UNITED STATES	OMB APPROVAL OMB Number: 3235-0080 Expires: March 31, 2018 Estimated average burden hours per response: 1.7
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 25
NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934.
Commission File Number	001-37872
Issuer: Priority Technology Holdings, Inc. Exchange: The Nasdaq Stock Market LLC (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered) Address: c/o Magna Management LLC 40 Wall Street, 58th Floor New York NEW YORK 10005 Telephone number: (347) 491-4240 (Address, including zip code, and telephone number, including area code, of Issuer's principal executive offices) Unit and Warrant (Description of class of securities)
Please place an X in the box to designate the rule provision relied upon to strike the class of securities from listing and registration:
17 CFR 240.12d2-2(a)(1) 17 CFR 240.12d2-2(a)(2) 17 CFR 240.12d2-2(a)(3) 17 CFR 240.12d2-2(a)(4) Pursuant to 17 CFR 240.12d2-2(b), the Exchange has complied with its rules to strike the class of securities from listing and/or withdraw registration on the Exchange. 1 Pursuant to 17 CFR 240.12d2-2(c), the Issuer has complied with its rules of the Exchange and the requirements of 17 CFR 240.12d-2(c) governing the voluntary withdrawal of the class of securities from listing and registration on the Exchange.
Pursuant to the requirements fo the Securities Exchange Act of 1934, The Nasdaq Stock Market LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing the Form 25 and has caused this notification to be signed on its behalf by the undersigned duly authorized person.
2019-04-02 By Amy Horton Hearings Advisor Date Name Title
1 Form 25 and attached Notice will be considered compliance with the provisions of 17 CFR 240.19d-1 as applicable. See General Instructions.
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.

Delisting Determination,The Nasdaq Stock Market, LLC, April 2, 2019, Priority Technology Holdings, Inc. The Nasdaq Stock Market, Inc. (the Exchange) has determined to remove from listing the warrant and unit of Priority Technology Holdings, Inc. (the Company), effective at the opening of the trading session on April 12, 2019. Based on review of information provided by the Company, Nasdaq Staff determined that the Company no longer qualified for listing on the Exchange pursuant to Listing Rules IM-5101-2 and 5550(a)(3). The Company was notified of the Staffs determination on August 24, 2018. The Company appealed the determination to a Hearing Panel. Upon review of the information provided by the Company, the Panel issued a decision dated November 5, 2018, granting the Company continued listing and notified the Company that trading in the Companys warrant and unit would be suspended on March 6, 2019. The Company did not request a review of the Panels decision by the Nasdaq Listing and Hearing Review Council. The Listing Council did not call the matter for review. The Panels Determination to delist the Companys warrant and unit became final on March 6, 2019.