Filing Details

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment ____)*

 

MAX-1 ACQUISITION CORPORATION

(Name of Issuer)

 

Common Stock, $0.0001 par value

(Title of Class of Securities)

 

N/A

(CUSIP Number)

 

June 16, 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)

 

☐       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).

 

 

 

CUSIP No.

 

1	NAMES OF REPORTING PERSONS   Paul Tompkins
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (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 110,000 shares of Common Stock
	6	SHARED VOTING POWER N/A
	7	SOLE DISPOSITIVE POWER 110,000 shares of Common Stock
	8	SHARED DISPOSITIVE POWER N/A
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 110,000 shares of Common Stock
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.8%(1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

 

(1) Based on 1,250,000 shares outstanding as of June 16, 2017, as reported by the Company in a Current Report on Form 8-K filed with the Commission on June 19, 2017.

 

 

Item 1.

 

(a)

Name of Issuer Max-1 Acquisition Corporation

 

(b)

Address of Issuer’s Principal Executive Offices 2255 Glades Road, Suite 324A, Boca Raton, FL 33431

 

Item 2.

 

(a)

Name of Person Filing Paul Tompkins

 

(b)

Address of Principal Business Office or, if none, Residence Suite 314, 214 King St. West, Toronto, Ontario Canada, M5H3S6

 

(c)

Citizenship Canada

 

(d)

Title of Class of Securities Common Stock, $0.0001 par value

 

(e)

CUSIP Number N/A

 

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:

 

(a)

☐       Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

☐       Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

☐       Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(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 associations 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 of 1940 (15 U.S.C. 80a-3);

 

(j)

☐       A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).

 

(k)

☐

A 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.

 

(a)

Amount beneficially owned: 110,000 shares of Common Stock.

 

(b)

Percent of class: 8.8%(1)

 

(c)

Number of shares as to which the person has:

 

(i)

Sole power to vote or to direct the vote: 110,000 shares of Common Stock.

 

(ii)

Shared power to vote or to direct the vote: None

 

(iii)

Sole power to dispose or to direct the disposition of: 110,000 shares of Common Stock.

 

(iv)

Shared power to dispose or to direct the disposition of: None

 

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   ☐.

 

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

 

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.

 

(1) Based on 1,250,000 shares outstanding as of June 16, 2017.

 

 

SIGNATURE

 

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.

 

Date: June 26, 2017	/s/ Paul Tompkins
	Paul Tompkins

 

 

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