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13G Filing: K2 Principal Fund, L.P. and I-AM Capital Acquisition Co (IAMXU)

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
THE K 0 400,000 0 400,000 400,000 8.00%
K 0 400,000 0 400,000 400,000 8.00%
K 0 400,000 0 400,000 400,000 8.00%
SHAWN KIMEL 0 400,000 0 400,000 400,000 8.00%
SHAWN KIMEL INVESTMENTS, INC 0 400,000 0 400,000 400,000 8.00%
K 0 400,000 0 400,000 400,000 8.00%

Page 1 of 11 – SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G

(Rule 13d-102)

 

Under the Securities Exchange Act of 1934

 

I-Am Capital Acquisition Company

(Name of Issuer)

Units (1 common share, 1 warrant to purchase one share of common stock and 1 right to buy 1/10 of common stock)

(Title of Class of Securities)

45074Q207

(CUSIP Number)

August 17, 2017

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b) ¨
Rule 13d-1(c) x
Rule 13d-1(d) ¨

*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).

(Continued on following pages)

(Page 1 of 13 Pages)

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Page 2 of 11 – SEC Filing

CUSIP No.  45074Q207 Schedule 13G Page
2 of 13 Pages
1

NAME OF REPORTING PERSONS

 

THE K2 Principal Fund,
L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Ontario, CANADA

NUMBER OF SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON WITH

5

SOLE VOTING POWER

   -0-

6

SHARED VOTING POWER

    400,000

7

SOLE DISPOSITIVE POWER

   -0-

8

SHARED DISPOSITIVE POWER

 400,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    400,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.00%

12

TYPE OF REPORTING PERSON

PN

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Page 3 of 11 – SEC Filing

CUSIP No.  45074Q207 Schedule 13G Page 3 of 13 Pages
1

NAME OF REPORTING PERSONS

K2 GenPar L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Ontario, CANADA

NUMBER OF SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON WITH

5

SOLE VOTING POWER

   -0-

6

SHARED VOTING POWER

   400,000

7

SOLE DISPOSITIVE POWER

   -0-

8

SHARED DISPOSITIVE POWER

400,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

   400,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.00%

12

TYPE OF REPORTING PERSON

PN

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Page 4 of 11 – SEC Filing

CUSIP No.  45074Q207 Schedule 13G Page 4 of 13 Pages
1

NAME OF REPORTING PERSONS

 

K2 GENPAR 2009 Inc.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Ontario, CANADA

NUMBER OF SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON WITH

5

SOLE VOTING POWER

   -0-

6

SHARED VOTING POWER

   400,000

7

SOLE DISPOSITIVE POWER

   -0-

8

SHARED DISPOSITIVE POWER

   400,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

   400,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.00%

12

TYPE OF REPORTING PERSON

CO

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Page 5 of 11 – SEC Filing

CUSIP No.  45074Q207 Schedule 13G Page 5 of 13 Pages
1

NAME OF REPORTING PERSONS

SHAWN KIMEL

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

CANADA

NUMBER OF SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON WITH

5

SOLE VOTING POWER

   -0-

6

SHARED VOTING POWER

    400,000

7

SOLE DISPOSITIVE POWER

   -0-

8

SHARED DISPOSITIVE POWER

 400,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    400,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.00%

12

TYPE OF REPORTING PERSON

IN

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Page 6 of 11 – SEC Filing

CUSIP No.  45074Q207 Schedule 13G Page 6 of 13 Pages
1

NAME OF REPORTING PERSONS

SHAWN KIMEL INVESTMENTS, INC.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

ONTARIO, CANADA

NUMBER OF SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON WITH

5

SOLE VOTING POWER

   -0-

6

SHARED VOTING POWER

    400,000

7

SOLE DISPOSITIVE POWER

   -0-

8

SHARED DISPOSITIVE POWER

    400,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

   400,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.00%

12

TYPE OF REPORTING PERSON

CO

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Page 7 of 11 – SEC Filing

CUSIP No.  45074Q207 Schedule 13G Page 7 of 13 Pages
1

NAME OF REPORTING PERSONS

K2 & ASSOCIATES INVESTMENT MANAGEMENT INC.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

ONTARIO, CANADA

NUMBER OF SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON WITH

5

SOLE VOTING POWER

   -0-

6

SHARED VOTING POWER

    400,000

7

SOLE DISPOSITIVE POWER

   -0-

8

SHARED DISPOSITIVE POWER

    400,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

   400,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.00%

12

TYPE OF REPORTING PERSON

CO

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Page 8 of 11 – SEC Filing

CUSIP No.  45074Q207 Schedule 13G Page 9 of 13 Pages
(d) ¨   Investment company registered under
Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) ¨   An investment adviser in accordance
with § 240.13d-1(b)(1)(ii)(E);
(f) ¨     An employee benefit plan
or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g) ¨    A parent holding company or control
person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h) ¨    A savings association as defined
in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) ¨    A church plan that is excluded
from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
(j) ¨    A non-U.S. institution in accordance
with § 240.13d-1(b)(1)(ii)(J);
(k) ¨    Group, in accordance with §
240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance
with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:________________.

Item 4. Ownership:

Provide the following information regarding
the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

The K2 Principal Fund, L.P.

(a) Amount beneficially owned: 400,000
(b) Percent of class: 8.00%
(c) Number of shares as to which the person has:
(i)   Sole power to vote or direct the vote: 0
(ii)   Shared power to vote or direct the vote: 400,000
(iii)   Sole power to dispose or direct the disposition of: 0
(iv)   Shared power to dispose or direct the disposition of: 400,000

K2 GenPar L.P.

(a) Amount beneficially owned: 400,000
(b) Percent of class: 8.00%
(c) Number of shares as to which the person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 400,000
(iii) Sole power to dispose or direct the disposition of: 0
(iv) Shared power to dispose or direct the disposition of: 400,000

K2 GenPar 2009 Inc.

(a) Amount beneficially owned: 400,000

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Page 9 of 11 – SEC Filing

CUSIP No.  45074Q207 Schedule 13G Page 10 of 13 Pages
(b) Percent of class: 8.00%
(c) Number of shares as to which the person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 400,000
(iii) Sole power to dispose or direct the disposition of: 0
(iv) Shared power to dispose or direct the disposition of: 400,000

Shawn Kimel

(a) Amount beneficially owned: 400,000
(b) Percent of class: 8.00%
(c) Number of shares as to which the person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 400,000
(iii) Sole power to dispose or direct the disposition of: 0
(iv) Shared power to dispose or direct the disposition of: 400,000

Shawn Kimel Investments, Inc.

(a) Amount beneficially owned: 400,000
(b) Percent of class: 8.00%
(c) Number of shares as to which the person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 400,000
(iii) Sole power to dispose or direct the disposition of: 0
(iv) Shared power to dispose or direct the disposition of: 400,000

K2 & Associates Investment Management Inc..

(a) Amount beneficially owned: 400,000
(b) Percent of class: 8.00%
(c) Number of shares as to which the person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 400,000
(iii) Sole power to dispose or direct the disposition of: 0
(iv) Shared power to dispose or direct the disposition of: 400,000

400,000 shares of the Issuer’s Units are held of record (and may be deemed to be beneficially owned) by The K2 Principal Fund, L.P. See Item 2(a) above for a description of the corporate structure of the Reporting Persons. Each of the Reporting Persons may be deemed to be beneficial owners of the 400,000 shares of the Issuer’s Units that are held by The K2 Principal Fund, L.P. Mr. Shawn Kimel is president of each of SKI, the GP, GenPar 2009 and K2 and Associates, and exercises ultimate voting and investment powers over the 400,000 shares of the Issuer’s Units that are held of record by The K2 Principal Fund, L.P

The percentages used in this Schedule 13G are calculated based upon 5,000,000 units issued and outstanding as of August 22, 2017, as reported in the companies 8-K filed with the SEC on August 28, 2017.
On August 22, 2017, I-AM Capital Acquisition Company (the “Company”) consummated its initial public offering (“IPO”) of 5,000,000 units (“Units”), each Unit consisting of one share of common stock, $0.0001 par value per share (“Common Stock”), one right entitling the holder thereof to receive one-tenth (1/10) of one share of Common Stock upon the consummation of an initial business combination, and one warrant to purchase one share of Common Stock, pursuant to the registration statement on Form S-1 (File No. 333-219251). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $50,000,000. The Company has granted the underwriters a 45-day option to purchase up to 750,000 additional Units to cover over-allotments, if any.

Item 5.         Ownership
of Five Percent or Less of a Class.

If this statement
is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more
than five percent of the class of securities, check the following
¨.

Item 6.         Ownership
of More Than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.         Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

Item 8.         Identification
and Classification of Members of the Group.

Not applicable.

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Page 10 of 11 – SEC Filing

CUSIP No.  45074Q207 Schedule 13G Page 11 of 13 Pages

Item 9.         Notice
of Dissolution of Group.

Not applicable.

Item 10.        Certification.

Each of the Reporting Persons hereby makes the following certification:

By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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Page 11 of 11 – SEC Filing

CUSIP No.  45074Q207 Schedule 13G Page 12 of 13
Pages

SIGNATURE

After reasonable inquiry and to the best
of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: August 30, 2017

THE K2 PRINCIPAL FUND, L.P.
By: K2 GENPAR L.P., its General Partner
By: K2 GENPAR 2009 INC., its General Partner
By: /s/ Shawn Kimel
Shawn Kimel
President
K2 GENPAR, L.P.
By:  K2 GENPAR 2009 INC., its General Partner
By: /s/ Shawn Kimel
Shawn Kimel
President
K2 GENPAR 2009 INC.
By: /s/ Shawn Kimel
Shawn Kimel
President
SHAWN KIMEL INVESTMENTS, INC.
By: /s/ Shawn Kimel
Shawn Kimel
President
K2 & ASSOCIATES INVESTMENT MANAGEMENT INC.
By: /s/ Shawn Kimel
Shawn Kimel
President
     
  /s/ Shawn Kimel

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

CUSIP No.  45074Q207 Schedule 13G Page 13 of 13 Pages

Exhibit 1

JOINT FILING AGREEMENT PURSUANT TO
RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Date:
August 30, 2017

THE K2 PRINCIPAL FUND, L.P.
By: K2 GENPAR L.P., its General Partner
By: K2 GENPAR 2009 INC., its General Partner
By: /s/ Shawn Kimel
Shawn Kimel
President
K2 GENPAR, L.P.
By:  K2 GENPAR 2009 INC., its General Partner
By: /s/ Shawn Kimel
Shawn Kimel
President
K2 GENPAR 2009 INC.
By: /s/ Shawn Kimel
Shawn Kimel
President
SHAWN KIMEL INVESTMENTS, INC.
By: /s/ Shawn Kimel
Shawn Kimel
President
     
     
  /s/ Shawn Kimel
K2 & ASSOCIATES INVESTMENT MANAGEMENT INC.
By: /s/ Shawn Kimel
Shawn Kimel
President
     
     
  /s/ Shawn Kimel
Shawn Kimel, in his individual capacity
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