0001213900-19-011070.txt : 20190619 0001213900-19-011070.hdr.sgml : 20190619 20190619205947 ACCESSION NUMBER: 0001213900-19-011070 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190617 FILED AS OF DATE: 20190619 DATE AS OF CHANGE: 20190619 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MTech Sponsor LLC CENTRAL INDEX KEY: 0001719877 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 333-228220 FILM NUMBER: 19907294 BUSINESS ADDRESS: STREET 1: 10124 FOXHURST CT CITY: ORLANDO STATE: FL ZIP: 32836 BUSINESS PHONE: 4073458332 MAIL ADDRESS: STREET 1: 10124 FOXHURST CT CITY: ORLANDO STATE: FL ZIP: 32836 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SS FL LLC CENTRAL INDEX KEY: 0001729464 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 333-228220 FILM NUMBER: 19907295 BUSINESS ADDRESS: STREET 1: 10124 FOXHURST COURT CITY: ORLANDO STATE: FL ZIP: 32836 BUSINESS PHONE: 4073458332 MAIL ADDRESS: STREET 1: 10124 FOXHURST COURT CITY: ORLANDO STATE: FL ZIP: 32836 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Game Boy Partners LLC CENTRAL INDEX KEY: 0001729513 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 333-228220 FILM NUMBER: 19907296 BUSINESS ADDRESS: STREET 1: 10124 FOXHURST COURT CITY: ORLANDO STATE: FL ZIP: 32836 BUSINESS PHONE: 4073458332 MAIL ADDRESS: STREET 1: 10124 FOXHURST COURT CITY: ORLANDO STATE: FL ZIP: 32836 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sozio Scott CENTRAL INDEX KEY: 0001403062 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 333-228220 FILM NUMBER: 19907297 MAIL ADDRESS: STREET 1: BAY HARBOUR MANAGEMENT STREET 2: 885 THIRD AVENUE, 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VAN DYKE STEVEN A CENTRAL INDEX KEY: 0001042288 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 333-228220 FILM NUMBER: 19907298 MAIL ADDRESS: STREET 1: C/O AMERICAN BANKNOTE CORP STREET 2: 560 SYLVAN AVE CITY: ENGLEWOOD CLIFFS STATE: NJ ZIP: 07632 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Effron Drew CENTRAL INDEX KEY: 0001729889 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 333-228220 FILM NUMBER: 19907299 MAIL ADDRESS: STREET 1: 10124 FOXHURST COURT CITY: ORLANDO STATE: FL ZIP: 32836 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Akerna Corp. CENTRAL INDEX KEY: 0001755953 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 1601 ARAPAHOE ST. CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 888-932-6537 MAIL ADDRESS: STREET 1: 1601 ARAPAHOE ST. CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: MTech Acquisition Holdings Inc. DATE OF NAME CHANGE: 20181015 4 1 ownership.xml X0306 4 2019-06-17 0 0001755953 Akerna Corp. KERN* 0001719877 MTech Sponsor LLC 10124 FOXHURST COURT ORLANDO FL 32836 0 0 1 0 0001729464 SS FL LLC 10124 FOXHURST COURT ORLANDO FL 32836 0 0 1 0 0001729513 Game Boy Partners LLC 660 MADISON AVE NEW YORK NY 10065 0 0 1 0 0001403062 Sozio Scott 10124 FOXHURST COURT ORLANDO FL 32836 1 0 0 0 0001042288 VAN DYKE STEVEN A 10124 FOXHURST COURT ORLANDO FL 32836 0 0 1 0 0001729889 Effron Drew 660 MADISON AVE NEW YORK NY 10065 0 0 1 0 Common Stock 2019-06-17 4 A 0 1681250 A 1681250 D Common Stock 2019-06-17 4 J 0 100120 D 1581130 D Warrants 11.50 2019-06-17 4 A 0 243750 11.50 A 2019-07-17 2024-06-17 Common Stock 243750 243750 D Received in exchange for an aggregate of 1,681,250 shares of MTech common stock in connection with the transactions contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among MTech Acquisition Corp. ("MTech"), MTech Acquisition Holdings Inc. (which subsequently filed an Amended and Restated Certificate of Incorporation to change the company's name to Akerna Corp.), MTech Purchaser Merger Sub Inc., MTech Company Merger Sub LLC, MTech Sponsor LLC, MJ Freeway LLC ("MJF") and Jessica Billingsley (as successor to Harold Handelsman), dated as of October 10, 2018, as amended by that certain First Amendment to Agreement and Plan of Merger, dated as of April 17, 2019. These shares remain subject to the terms of that certain unit subscription agreement. The acquisition of these securities by the reporting persons was approved pursuant to Rule 16b-3(d)(1). Represents shares transferred to certain investors in a private financing consummated concurrently with the closing of the Merger Agreement. Received in exchanged for 243,750 warrants of MTech pursuant to the Merger Agreement. SS FL LLC and Game Boy Partners, LLC are the managing members of MTech Sponsor LLC and have voting and investment discretion with respect to the common stock held of record by MTech Sponsor LLC. SS FL LLC and Game Boy Partners, LLC may be deemed to have shared beneficial ownership of the common stock held directly by MTech Sponsor LLC. Mr. Sozio is a Director of Akerna and Mr. Sozio and Mr. Van Dyke are the managing members of SS FL LLC, one of the managing members of the Sponsor. Mr. Drew Effron is the managing member of Game Boy Partners, LLC, the other managing member of the Sponsor, and jointly with Mr. Sozio and Mr. Van Dyke has the voting and dispositive power of the securities held by the Sponsor. Accordingly, Mr. Sozio, Mr. Van Dyke and Mr. Effron may be deemed to have or share beneficial ownership of such shares. Each such person or entity disclaims beneficial ownership over any securities owned by the Sponsor in which they do not have any pecuniary interest. *On June 17, 2019, Akerna Corp. ("Akerna") became the successor to MTech Acquisition Corp. ("MTech") pursuant to a merger. The merger resulted in Akerna becoming a parent holding company of MTech. /s/ Scott Sozio, as managing member of SS FL LLC, a managing member of MTech Sponsor LLC 2019-06-19 /s/ Drew Effron, as managing member of Game Boy Partners, LLC, a managing member of MTech Sponsor LLC 2019-06-19 /s/ Scott Sozio, an authorized signatory of MTech Sponsor LLC 2019-06-19 /s/ Scott Sozio 2019-06-19 /s/ Drew Effron 2019-06-19 /s/ Steven Van Dyke 2019-06-19