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