Additional Proxy Soliciting Materials (definitive) (defa14a)
September 24 2020 - 1:16PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): September 24, 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 Ave, 29th Floor, New York, NY 10017
(Address
of principal executive offices, including 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 of the registrant
under any of the following provisions:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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þ
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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 þ
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
8.01 Other Events.
On
September 24, 2020, BankMobile Technologies, Inc., a Pennsylvania corporation (“BankMobile”), issued a press
release announcing the launch of its Workplace Banking Platform. A copy of the press release is attached hereto as Exhibit 99.1
to this Current Report on Form 8-K and is hereby incorporated by reference herein.
Additional
Information and Where to Find It
This
communication is being made in respect of the proposed business combination between the Megalith Financial Acquisition Corp.,
a Delaware corporation (the “Company”) and BankMobile (the “Proposed Transaction”). The
Company filed with the Securities and Exchange Commission (the “SEC”) a preliminary proxy statement on September
21, 2020 (the “Preliminary Proxy Statement”), and will file other documents regarding the Proposed Transaction
with the SEC. After the SEC has concluding its comments with respect to the Preliminary Proxy, the Company will mail the definitive
proxy (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 such documents will contain important
information about the Company, BankMobile and the Proposed 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, under the rules of the SEC, be considered participants in the solicitation
of proxies with respect to the Proposed Transaction described herein. Information about the directors and executive officers of
the Company and a description of their interests in the Company are contained in the Preliminary Proxy Statement 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 Proposed 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
(d)
Exhibits
Forward-Looking
Statements
This Current Report on Form 8-K may contain
“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve
risks and uncertainty. Words such as “anticipate,” “estimate,” “expect,” “intend,”
“plan,” and “project” and other similar words and expressions are intended to signify forward-looking statements.
Forward-looking statements are not guarantees of future results and conditions but rather are subject to various risks and uncertainties.
Such statements are based on management’s current expectations and are subject to a number of risks and uncertainties that
could cause actual results to differ materially from those described in the forward-looking statements. Investors are cautioned
that there can be no assurance actual results or business conditions will not differ materially from those projected or suggested
in such forward-looking statements as a result of various factors. Please refer to the risks detailed from time to time in the
reports we file with the SEC, including the Preliminary Proxy Statement, our Annual Report on Form 10-K for the year ended December
31, 2019, as well as other filings on Form 10-Q and periodic filings on Form 8-K, for additional factors that could cause actual
results to differ materially from those stated or implied by such forward-looking statements. We disclaim any intention or obligation
to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, unless
required by law.
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.
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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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Chief
Executive Officer
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Dated:
September 24, 2020
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