Shawn Kimel Form 3 SMAAASH ENTERTAINMENT / Shawn Kimel ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

K2 PRINCIPAL FUND, L.P.

(Last) (First) (Middle)

2 BLOOR STREET WEST

SUITE 801

(Street)

TORONTO A6 M4W 3E2

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/20/2018

3. Issuer Name and Ticker or Trading Symbol
SMAAASH ENTERTAINMENT INC. [ SMSH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	319,821	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	12/20/2018	11/20/2023	Common Stock	819,554	11.5	D
Forward Sale Agreement (obligation to sell)(1)	12/20/2018	12/20/2018	Common Stock	220,000	11.23	D

1. Name and Address of Reporting Person^*

K2 PRINCIPAL FUND, L.P.

(Last) (First) (Middle)

2 BLOOR STREET WEST

SUITE 801

(Street)

TORONTO A6 M4W 3E2

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

K2 GENPAR LP

(Last) (First) (Middle)

2 BLOOR STREET WEST

SUITE 801

(Street)

TORONTO A6 M4W 3E2

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

K2 GENPAR 2009 INC

(Last) (First) (Middle)

2 BLOOR STREET WEST

SUITE 801

(Street)

TORONTO A6 M4W 3E2

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Shawn Kimel Investments, Inc.

(Last) (First) (Middle)

2 BLOOR STREET WEST

SUITE 801

(Street)

TORONTO A6 M4W 3E2

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

K2 & Associates Investment Management Inc.

(Last) (First) (Middle)

2 BLOOR STREET WEST

SUITE 801

(Street)

TORONTO A6 M4W 3E2

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Kimel Shawn

(Last) (First) (Middle)

2 BLOOR STREET WEST

SUITE 801

(Street)

TORONTO A6 M4W 3E2

(City) (State) (Zip)

Explanation of Responses:

1. Pursuant to the forward sale agreement, the reporting person will be obligated to sell 220,000 shares to the issuer on behalf of K2 unless such shares are sold by the reporting person prior to such date

	/s/ Daniel Gosselin, President, The K2 Principal Fund L.P.	12/10/2018
	/s/ Daniel Gosselin, President, K2 Genpar L.P	12/10/2018
	/s/ Daniel Gosselin, President, K2 Genpar 2009 Inc.	12/10/2018
	/s/ Daniel Gosselin, President, Shawl Kimel Investments Inc.	12/10/2018
	/s/ Daniel Gosselin, President, K2 & Associates Investment Management Inc.	12/10/2018
	/s/ Daniel Gosselin, in his individual capacity	12/10/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.