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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

Under the Securities Exchange Act of 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event which Requires Filing of this Statement)

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

*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)

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.

K2 GenPar L.P.

K2 GenPar 2009 Inc.

Shawn Kimel

Shawn Kimel Investments, Inc.

K2 & Associates Investment Management Inc..

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.

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.

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 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).

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