UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 


SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 


INTERNATIONAL MONEY EXPRESS, INC.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
46005L101
(CUSIP Number)

9480 S.  Dixie Hwy
Miami, FL  33156
Attn: Robert Lisy
Chief Executive Officer and President
(305) 671-8000
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
December 12, 2018
(Date of Event Which Requires Filing of this Statement)
 


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  
 


Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.




*
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 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. 46005L101
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
SPC Intermex, LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
21,351,653(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
 12,348,554(2)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
21,351,653(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
58.7%(3)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(1)
Represents 21,169,153 shares of Common Stock (as defined in Item 1 of the original Schedule 13D filed on August 7, 2018 (the “Original Schedule 13D”)) and warrants to purchase 182,500 shares that became exercisable on August 25, 2018, 30 days after the completion of the transactions contemplated by the Merger (as defined in Item 3 of the Original Schedule 13D). SPC Intermex, LP may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Shareholders Agreement (as described in Item 6 of the Original Schedule 13D) with respect to shares of Common Stock held by it and the other parties to the Shareholders Agreement.
 
(2)
Represents 12,348,554 shares of Common Stock held of record by SPC Intermex, LP. SPC Intermex GP, LLC is the general partner of SPC Intermex, LP.  Stella Point Capital, LLC (“Stella Point Capital”) is the sole manager of SPC Intermex GP, LLC. Adam Godfrey, along with Justin Wender, are the Managing Partners of, and jointly control, Stella Point Capital. SPC Intermex GP, LLC, Stella Point Capital, Adam Godfrey and Justin Wender may be deemed to share beneficial ownership of the shares of the Issuer’s Common Stock held of record by SPC Intermex, LP but disclaim beneficial ownership of such shares.

(3)
Based on information provided by the Issuer as of November 9, 2018, reflecting 36,182,783 shares of Common Stock of the Issuer issued and outstanding as of such date and warrants to purchase 182,500 shares that became exercisable on August 25, 2018, 30 days after the completion of the transactions contemplated by the Merger.
 
 
2

CUSIP No. 46005L101
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
SPC Intermex GP, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
21,351,653(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
12,348,554(2)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
21,351,653(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
58.7%(3)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
 
(1)
Represents 21,169,153 shares of Common Stock and warrants to purchase 182,500 shares that became exercisable on August 25, 2018, 30 days after the completion of the transactions contemplated by the Merger. SPC Intermex GP, LLC is the general partner of SPC Intermex, LP which is the holder of record of 12,348,554 shares of Common Stock.  SPC Intermex GP, LLC may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Shareholders Agreement with respect to shares of Common Stock held by the parties to the Shareholders Agreement.
 
(2)
Represents 12,348,554 shares of Common Stock held of record by SPC Intermex, LP. SPC Intermex GP, LLC is the general partner of SPC Intermex, LP.  Stella Point Capital is the sole manager of SPC Intermex GP, LLC. Adam Godfrey, along with Justin Wender, are the Managing Partners of and jointly control Stella Point Capital. SPC Intermex GP, LLC, Stella Point Capital, Adam Godfrey and Justin Wender may be deemed to share beneficial ownership of the shares of the Issuer’s Common Stock held of record by SPC Intermex, LP but disclaim beneficial ownership of such shares.
 
(3)
Based on information provided by the Issuer as of November 9, 2018, reflecting 36,182,783 shares of Common Stock of the Issuer issued and outstanding as of such date and warrants to purchase 182,500 shares that became exercisable on August 25, 2018, 30 days after the completion of the transactions contemplated by the Merger.
 
 
 
3

CUSIP No. 46005L101
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Stella Point Capital, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 

OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
21,351,653(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
12,348,554(2)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
21,351,653(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
58.7%(3)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
(1)
Represents 21,169,153 shares of Common Stock and warrants to purchase 182,500 shares that became exercisable on August 25, 2018, 30 days after the completion of the transactions contemplated by the Merger. Stella Point Capital is the sole manager of SPC Intermex GP, LLC. SPC Intermex GP, LLC is the general partner of SPC Intermex, LP which is the holder of record of 12,348,554 shares of Common Stock. Stella Point Capital may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Shareholders Agreement with respect to shares of Common Stock held by the parties to the Shareholders Agreement.
 
(2)
Represents 12,348,554 shares of Common Stock held of record by SPC Intermex, LP. SPC Intermex GP, LLC is the general partner of SPC Intermex, LP.  Stella Point Capital is the sole manager of SPC Intermex GP, LLC. Adam Godfrey, along with Justin Wender, are the Managing Partners of and jointly control Stella Point Capital. SPC Intermex GP, LLC, Stella Point Capital, Adam Godfrey and Justin Wender may be deemed to share beneficial ownership of the shares of the Issuer’s Common Stock held of record by SPC Intermex, LP but disclaim beneficial ownership of such shares.
 
(3)
Based on information provided by the Issuer as of November 9, 2018, reflecting 36,182,783 shares of Common Stock of the Issuer issued and outstanding as of such date and warrants to purchase 182,500 shares that became exercisable on August 25, 2018, 30 days after the completion of the transactions contemplated by the Merger.
 
 
4

CUSIP No. 46005L101
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Adam Godfrey
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
21,351,653(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
12,348,554(2)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
21,351,653(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
58.7%(3)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 
(1)
Represents 21,169,153 shares of Common Stock and warrants to purchase 182,500 shares that became exercisable on August 25, 2018, 30 days after the completion of the transactions contemplated by the Merger. Messrs. Adam Godfrey, along with Justin Wender, are the Managing Partners of and jointly control Stella Point Capital. Stella Point Capital is the sole manager of SPC Intermex GP, LLC. SPC Intermex GP, LLC is the general partner of SPC Intermex, LP which is the holder of record of 12,348,554 shares of Common Stock. Adam Godfrey may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Shareholders Agreement with respect to shares of Common Stock held by the parties to the Shareholders Agreement.
 
(2)
Represents 12,348,554 shares of Common Stock held of record by SPC Intermex, LP. SPC Intermex GP, LLC is the general partner of SPC Intermex, LP.  Stella Point Capital is the sole manager of SPC Intermex GP, LLC. Adam Godfrey, along with Justin Wender, are the Managing Partners of and jointly control Stella Point Capital. SPC Intermex GP, LLC, Stella Point Capital, Adam Godfrey and Justin Wender may be deemed to share beneficial ownership of the shares of the Issuer’s Common Stock held of record by SPC Intermex, LP but disclaim beneficial ownership of such shares.
 
(3)
Based on information provided by the Issuer as of November 9, 2018, reflecting 36,182,783 shares of Common Stock of the Issuer issued and outstanding as of such date and warrants to purchase 182,500 shares that became exercisable on August 25, 2018, 30 days after the completion of the transactions contemplated by the Merger.
 
 
5

CUSIP No. 46005L101
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Justin Wender
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
21,351,653(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
12,348,554(2)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
21,351,653(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
58.7%(3)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 
(1)
Represents 21,169,153 shares of Common Stock and warrants to purchase 182,500 shares that became exercisable on August 25, 2018, 30 days after the completion of the transactions contemplated by the Merger. Messrs. Justin Wender, along with Adam Godfrey, are the Managing Partners of and jointly control Stella Point Capital. Stella Point Capital is the sole manager of SPC Intermex GP, LLC. SPC Intermex GP, LLC is the general partner of SPC Intermex, LP which is the holder of record of 12,348,554 shares of Common Stock. Justin Wender may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Shareholders Agreement with respect to shares of Common Stock held by the parties to the Shareholders Agreement.
 
(2)
Represents 12,348,554 shares of Common Stock shares held of record by SPC Intermex, LP. SPC Intermex GP, LLC is the general partner of SPC Intermex, LP.  Stella Point Capital is the sole manager of SPC Intermex GP, LLC. Adam Godfrey, along with Justin Wender, are the Managing Partners of and jointly control Stella Point Capital. SPC Intermex GP, LLC, Stella Point Capital, Adam Godfrey and Justin Wender may be deemed to share beneficial ownership of the shares of the Issuer’s Common Stock held of record by SPC Intermex, LP but disclaim beneficial ownership of such shares.
 
(3)
Based on information provided by the Issuer as of November 9, 2018, reflecting 36,182,783 shares of Common Stock of the Issuer issued and outstanding as of such date and warrants to purchase 182,500 shares that became exercisable on August 25, 2018, 30 days after the completion of the transactions contemplated by the Merger.
 
 
6

CUSIP No. 46005L101
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
SPC Intermex Representative, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
21,351,653(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
12,348,554(2)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
21,351,653(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
58.7%(3)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
(1)
Represents 21,169,153 shares of Common Stock and warrants to purchase 182,500 shares that became exercisable on August 25, 2018, 30 days after the completion of the transactions contemplated by the Merger. SPC Intermex Representative, LLC may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Shareholders Agreement with respect to shares of Common Stock held by the parties to the Shareholders Agreement.
 
(2)
Represents 12,348,554 shares of Common Stock held of record by SPC Intermex, LP. SPC Intermex Representative, LLC is a party to the Shareholders Agreement as an Intermex Representative (as defined in the Shareholders Agreement) and may be deemed to share beneficial ownership of the shares of the Issuer’s Common Stock held of record by SPC Intermex, LP but disclaim beneficial ownership of such shares.
 
 
(3)
Based on information provided by the Issuer as of November 9, 2018, reflecting 36,182,783 shares of Common Stock of the Issuer issued and outstanding as of such date and warrants to purchase 182,500 shares that became exercisable on August 25, 2018, 30 days after the completion of the transactions contemplated by the Merger.
 
 
7

CUSIP No. 46005L101
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Hawk Time Enterprises LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
21,351,653(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
1,861,060(2)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
21,351,653(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
58.7%(3)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
 
 (1)
Represents 21,169,153 shares of Common Stock and warrants to purchase 182,500 shares that became exercisable on August 25, 2018, 30 days after the completion of the transactions contemplated by the Merger. Hawk Time Enterprises LLC (“Hawk Time”) may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Shareholders Agreement with respect to shares of Common Stock held by it and the other parties to the Shareholders Agreement.
 
(2)
Represents (i) 438,531 shares of Common Stock held of record by Hawk Time, and (ii) 1,422,529 shares of Common Stock held by Robert Lisy Family Revocable Living Trust, Robert W. Lisy, Trustee (the “Lisy Trust”). Robert Lisy is the sole manager of Hawk Time and the sole trustee of the Lisy Trust.
 
(3)
Based on information provided by the Issuer as of November 9, 2018, reflecting 36,182,783 shares of Common Stock of the Issuer issued and outstanding as of such date and warrants to purchase 182,500 shares that became exercisable on August 25, 2018, 30 days after the completion of the transactions contemplated by the Merger.
 
 
8

CUSIP No. 46005L101
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Robert Lisy Family Revocable Trust
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Florida
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
21,351,653(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
1,861,060(2)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
21,351,653(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
58.7%(3)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
(1)
Represents 21,169,153 shares of Common Stock and warrants to purchase 182,500 shares that became exercisable on August 25, 2018, 30 days after the completion of the transactions contemplated by the Merger. Lisy Trust may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Shareholders Agreement with respect to shares of Common Stock held by it and the other parties to the Shareholders Agreement.
 
(2)
Represents (i) 438,531 shares of Common Stock held of record by Hawk Time, and (ii) 1,422,529 shares of Common Stock held by Lisy Trust. Robert Lisy is the sole manager of Hawk Time and the sole trustee of the Lisy Trust.
 
(3)
Based on information provided by the Issuer as of November 9, 2018, reflecting 36,182,783 shares of Common Stock of the Issuer issued and outstanding as of such date and warrants to purchase 182,500 shares that became exercisable on August 25, 2018, 30 days after the completion of the transactions contemplated by the Merger.
 
 
 
9

CUSIP No. 46005L101
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Robert Lisy
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
21,351,653(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
1,861,060(2)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
21,351,653(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
58.7%(3)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 
(1)
Represents 21,169,153 shares of Common Stock and warrants to purchase 182,500 shares that became exercisable on August 25, 2018, 30 days after the completion of the transactions contemplated by the Merger. Robert Lisy may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Shareholders Agreement with respect to shares of Common Stock held by the parties to the Shareholders Agreement.
 
(2)
Represents (i) 438,531 shares of Common Stock held of record by Hawk Time, and (ii) 1,422,529 shares of Common Stock held by Lisy Trust. Robert Lisy is the sole manager of Hawk Time and the sole trustee of the Lisy Trust.
 
(3)
Based on information provided by the Issuer as of November 9, 2018, reflecting 36,182,783 shares of Common Stock of the Issuer issued and outstanding as of such date and warrants to purchase 182,500 shares that became exercisable on August 25, 2018, 30 days after the completion of the transactions contemplated by the Merger.
 
 
 
10

CUSIP No. 46005L101
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
FinTech Investor Holdings II, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
21,351,653(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
3,309,996(2)
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
21,351,653(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
58.7%(3)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
(1)
Represents 21,169,153 shares of Common Stock and warrants to purchase 182,500 shares that became exercisable on August 25, 2018, 30 days after the completion of the transactions contemplated by the Merger. FinTech Investor Holdings II, LLC (“FinTech LLC”) may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Shareholders Agreement with respect to shares of Common Stock held by it and the other parties to the Shareholders Agreement.
 
(2)
Represents 3,127,496 shares of Common Stock and warrants to purchase 182,500 shares that are held of record by FinTech LLC and that became exercisable on August 25, 2018, 30 days after the completion of the transactions contemplated by the Merger. Amanda Abrams is the Manager of FinTech LLC, shares voting and investment power over shares held by FinTech LLC and disclaims beneficial ownership over any securities owned by FinTech LLC in which she does not have any pecuniary interest.
 
(3)
Based on information provided by the Issuer as of November 9, 2018, reflecting 36,182,783 shares of Common Stock of the Issuer issued and outstanding as of such date and warrants to purchase 182,500 shares that became exercisable on August 25, 2018, 30 days after the completion of the transactions contemplated by the Merger.
 
 
 
11

CUSIP No. 46005L101
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
DGC Family FinTech Trust
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Florida
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
140,000(1)
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
140,000
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
140,000
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.39%(2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
(1)
Represents 140,000 shares of Common Stock that are held of record by DGC Family FinTech Trust. Daniel Cohen may be deemed to be a beneficial owner of the shares held by DGC Family FinTech Trust. Daniel Cohen’s children are the beneficiaries of DGC Family FinTech Trust.
 
(2)
Based on information provided by the Issuer as of November 9, 2018, reflecting 36,182,783 shares of Common Stock of the Issuer issued and outstanding as of such date.
 
 
 
12

CUSIP No. 46005L101
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Cohen Sponsor Interests II, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
21,351,653(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
1,688,770(2)
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
21,351,653(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
58.7%(3)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
(1)
Represents 21,169,153 shares of Common Stock and warrants to purchase 182,500 shares that became exercisable on August 25, 2018, 30 days after the completion of the transactions contemplated by the Merger. Cohen Sponsor Interests II, LLC may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Shareholders Agreement with respect to shares of Common Stock held by it and the other parties to the Shareholders Agreement.
 
(2)
Represents 1,688,770 shares of Common Stock held of record by Cohen Sponsor Interests II, LLC.  Amanda Abrams is the Manager of Cohen Sponsor Interests II, LLC and may be deemed to be a beneficial owner of shares held by Cohen Sponsor Interests II, LLC.
 
(3)
Based on information provided by the Issuer as of November 9, 2018, reflecting 36,182,783 shares of Common Stock of the Issuer issued and outstanding as of such date and warrants to purchase 182,500 shares that became exercisable on August 25, 2018, 30 days after the completion of the transactions contemplated by the Merger.
 
 
 
13

CUSIP No. 46005L101
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Cohen and Company LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
330,000(1)
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
330,000(1)
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
330,000
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.91%(2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
(1)
Represents 330,000 shares of Common Stock that are held of record by Cohen and Company LLC.
 
(2)
Based on information provided by the Issuer as of November 9, 2018, reflecting 36,182,783 shares of Common Stock of the Issuer issued and outstanding as of such date.
 
 
 
 
14

CUSIP No. 46005L101
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Daniel Cohen
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
160,000(1)
 
 
 
 
8
SHARED VOTING POWER
 
 
140,000(2)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
160,000(1)
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
140,000(2)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
300,000(3)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.83%(4)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 
(1)
Represents 160,000 shares of Common Stock that are held of record by Daniel Cohen.
 
(2)
Represents 140,000 shares of Common Stock held of record by DGC Family FinTech Trust for which Mr. Cohen may be deemed to be a beneficial owner.
 
(3)
Represents (i) 160,000 shares of Common Stock that are held of record by Daniel Cohen, and (ii) 140,000 shares of Common Stock held of record by DGC Family FinTech Trust for which Mr. Cohen may be deemed to be a beneficial owner.
(4)
Based on information provided by the Issuer as of November 9, 2018, reflecting 36,182,783 shares of Common Stock of the Issuer issued and outstanding as of such date.
 
15

 
CUSIP No. 46005L101
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Hepco Family Trust
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
New York
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
21,351,653(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
200,000(2)
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
21,351,653(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
58.7%(3)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
(1)
Represents 21,169,153 shares of Common Stock and warrants to purchase 182,500 shares that became exercisable on August 25, 2018, 30 days after the completion of the transactions contemplated by the Merger. Hepco Family Trust may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Shareholders Agreement with respect to the shares of Common Stock held by it and the other parties to the Shareholders Agreement.
 
(2)
Represents 200,000 shares of Common Stock held of record by Hepco Family Trust.

(3)
Based on information provided by the Issuer as of November 9, 2018, reflecting 36,182,783 shares of Common Stock of the Issuer issued and outstanding as of such date and warrants to purchase 182,500 shares that became exercisable on August 25, 2018, 30 days after the completion of the transactions contemplated by the Merger.
 
 
 
16

 
CUSIP No. 46005L101
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Betsy Cohen
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
500,000(1)
 
 
 
 
8
SHARED VOTING POWER
 
 
500,000(2)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
500,000(1)
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
500,000(2)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,000,000
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
2.76%(3)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 
(1)
Represents 500,000 shares of Common Stock held of record by Betsy Cohen.
 
(2)
Represents 500,000 shares of Common Stock held of record by Ms. Cohen's spouse's IRA. 
 
(3)
Based on information provided by the Issuer as of November 9, 2018, reflecting 36,182,783 shares of Common Stock of the Issuer issued and outstanding as of such date.
 
 
 
17

 
CUSIP No. 46005L101
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Swarthmore Trust of 2016
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Pennsylvania
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
21,351,653(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
370,795(2)
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
21,351,653(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
58.7%(3)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
(1)
Represents 21,169,153 shares of Common Stock and warrants to purchase 182,500 shares that became exercisable on August 25, 2018, 30 days after the completion of the transactions contemplated by the Merger. Swarthmore Trust of 2016 may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Shareholders Agreement with respect to shares of Common Stock held by it and the other parties to the Shareholders Agreement.
 
(2)
Represents 370,795 shares of Common Stock held of record by Swarthmore Trust of 2016.
 
(3)
Based on information provided by the Issuer as of November 9, 2018, reflecting 36,182,783 shares of Common Stock of the Issuer issued and outstanding as of such date and warrants to purchase 182,500 shares that became exercisable on August 25, 2018, 30 days after the completion of the transactions contemplated by the Merger.
 
 
 
18

 
CUSIP No. 46005L101
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
James J. McEntee, III
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
200,000(1)
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
200,000(1)
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
200,000
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.55%(2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 
(1)
Represents 200,000 shares of Common Stock held of record by James J. McEntee, III.
 
(2)
Based on information provided by the Issuer as of November 9, 2018, reflecting 36,182,783 shares of Common Stock of the Issuer issued and outstanding as of such date.
 
 
19

 
 CUSIP No. 46005L101
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Amanda Abrams
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Pennsylvania
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
21,351,653(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
4,998,766(2)
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
21,351,653(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
58.7%(3)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 
(1)
Represents 21,169,153 shares of Common Stock and warrants to purchase 182,500 shares that became exercisable on August 25, 2018, 30 days after the completion of the transactions contemplated by the Merger. Amanda Abrams may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Shareholders Agreement with respect to shares of Common Stock held by her and the other parties to the Shareholders Agreement.
 
(2)
Represents (i) 3,127,496 shares of Common Stock and warrants to purchase 182,500 shares (that became exercisable on August 25, 2018, 30 days after the completion of the transactions contemplated by the Merger) held of record by FinTech LLC of which Ms. Abrams is the Manager and shares voting and investment power over shares held by FinTech LLC and disclaims beneficial ownership over any securities owned by FinTech LLC in which she does not have any pecuniary interest, and (ii) 1,688,770 shares of Common Stock held of record by Cohen Sponsor Interests II, LLC for which Ms. Abrams may be deemed to be a beneficial owner.
 
(3)
Based on information provided by the Issuer as of November 9, 2018, reflecting 36,182,783 shares of Common Stock of the Issuer issued and outstanding as of such date and warrants to purchase 182,500 shares that became exercisable on August 25, 2018, 30 days after the completion of the transactions contemplated by the Merger.
 
20

 CUSIP No. 46005L101
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
C.A.R. Holdings, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
21,351,653(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
325,014(2)
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
21,351,653(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
58.7%(3)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
(1)
Represents 21,169,153 shares of Common Stock and warrants to purchase 182,500 shares that became exercisable on August 25, 2018, 30 days after the completion of the transactions contemplated by the Merger. C.A.R. Holdings may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Shareholders Agreement with respect to shares of Common Stock held by it and the other parties to the Shareholders Agreement.
 
(2)
Represents 325,014 shares of Common Stock held of record by C.A.R. Holdings, LLC.
 
(3)
Based on information provided by the Issuer as of November 9, 2018, reflecting 36,182,783 shares of Common Stock of the Issuer issued and outstanding as of such date and warrants to purchase 182,500 shares that became exercisable on August 25, 2018, 30 days after the completion of the transactions contemplated by the Merger.
 
 
20

 
CUSIP No. 46005L101
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Eduardo Azcarate
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
21,351,653(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
241,421(2)
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
21,351,653(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
58.7%(3)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 
(1)
Represents 21,169,153 shares of Common Stock and warrants to purchase 182,500 shares that became exercisable on August 25, 2018, 30 days after the completion of the transactions contemplated by the Merger. Mr. Azcarate may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Shareholders Agreement with respect to shares of Common Stock held by him and the other parties to the Shareholders Agreement.
 
(2)
Represents 241,421 shares of Common Stock held of record by Mr. Azcarate.
 
(3)
Based on information provided by the Issuer as of November 9, 2018, reflecting 36,182,783 shares of Common Stock of the Issuer issued and outstanding as of such date and warrants to purchase 182,500 shares that became exercisable on August 25, 2018, 30 days after the completion of the transactions contemplated by the Merger.
 
 
 
21

 
CUSIP No. 46005L101
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Darrell Ebbert
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
21,351,653(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
255,679(2)
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
21,351,653(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
58.7%(3)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 
(1)
Represents 21,169,153 shares of Common Stock and warrants to purchase 182,500 shares that became exercisable on August 25, 2018, 30 days after the completion of the transactions contemplated by the Merger. Mr. Ebbert may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Shareholders Agreement with respect to shares of Common Stock held by him and the other parties to the Shareholders Agreement.
 
(2)
Represents 255,679 shares of Common Stock held of record by Mr. Ebbert.
 
(3)
Based on information provided by the Issuer as of November 9, 2018, reflecting 36,182,783 shares of Common Stock of the Issuer issued and outstanding as of such date and warrants to purchase 182,500 shares that became exercisable on August 25, 2018, 30 days after the completion of the transactions contemplated by the Merger.
 
 
22

 
CUSIP No. 46005L101
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Jose Perez-Villarreal
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
21,351,653(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
246,202(2)
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
21,351,653(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
58.7%(3)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 
(1)
Represents 21,169,153 shares of Common Stock and warrants to purchase 182,500 shares that became exercisable on August 25, 2018, 30 days after the completion of the transactions contemplated by the Merger. Mr. Perez-Villarreal may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Shareholders Agreement with respect to shares of Common Stock held by him and the other parties to the Shareholders Agreement.
 
(2)
Represents 246,202 shares of Common Stock held of record by Mr. Perez-Villarreal.
 
(3)
Based on information provided by the Issuer as of November 9, 2018, reflecting 36,182,783 shares of Common Stock of the Issuer issued and outstanding as of such date and warrants to purchase 182,500 that became exercisable on August 25, 2018, 30 days after the completion of the transactions contemplated by the Merger.
 
 
23

 
CUSIP No. 46005L101
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
William Velez
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
21,351,653(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
151,968(2)
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
21,351,653(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
58.7%(3)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 
(1)
Represents 21,169,153 shares of Common Stock and warrants to purchase 182,500 shares that became exercisable on August 25, 2018, 30 days after the completion of the transactions contemplated by the Merger. Mr. Velez may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Shareholders Agreement with respect to shares of Common Stock held by him and the other parties to the Shareholders Agreement.
 
(2)
Represents 151,968 shares of Common Stock held of record by Mr. Velez.
 
(3)
Based on information provided by the Issuer as of November 9, 2018, reflecting 36,182,783 shares of Common Stock of the Issuer issued and outstanding as of such date and warrants to purchase 182,500 shares that became exercisable on August 25, 2018, 30 days after the completion of the transactions contemplated by the Merger.
 
 
24

 
CUSIP No. 46005L101
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Randall Nilsen
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
21,351,653(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
170,922(2)
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
21,351,653(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
58.7%(3)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 
(1)
Represents 21,169,153 shares of Common Stock and warrants to purchase 182,500 shares that became exercisable on August 25, 2018, 30 days after the completion of the transactions contemplated by the Merger. Mr. Nilsen may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Shareholders Agreement with respect to shares of Common Stock held by him and the other parties to the Shareholders Agreement.
 
(2)
Represents 170,922 shares of Common Stock held of record by Mr. Nilsen.
 
(3)
Based on information provided by the Issuer as of November 9, 2018, reflecting 36,182,783 shares of Common Stock of the Issuer issued and outstanding as of such date and warrants to purchase 182,500 shares that became exercisable on August 25, 2018, 30 days after the completion of the transactions contemplated by the Merger.
 
 
25

 
CUSIP No. 46005L101
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Jeremy Kuiper
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER