the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered
paragraphs set forth below respond to the Staff’s comments and correspond to the numbered paragraph in the Staff’s
Letter.

General

 1. Please
                                         supplementally provide us with copies of all written communications, as defined in Rule
                                         405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
                                         present to potential investors in reliance on Section 5(d) of the Securities Act, whether
                                         or not they retain copies of the communications.

Response:
Neither the Company nor anyone on the Company’s behalf has had any written communications with potential investors relating
to the offering contemplated by the Registration Statement. If any such communications are made in reliance on Section 5(d), the
Company will provide a copy of such communications to the Staff.

 2. We
                                         note your disclosure that you may seek stockholder approval of your initial business
                                         combination at a meeting called for such purposes. We also note your disclosure that
                                         the insiders have agreed to vote their insider shares, private shares, and any public
                                         shares acquired in favor of any proposed business combination. Please disclose the number
                                         and percentage of shares offered in this registration statement that would be required
                                         to vote in favor of a business combination in order for it to be approved, given that
                                         insiders will beneficially own 23.1% of the issued and outstanding shares after this
                                         offering.

Response:
The disclosure on pages 13 and 55 of the Amended S-1 has been revised in accordance with the Staff’s comments.

Risk
Factors

If
we determine to change our acquisition criteria or guidelines . . ., page 20

 3. We
                                         note the disclosure in this risk factor. Please revise the disclosure throughout the
                                         prospectus to clarify, if true, that the 80% test would no longer apply if you are delisted
                                         from Nasdaq. In addition, in an appropriate section of the prospectus, please identify
                                         and describe each of the “acquisition criteria or guidelines” that could
                                         be changed and explain the potential impact on investors in your offering. Specifically
                                         discuss the factors you will consider when deciding whether, how or when you may deviate
                                         from these criteria or guidelines. Lastly, please revise to clearly state whether investors
                                         will be given redemption rights to the extent there are any changes to your acquisition
                                         criteria or guidelines. Please provide a discussion of these matters in the prospectus
                                         summary.

Response:
In response to the Staff’s comment, the Company has revised the risk factor on page 21 of the Amended S-1 and added disclosure
similar to that contained in the risk factor to page 11 of the Amended S-1. In addition, the Company has included more detailed
disclosure on page 59 of the Amended S-1.

In
addition, the Company has added disclosure on pages 2, 14, 25 and 52 of the Amended S-1 to indicate that if the Company is no
longer listed on Nasdaq it will not need to comply with the 80% test.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations Related Party Transactions, page 49

 4. Please
                                         provide the name of the related party who loaned the registrant funds to cover expenses
                                         related to the offering. Also disclose the insiders who will purchase in the private
                                         placement. See Item 404(a)(1) of Regulation S-K. Revise similar disclosure on page 74.

Response:
The disclosure on pages 4, 10, 40, 47, 73. 74 and II-4 of the Amended S-1 has been revised in accordance with the Staff’s
comments.

Employees,
page 62

 5. We
                                         note your disclosure on page 62 that you have two executive officers. However, on page
                                         66, you only provide certain disclosures regarding Joshua Sason. Please revise.

Response:
The disclosure on page 61 has been revised to state that we have one executive officer.

Legal
Proceedings, page 63

 6. We
                                         note your disclosure that there are no material legal proceedings currently pending or
                                         known to be contemplated against any members of your management team in their capacity
                                         as such. Please tell us how you determined that the lawsuit filed in the Supreme Court
                                         of New York (Index No. 153480/2015) by Richard Granville and Yippy, Inc. against Mr.
                                         Sason and Magna Group LLC is not material.

Response:
The Company considered whether the suit against Mr. Sason and Magna Group LLC was material to investors and determined that
it was not material because the Company believes that the lawsuit was filed against Magna Group LLC and Mr. Sason in
retaliation for a suit instituted against Yippy, Inc. and Richard Granville by Hanover Holdings I LLC (an affiliate of Magna
Group) due to Yippy’s failure to repay certain promissory notes. The Company further believes that Yippy, Inc. and Mr.
Granville made defamatory statements in the press about Magna Group and Mr. Sason in an attempt to force them to drop the
Hanover suit. Mr. Sason and Magna Group filed a counterclaim for defamation against Yippy and Mr. Granville, to which Yippy
and Mr. Granville did not file a reply. In addition, Yippy and Mr. Granville failed to file replies to certain motions made
by Magna Group and Mr. Sason. Mr. Sason and Magna Group believe that the lawsuit against them is without merit and expect to
prevail in court.

Management,
page 66

Conflicts
of Interest, page 69

 7. We
                                         note your disclosure on page 72 that M SPAC LLC will own 23.1% of the outstanding shares
                                         and that Mr. Sason is the sole managing member of M SPAC LLC. Please include corresponding
                                         disclosure in your conflicts of interest table.

Response:
The disclosure on page 69 of the Amended S-1 has been revised in accordance with the Staff’s comments.

Principal
Stockholders, page 72

 8. We
                                         note your disclosure on page 72 that none of your insiders, officers, directors and director
                                         nominees has indicated that he or she intends to purchase your units in the offering.
                                         We also note your disclosure that members of your management team currently intend to
                                         purchase the entire 500,000 units offered pursuant to the directed unit program. Please
                                         revise to clarify this apparent discrepancy.

Response:
The disclosure on page 71 of the Amended S-1 has been revised to be consistent with the disclosure in the remainder of the Amended
S-1.

Exhibits

 9. Please
                                         file all required exhibits as promptly as possible. If you are not in a position to file
                                         your legal opinion with the next amendment, please file a draft copy on EDGAR as correspondence.

Response:
The Company has filed all exhibits other than exhibit numbers 1.1, 4.5 and 23.1 with this filing.

Please
call me at 212 407-4866 if you would like additional information with respect to any of the foregoing. Thank you.

Sincerely,

/s/
Giovanni Caruso

Giovanni
Caruso

Partner

Mail Stop 3233
November 9, 2015
Via E -mail
Joshua Sason
c/o Magna Management LLC
5 Hanover Square
New York, NY 10004

Re: M I Acquisitions, Inc.
Draft Registration Statement on Form S-1
Submitted October 13, 2015
  CIK No. 0001653558

Dear Mr. Sason :

We have reviewed your draft registration statement  and 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 this letter by providing the request ed information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

General

1. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you , or anyone authorized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

2. We note your disclosure that you may seek stockholder approval of your initial business
combination at a meeting called for such purposes.  We also note your disclosure that the
insiders have agre ed to vote their insider shares, private shares, and any public shares
acquired in favor of any proposed business combination.  Please disclose the number and
percentage of shares offered in this registration statement that would be required to vote
in fav or of a business combination in order for it to be approved, given that insiders will
beneficially own 23.1% of the issued and outstanding shares after this offering.

Joshua Sason
M I Acquisitions, Inc.
November 9, 2015
Page 2

Risk Factors

If we determine to change our acquisition criteria or guidelines… , page 2 0

3. We note the disclosure in this risk factor.  Please revise the disclosure throughout the
prospectus to clarify, if true, that the 80% test would no longer apply if you are delisted
from Nasdaq.   In addition, in an appropriate section of the prospectus, please identify and
describe each of the “acquisition criteria or guidelines” that could be changed and explain
the potential impact on investors in your offering.   Specifically discuss the factors you
will consider when deciding whether, how or when you m ay deviate from these criteria
or guidelines.   Lastly, please revise to clearly state whether investors will be given
redemption rights to the extent there are any changes to your acquisition criteria or
guidelines.  Please provide a discussion of these ma tters in the prospectus summary.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Related Party Transactions, page 4 9

4. Please provide the name of the related party who loaned the registrant funds to cover
expenses rel ated to the offering.  Also disclose the insiders who will purchase in the
private placement.   See Item 404(a)(1) of Regulation S -K.  Revise similar disclosure on
page 74.

Employees, page 62

5. We note your disclosure on page 62 that you have two executive officers.  However, on
page 66, you only provide certain disclosures regarding Joshua Sason.  Please revise.

Legal Proceedings, page 63

6. We note your disclosure that there are no material legal proceedings currently pending or
known to be contemplated against any members of your management team in their
capacity as such.  Please tell us how you determined that the lawsuit filed in the Supreme
Court of New York (Index No. 153480/2015) by Richard Granville and Yippy, Inc.
against Mr. Sason and Magna Group  LLC is not material.

Management, page 66

Conflicts of Interest, page 69

7. We note your disclosure on page 72 that M SPAC LLC will own 23.1% of the
outstanding shares and that Mr. Sason is the sole managing member of M SPAC LLC.
Please include correspond ing disclosure in your conflicts of interest table.

Joshua Sason
M I Acquisitions, Inc.
November 9, 2015
Page 3

Principal Stockholders, page 72

8. We note your disclosure on page 72 that none of your insiders, officers, directors and
director nominees has indicated that he or she intends to purchase your units in th e
offering.  We also note your disclosure that members of your management team currently
intend to purchase the entire 500,000 units offered pursuant to the directed unit program.
Please revise to clarify this apparent discrepancy.

Exhibits

9. Please file all required exhibits as promptly as possible.  If you are not in a position to file
your legal opinion with the next amendment, please file a draft copy on EDGAR as
correspondence.

You may contact Peter McPhun at (202) 551-3581  or Robert Telewicz  at (202) 551 -3438
if you have questions regarding comments on the financial statements and related matters.
Please contact Rahul Patel  at (202) 551 -3799  or me at (202) 551 -3233  with any other questions.

Sincerely,

 /s/ Tom Kluck

 Tom Kluck
Legal Branch Chief
Office of Real Estate and
Commodities

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