Additional Proxy Soliciting Materials (definitive) (defa14a)
August 18 2020 - 9:32AM
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): August 18, 2020
MEGALITH FINANCIAL ACQUISITION CORP.
(Exact name of registrant as specified in its
charter)
Delaware
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001-38633
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82-3410369
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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535 5th Avenue, 29th Floor
New York, New York
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10017
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(Address of principal executive offices)
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(Zip Code)
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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:
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☒
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities registered
pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A Common Stock
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MFAC
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The New York Stock Exchange
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Warrants to purchase Class A Common Stock
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MFAC.W
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The New York Stock Exchange
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Units, each consisting of one share of Class A Common Stock and one Warrant
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MFAC.U
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The New York Stock Exchange
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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 7.01 Regulation
FD Disclosure.
On August 18, 2020,
Megalith Acquisition Corp. (the “Company”) issued a press release to announce that it will be attending the
second annual Needham Virtual FinTech & Digital Transformation Conference on Wednesday, August 19, 2020. A copy of the
press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.
The information in this
Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and
shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended
(the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filings. This
Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information in this
Item 7.01, including Exhibit 99.1.
Additional Information and
Where to Find It
This communication is being
made in respect of the proposed business combination between the Company and Bank Mobile Technology, Inc. (“Bank Mobile”).
The Company will file with the Securities and Exchange Commission (the “SEC”) a preliminary proxy statement of the
Company and will file other documents regarding the proposed transaction with the SEC. After the SEC has concluding its comments,
the Company will main the definitive proxy statement to its shareholders. Before making any voting or investment decision, investors
and shareholders of the Company are urged to carefully read the preliminary proxy statement and, when they become available, the
definitive proxy statement and other relevant documents filed with the SEC because these documents will contain important information
about the Company, Bank Mobile and the transaction. The definitive proxy statement will be mailed to stockholders of the Company
as of a record date to be established for voting on the proposed transaction. Stockholders will also be able to obtain copies of
the definitive proxy statement, without charge, once available, at the SEC's website at www.sec.gov or by directing a request to:
Megalith Acquisition Corp., Megalith Acquisition Corp., 535 Fifth Avenue, 29th Floor, New York, New York 10017.
Participants in the Solicitation
The Company and its directors
and executive officers may be considered participants in the solicitation of proxies with respect to the Extension and the potential
transaction described herein under the rules of the SEC. Information about the directors and executive officers of the Company
and a description of their interests in the Company will be contained in the preliminary proxy statement when it is filed with
the SEC. These documents can be obtained free of charge from the sources indicated above.
Non-Solicitation
The disclosure herein is
not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the
potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of the Company,
nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would
be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities
shall be made except by means of a definitive document.
Item 9.01. Financial
Statements and Exhibits.
SIGNATURES
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: August 18, 2020
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MEGALITH FINANCIAL ACQUISITION CORP.
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By:
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/s/ A.J. Dunklau
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Name:
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A.J. Dunklau
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Title:
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President and Chief Executive Officer
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