Item 1(a). Name of Issuer:
Boxwood Merger Corp. (the “Issuer”)
Item 1(b). Address of Issuer’s Principal Executive Offices:
1112 Montana Avenue, Suite 901, Santa Monica, California 90403
Item 2(a). Name of Person Filing
This Statement is filed on behalf of the following persons (collectively, the “Reporting Persons”)
i) Basso SPAC Fund LLC (“Basso SPAC”);
ii) Basso Management, LLC (“Basso Management”);
iii) Basso Capital Management, L.P. (“BCM”);
iv) Basso GP, LLC (“Basso GP”); and
v) Howard I. Fischer (“Mr. Fischer”).
This Statement relates to Shares (as defined herein) directly beneficially owned by Basso SPAC. Basso Management is the manager of Basso SPAC. BCM serves as the investment manager of Basso SPAC. Basso GP is the general partner of BCM. Mr. Fischer is the sole portfolio manager for Basso SPAC, the Chief Executive Officer and a founding partner of BCM, and a member of each of Basso Management and Basso GP. Accordingly, each of Basso Management, BCM, Basso GP and Mr. Fischer may be deemed to indirectly beneficially own the Shares reported herein.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of the Reporting Persons is 1266 East Main Street, Fourth Floor, Stamford, Connecticut 06902.
Item 2(c). Citizenship:
Each of Basso SPAC, Basso Management, and Basso GP is a Delaware limited liability company. BCM is a Delaware limited partnership. Mr. Fischer is a citizen of the United States.
Item 2(d). Title of Class of Securities:
Class A common stock, par value $0.0001 per share (the “Shares”)
Item 2(e). CUSIP Number:
10319T101
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:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of June 5, 2019, each of the Reporting Persons may be deemed the beneficial owner of 1,041,899 Shares. This amount consists of (i) 75,342 Shares, and (ii) 966,557 Shares underlying units (“Units”). This amount excludes warrants to purchase Shares (“Warrants”), if any, underlying the Units or held directly by the Reporting Persons, because the Reporting Persons do not have the right to acquire the Shares underlying the Warrants within 60 days.
Item 4(b) Percent of Class:
As of June 5, 2019, each of the Reporting Persons may be deemed the beneficial owner of approximately 5.1% of Shares outstanding. (There were 20,250,000 Shares outstanding as of May 10, 2019, according to the Issuer’s Form 10-Q for the quarter ended March 31, 2019, filed on May 13, 2019 (“Form 10-Q”).)
The Reporting Persons are filing this Statement based on the Form 10-Q, in which the Issuer reported on the cover page its common stock outstanding broken out by separate class. The Issuer’s annual report for the fiscal year ended December 31, 2018 reported, and Bloomberg continues to report, the Issuer’s common stock outstanding on an aggregate basis and, based on that figure, the Reporting Persons’ beneficial ownership remains below 5%.
Item 4(c) Number of Shares as to which such person has:
| (i) Sole power to vote or direct the vote: | 0 |
| (ii) Shared power to vote or direct the vote: | 1,041,899 |
| (iii) Sole power to dispose or direct the disposition of: | 0 |
| (iv) Shared power to dispose or direct the disposition of: | 1,041,899 |
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
This Item 6 is not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person: |
See disclosure in Item 2 hereof.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
B
y 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, other than activities solely in connection with a nomination under §240.14a-11.
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.
| | BASSO SPAC FUND LLC | |
| | By: | /s/ Howard I. Fischer | |
| | | Howard I. Fischer | |
| | | Authorized Signatory | |
| | | | |
| | BASSO MANAGEMENT, LLC | |
| | By: | /s/ Howard I. Fischer | |
| | | Howard I. Fischer | |
| | | Member | |
| | | | |
| | BASSO CAPITAL MANAGEMENT, L.P. | |
| | By: | /s/ Howard I. Fischer | |
| | | Howard I. Fischer | |
| | | Chief Executive Officer & Managing Partner | |
| | | | |
| | BASSO GP, LLC | |
| | By: | /s/ Howard I. Fischer | |
| | | Howard I. Fischer | |
| | | Member | |
| | | | |
| |
| |
| | HOWARD I. FISCHER
| |
| | /s/ Howard I. Fischer
| |
| | | | |
| | | | |
June 6, 2019
| A | Joint Filing Agreement | 11 |
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A common stock of Boxwood Merger Corp. dated as of June 6, 2019 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
| | BASSO SPAC FUND LLC | |
| | By: | /s/ Howard I. Fischer | |
| | | Howard I. Fischer | |
| | | Authorized Signatory | |
| | | | |
| | BASSO MANAGEMENT, LLC | |
| | By: | /s/ Howard I. Fischer | |
| | | Howard I. Fischer | |
| | | Member | |
| | | | |
| | BASSO CAPITAL MANAGEMENT, L.P. | |
| | By: | /s/ Howard I. Fischer | |
| | | Howard I. Fischer | |
| | | Chief Executive Officer & Managing Partner | |
| | | | |
| | BASSO GP, LLC | |
| | By: | /s/ Howard I. Fischer | |
| | | Howard I. Fischer | |
| | | Member | |
| | | | |
| | HOWARD I. FISCHER | |
| | /s/ Howard I. Fischer | |
| | |
| |
| | | | |
| | | | |
June 6, 2019
