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 27, 2018 (September 21, 2018)

MEGALITH FINANCIAL ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

1345 Avenue of the Americas, 11th Floor, New York, NY 10105

(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:

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.

Over-Allotment Closing 

As previously reported on a Current Report on Form 8-K of Megalith Financial Acquisition Corp. (the “Company”), on August 28, 2018, the company consummated its initial public offering (“IPO”) of 15,000,000 units (the “Units”). Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and one warrant of the Company (“Warrant”), with each Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $150,000,000. The Company had granted the underwriters for the IPO (the “Underwriters”) a 45-day option to purchase up to 2,250,000 additional Units to cover over-allotments, if any (“Over-Allotment Units”). On September 21, 2018, the Underwriters exercised the option in part and purchased an aggregate of 1,928,889 Over-Allotment Units, which were sold at an offering price of $10.00 per Unit, generating gross proceeds of $19,288,890.

As previously reported on a Current Report on Form 8-K of the Company, on August 28, 2018, simultaneously with the consummation of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 6,560,000 warrants (the “Private Placement Warrants”). 5,810,000 of the Private Placement Warrants were sold to MFA Investor Holdings LLC (the “Sponsor”) and 750,000 Private Placement Warrants were sold to the Underwriters at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $6,560,000. On September 21, 2018, in connection with the sale of Over-Allotment Units, the Company consummated a private sale of an additional 385,778 Private Placement Warrants to the Sponsor, generating gross proceeds of $385,777.80.

In addition, the 4,312,500 shares of Class B common stock of the Company (the “Founder Shares”) held by the Sponsor (prior to the exercise of the over-allotment) included an aggregate of up to 562,500 Founder Shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full. Since the underwriters exercised the over-allotment option in part, the Sponsor forfeited 80,278 Founder Shares on September 21, 2018. The Founder Shares forfeited by the Sponsor were cancelled by the Company.

A total of $170,981,778.90, (or $10.10 per Unit) comprised of $164,036,001.10 of the proceeds from the IPO (including the Over-Allotment Units) and $6,945,777.80 of the proceeds of the sale of the Private Placement Warrants, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee.  

An audited balance sheet as of August 28, 2018 reflecting receipt of the net proceeds from the IPO and the Private Placement on August 28, 2018, but not the proceeds from the sale of the Over-Allotment Units nor the private placement on September 21, 2018, had been prepared by the Company and previously filed on a Current Report on Form 8-K on September 4, 2018. The Company’s unaudited pro forma balance sheet as of September 21, 2018, reflecting receipt of the proceeds from the sale of the Over-Allotment Units and the private placement on the same day is included as Exhibit 99.1 to this Current Report on Form 8-K.

Separate Trading of Units, Class A Common Stock and Warrants

On September 18, 2018, the Company announced that, commencing on September 21, 2018, the holders of Units issued in its IPO may elect to separately trade shares of Class A Common Stock and Warrants included in the Units. The Units not separated will continue to trade on the New York Stock Exchange under the symbol “MFAC.U.” Shares of Class A Common Stock and the Warrants are expected to trade on the New York Stock Exchange under the symbols “MFAC” and “MFAC.W,” respectively. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into shares of Class A Common Stock and Warrants.

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.