Current Report Filing (8-k)
27 Maio 2020 - 7:05AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 26, 2020
MEGALITH
FINANCIAL ACQUISITION CORP.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
001-38633
|
|
82-3410369
|
(State
or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification
No.)
|
535
5th Avenue, 29th Floor
New
York, New York
|
|
10017
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (212) 235-0430
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant
under any of the following provisions:
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
|
Trading
Symbol(s)
|
|
Name
of each exchange on which registered
|
Class
A Common Stock
|
|
MFAC
|
|
The
New York Stock Exchange
|
Warrants
to purchase Class A Common Stock
|
|
MFAC.W
|
|
The
New York Stock Exchange
|
Units,
each consisting of one share of Class A Common Stock and one Warrant
|
|
MFAC.U
|
|
The
New York Stock Exchange
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry Into a Material Definitive Agreement
On May 26, 2020, the stockholders of Megalith
Financial Acquisition Corp. (the “Company”) voted to approve the Trust Amendment Proposal (as defined below).
In connection with the approval of the Trust Amendment Proposal, the Company and Continental Stock Transfer & Trust Company
(the “Transfer Agent”) entered into the Amendment No. 1 to the Investment Management Trust Agreement (the “Amendment”)
a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 hereto and is incorporated herein by reference. The
Amendment extends the date on which the Trust Account (as defined below) must be liquidated if the Company has not completed an
initial business combination by 21 months from the closing of the IPO, which is May 28, 2020, to August 28, 2020 (or
November 30, 2020 if the Company has executed a definitive agreement for an initial business combination by August 28,
2020). All other terms of the Trust Agreement (as defined below) remain unchanged.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 26, 2020, the Company
held a special meeting (the “Special Meeting”) of stockholders in lieu of the 2020 annual meeting of stockholders.
At the Special Meeting, the Company’s stockholders approved the following items: (i) an amendment to the Amended and Restated
Certificate of Incorporation to extend the date by which the Company must consummate a business combination (the “Extension”)
from May 28, 2020 to August 28, 2020 (or November 30, 2020 if the Company has executed a definitive agreement for an initial
business combination by August 28, 2020) (such date or later date, as applicable, the “Extended Date”)
(the “Extension Proposal”); (ii) a proposal to amend the Investment Management Trust Agreement, dated August 23,
2018 (the “Trust Agreement”), by and between the Company and the Transfer Agent to extend the date on which
the trust account (the “Trust Account”) established in connection with the Company’s initial public offering
(IPO) must be liquidated if the Company has not completed an initial business combination by 21 months from the closing
of the IPO, which is May 28, 2020, to the Extended Date (the “Trust Amendment Proposal”); and (iii) a
proposal to elect each of Messrs. Raj Date and Eric Frank as Class I directors of the Company with each such director to serve
until the second annual general meeting of stockholders following the Special Meeting or until his or her successor is elected
and qualified (the “Director Proposal”). The affirmative vote of the holders of at least 65% of the outstanding
shares of the Company’s Class A common stock and Class B common stock (collectively, the “Common Stock”),
voting as a single class, on the record date was required to approve the Extension Amendment Proposal and the Trust Amendment
Proposal. The affirmative vote of a plurality of the votes cast by the stockholders present in person online or represented by
proxy at the Special Meeting and entitled to vote on the Director Proposal at the Special Meeting was required to elect each of
the two (2) nominees as Class I directors. The affirmative vote of the majority of the votes cast by stockholders present
in person online or represented by proxy at the Special Meeting and entitled to vote on the Adjournment Proposal at the Special
Meeting is required to approve the Adjournment Proposal.
Following redemptions of
13,733,885 of the shares of Class A common stock in connection with the Extension, a total of approximately $33,167,514.53 will
remain in the Trust Account.
Set
forth below are the final voting results for the Extension Proposal, the Trust amendment Proposal and the Director Proposal. The
Adjournment Proposal was not presented because there were enough votes to approve each of the Extension Proposal and the Trust
Amendment Proposal.
Extension
Proposal
The
Extension Proposal was approved extending the date by which the Company has to consummate a business combination to the Extended
Date. The voting results of the Common Stock of the Company were as follows:
For
|
|
Against
|
|
Abstentions
|
|
Broker Non-Votes
|
17,887,850
|
|
1,014
|
|
0
|
|
0
|
Trust
Amendment Proposal
The
Trust Amendment Proposal was approved extending the date by which the Company has to liquidate the Trust Account to the Extended
Date. The voting results of the Common Stock of the Company were as follows:
For
|
|
Against
|
|
Abstentions
|
|
Broker Non-Votes
|
17,887,850
|
|
1,014
|
|
0
|
|
0
|
Director
Proposal
The
proposal to re-elect each of the two directors, Raj Date and Eric Frank, to the Company’s board of directors was approved.
The voting results of the Common Stock of the Company were as follows:
Director
|
|
Votes For
|
|
Votes Withheld
|
|
Broker Non-Votes
|
Raj Date
|
|
14,557,391
|
|
3,331,474
|
|
0
|
Eric Frank
|
|
14,557,391
|
|
3,331,473
|
|
0
|
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated:
May 26, 2020
|
MEGALITH FINANCIAL
ACQUISITION CORP.
|
|
|
|
By:
|
/s/
A.J. Dunklau
|
|
|
Name:
A.J. Dunklau
Title: Chief Executive Officer and President
|
2
Megalith Financial Acqui... (NYSE:MFAC.U)
Gráfico Histórico do Ativo
De Ago 2024 até Set 2024
Megalith Financial Acqui... (NYSE:MFAC.U)
Gráfico Histórico do Ativo
De Set 2023 até Set 2024
Notícias em tempo-real sobre Megalith Financial Acquisition Corp da New York Stock Exchange bolsa de valores: 0 artigos recentes
Mais Notícias de Megalith Financial Acquisition Corp