Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
The information required on 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).
CUSIP No. G2692M129
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Boothbay Absolute Return Strategies LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [X]
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3.
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SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
324,250*
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
324,250*
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
324,250*
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10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.46%*
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12.
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TYPE OF REPORTING PERSON (see instructions)
PN
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CUSIP No. G2692M129
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Boothbay Fund Management, LLC
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [X]
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
324,250*
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
324,250*
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
324,250*
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.46%*
|
12.
|
TYPE OF REPORTING PERSON (see instructions)
IA, OO
|
CUSIP No. G2692M129
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ari Glass
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [X]
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
324,250*
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
324,250*
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
324,250*
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.46%*
|
12.
|
TYPE OF REPORTING PERSON (see instructions)
IN, HC
|
Item 1.
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(a)
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Name of Issuer
DD3 Acquisition Corp. (the “Issuer”)
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|
|
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(b)
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Address of Issuer’s Principal Executive Offices
Pedregal 24, Colonia Molino del Rey, Del. Miguel Hidalgo
05120 Mexico City, Mexico
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Item 2.
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(a)
|
Name of Person Filing:
Boothbay Absolute Return Strategies LP*
Boothbay Fund Management, LLC*
Ari Glass*
|
|
|
|
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(b)
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Address of the Principal Office or, if none, residence
810 7
th
Avenue, Suite 615
New York, NY 10019-5818
|
|
|
|
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(c)
|
Citizenship
Boothbay Absolute Return Strategies LP – Delaware
Boothbay Fund Management, LLC – Delaware
Ari Glass – United States
|
|
|
|
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(d)
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Title of Class of Securities
Ordinary Shares
|
|
|
|
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(e)
|
CUSIP Number
G2692M129
|
Item 3. If this statement is filed pursuant
to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
N/A
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.
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(a)
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Amount beneficially owned:
Boothbay Absolute Return Strategies LP – 324,250*
Boothbay Fund Management, LLC – 324,250*
Ari Glass – 324,250*
|
|
|
|
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(b)
|
Percent of class:
Boothbay Absolute Return Strategies LP – 4.46%*
Boothbay Fund Management, LLC – 4.46%*
Ari Glass – 4.46%*
|
|
(c)
|
Number of shares as to which the person has:
|
|
(i)
|
Sole power to vote or to direct the vote
Boothbay Absolute Return Strategies LP – 0
Boothbay Fund Management, LLC – 0
Ari Glass – 0
|
|
|
|
|
(ii)
|
Shared power to vote or to direct the vote
Boothbay Absolute Return Strategies LP – 324,250*
Boothbay Fund Management, LLC – 324,250*
Ari Glass – 324,250*
|
|
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
Boothbay Absolute Return Strategies LP – 0
Boothbay Fund Management, LLC – 0
Ari Glass – 0
|
|
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
Boothbay Absolute Return Strategies LP – 324,250*
Boothbay Fund Management, LLC – 324,250*
Ari Glass – 324,250*
|
Instruction
. For computations regarding
securities which represent a right to acquire an underlying security
see
§240.13d-3(d)(1).
* The ordinary shares (the “Shares”)
of DD3 Acquisition Corp., a blank check company incorporated under the laws of the British Virgin Islands (the “Issuer”),
reported herein are held in the form of units (the “Units”). Each Unit consists of one ordinary share and one redeemable
warrant. Each warrant entitles the holder thereof to purchase one ordinary share. Each warrant will become exercisable on the later
of 30 days after the completion of an initial business combination, (“Initial Business Combination”), as described
in more detail in the Issuer’s prospectus filed with the SEC on October 12, 2018 (the “Prospectus”), or 12 months
from the closing of the offering, and will expire five years after the completion of an Initial Business Combination, or earlier
upon redemption or liquidation. In accordance with Rule 13d-3(d)(1) regarding securities which represent a right to acquire an
underlying security, each Unit has been reported herein as representing the beneficial ownership of one (1) ordinary share.
The Units are held by Boothbay Absolute Return
Strategies LP, a Delaware limited partnership (the “Fund”), which is managed by Boothbay Fund Management, LLC, a Delaware
limited liability company (the “Adviser”). The Adviser, in its capacity as the investment manager of the Fund, has
the power to vote and the power to direct the disposition of all Units held by the Fund. Ari Glass is the Managing Member of the
Adviser. Accordingly, for the purposes of Reg. Section 240.13d-3, the reporting persons herein may be deemed to beneficially own
an aggregate of 324,250 Shares, or 4.46% of the 7,269,450 Shares that were issued and outstanding as of November 23, 2018, as disclosed
in the Issuer’s Quarterly Filing for the quarter ended September 30, 2018, as filed with the SEC on November 26, 2018.
This report shall not be deemed an admission
that the Adviser, the Fund or any other person is the beneficial owner of the securities reported herein for purposes of Section
13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the reporting persons herein disclaims
beneficial ownership of the Shares reported herein except to the extent of the reporting person’s pecuniary interest therein.
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 person has ceased to be the beneficial owner of more than five percent of the
class of securities, check the following [X].
Instruction
. Dissolution of a group
requires a response to this item.
Item 6. Ownership of More than Five Percent
on Behalf of Another Person.
N/A
Item 7. Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
N/A
Item 8. Identification and Classification
of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification.
By signing below I certify that, to the best
of my 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.
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2019
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Boothbay Absolute Return Strategies LP
|
|
|
|
|
By:
|
Boothbay Fund Management, LLC, its investment manager
|
|
|
|
|
By:
|
/s/ Ari Glass
|
|
|
Ari Glass, Managing Member
|
|
|
|
|
Boothbay Fund Management, LLC
|
|
|
|
|
By:
|
/s/ Ari Glass
|
|
|
Ari Glass, Managing Member
|
|
|
|
|
Ari Glass
|
|
|
|
|
By:
|
/s/ Ari Glass
|
|
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Individually
|
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 the 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.
Note. Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies
are to be sent.
Attention. Intentional misstatements or omissions
of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
JOINT FILING STATEMENT
PURSUANT TO RULE 13D-1(K)(1)
The undersigned hereby consent and agree to
the joint filing of Schedule 13G Amendment No. 1 under the Securities Exchange Act of 1934, as amended, with respect to the Shares
of DD3 Acquisition Corp., together with any or all amendments thereto, when and if required. The parties hereto further consent
and agree to file this Joint Filing Statement pursuant to Rule13d-1(k)(1)(iii) as an exhibit to Schedule 13G, thereby incorporating
the same into such Schedule13G.
This Joint Filing Statement may be terminated
by any of the undersigned upon written notice or such lesser period of notice as the undersigned may mutually agree.
Dated: February 14, 2019
|
Boothbay Absolute Return Strategies LP
|
|
|
|
|
By:
|
Boothbay Fund Management, LLC, its investment manager
|
|
|
|
|
By:
|
/s/ Ari Glass
|
|
|
Ari Glass, Managing Member
|
|
|
|
|
Boothbay Fund Management, LLC
|
|
|
|
|
By:
|
/s/ Ari Glass
|
|
|
Ari Glass, Managing Member
|
|
|
|
|
Ari Glass
|
|
|
|
|
By:
|
/s/ Ari Glass
|
|
|
Individually
|