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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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International Money Express, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value (Title of Class of Securities) |
46005L101 (CUSIP Number) |
VOSS CAPITAL, L.P. 3773 Richmond Avenue, Suite 500, 1325 Avenue of the Americas Houston, TX, 77046 281-770-0379 ANDREW FREEDMAN, ESQ. OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas New York, NY, 10019 212-451-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/04/2025 (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.
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).
SCHEDULE 13D
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| CUSIP No. | 46005L101 |
| 1 |
Name of reporting person
Voss Value Master Fund, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
516,852.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 46005L101 |
| 1 |
Name of reporting person
Voss Value-Oriented Special Situations Fund, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
100,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 46005L101 |
| 1 |
Name of reporting person
Voss Advisors GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
616,852.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 46005L101 |
| 1 |
Name of reporting person
Voss Capital, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,157,951.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 46005L101 |
| 1 |
Name of reporting person
Cocke Travis W. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,157,951.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value | |
| (b) | Name of Issuer:
International Money Express, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
9100 SOUTH DADELAND BLVD, SUITE 1100, MIAMI,
FLORIDA
, 33156. | |
Item 1 Comment:
The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (the "Amendment No. 1"). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended and restated to read as follows:
The Shares purchased by each of Voss Value Master Fund, Voss Value-Oriented Special Situations Fund and the Voss Managed Accounts were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The aggregate purchase price of the 516,852 Shares beneficially owned directly by Voss Value Master Fund is approximately $9,825,930, including brokerage commissions. The aggregate purchase price of the 100,000 Shares beneficially owned by Voss Value-Oriented Special Situations Fund is approximately $1,940,053, including brokerage commissions. The aggregate purchase price of the 1,541,099 Shares held in the Voss Managed Accounts is approximately $29,511,743, including brokerage commissions. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 31,098,659 Shares outstanding, as of November 4, 2024, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2024.
A. Voss Value Master Fund
As of the date hereof, Voss Value Master Fund beneficially owned 516,852 Shares.
Percentage: Approximately 1.7%.
B. Voss Value-Oriented Special Situations Fund
As of the date hereof, Voss Value-Oriented Special Situations Fund beneficially owned 100,000 Shares.
Percentage: Approximately 0.3%
C. Voss GP
Voss GP, as the general partner of each of Voss Value Master Fund and Voss Value-Oriented Special Situations Fund, may be deemed the beneficial owner of the (i) 516,852 Shares owned by Voss Value Master Fund and (ii) 100,000 Shares owned by Voss Value-Oriented Special Situations Fund.
Percentage: Approximately 2.0%
D. Voss Capital
As of the date hereof, 1,541,099 Shares were held in the Voss Managed Accounts. Voss Capital, as the investment manager of each of Voss Value Master Fund, Voss Value-Oriented Special Situations Fund and the Voss Managed Accounts, may be deemed the beneficial owner of the (i) 516,852 Shares beneficially owned by Voss Value Master Fund, (ii) 100,000 Shares beneficially owned by Voss Value-Oriented Special Situations Fund and (iii) 1,541,099 Shares held in the Voss Managed Accounts.
Percentage: Approximately 6.9%
E. Mr. Cocke
Mr. Cocke, as the managing member of each of Voss Capital and Voss GP, may be deemed the beneficial owner of the (i) 516,852 Shares owned by Voss Value Master Fund, (ii) 100,000 Shares owned by Voss Value-Oriented Special Situations Fund and (iii) 1,541,099 Shares held in the Voss Managed Accounts.
Percentage: Approximately 6.9% | |
| (b) | Item 5(b) is hereby amended and restated to read as follows:
A. Voss Value Master Fund
1. Sole power to vote or direct vote: 516,852
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 516,852
4. Shared power to dispose or direct the disposition: 0
B. Voss Value-Oriented Special Situations Fund
1. Sole power to vote or direct vote: 100,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 100,000
4. Shared power to dispose or direct the disposition: 0
C. Voss GP
1. Sole power to vote or direct vote: 616,852
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 616,852
4. Shared power to dispose or direct the disposition: 0
D. Voss Capital
1. Sole power to vote or direct vote: 1,997,951
2. Shared power to vote or direct vote: 160,000
3. Sole power to dispose or direct the disposition: 1,997,951
4. Shared power to dispose or direct the disposition: 160,000
E. Mr. Cocke
1. Sole power to vote or direct vote: 1,997,951
2. Shared power to vote or direct vote: 160,000
3. Sole power to dispose or direct the disposition: 1,997,951
4. Shared power to dispose or direct the disposition: 160,000 | |
| (c) | Item 5(c) is hereby amended and restated to read as follows:
A. Voss Value Master Fund
The transactions in the Shares by Voss Value Master Fund during the past sixty days are set forth in Exhibit 1 and are incorporated herein by reference.
B. Voss Value-Oriented Special Situations Fund
Voss Value-Oriented Special Situations Fund has not entered into any transactions in the Shares during the past sixty days.
C. Voss GP
Voss GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares by Voss Value Master Fund during the past sixty days are set forth in Exhibit 1 and are incorporated herein by reference.
D. Voss Capital
The transactions in the Shares by Voss Value Master Fund and Voss Capital through the Voss Managed Accounts during the past sixty days are set forth in Exhibit 1 and are incorporated herein by reference.
E. Mr. Cocke
Mr. Cocke has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares by Voss Value Master Fund and through the Voss Managed Accounts during the past sixty days are set forth in Exhibit 1 and are incorporated herein by reference. | |
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended to add the following exhibit:
1 - Transactions in Securities. | ||
| 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.
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