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): February 12, 2018 (February 8, 2018)
MTECH ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38368 | 82- 2932611 | ||
| (State
or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S.
Employer Identification Number) |
10124 Foxhurst Court, Orlando, Florida |
32836 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (407) 345-8332
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 8.01 Other Events
As previously reported on a Current Report on Form 8-K of MTech Acquisition Corp. (the “Company”), on February 1, 2018, the Company consummated its initial public offering (“IPO”) of 5,000,000 units (“Units”), each Unit consisting of one share of Class A common stock, $0.0001 par value per share (“Common Stock”) and one warrant (“Warrant”), each warrant exercisable to purchase one share of Common Stock, pursuant to the registration statement on Form S-1 (File No. 333-221957). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $50,000,000. The underwriters of the IPO were granted an option to purchase up to an additional 750,000 Units to cover over-allotments, if any (“Over-Allotment Units).
As previously reported on a Current Report on Form 8-K of the Company, on February 1, 2018, simultaneously with the consummation of the IPO, the Company completed a private placement (the “Private Placement”) of an aggregate of 225,000 placement units (the “Placement Units”), which were purchased by MTech Sponsor LLC (the “Sponsor”), generating gross proceeds of $2,250,000.
On February 8, 2018, the underwriters purchased 750,000 Over-Allotment Units, which were sold at an offering price of $10.00 per Unit, generating gross proceeds of $7,500,000. Simultaneously with the sale of the Over-Allotment Units, the Company consummated the sale of an additional 18,750 units (“Over-Allotment Placement Units”), which were purchased by the Sponsor generating gross proceeds of $187,500. A total of $7,500,000 of the net proceeds from the sale of the Over-Allotment Units and Over-Allotment Placement Units were deposited in a trust account established for the benefit of the Company’s public stockholders (the “Trust Account”).
A total of $57,500,000 of the net proceeds from the sale of Units in the IPO and the Private Placement (including the Over-Allotment Units and the Over-Allotment Placement Units) were placed in the Trust Account. An audited balance sheet as of February 1, 2018 reflecting receipt of the net proceeds from the IPO and the Private Placement on February 1, 2018, but not the proceeds from the sale of the Over-Allotment Units or the Over-Allotment Placement Units had been prepared by the Company and previously filed on a Current Report on Form 8-K on February 8, 2018. The Company’s unaudited pro forma balance sheet as of February 8, 2018, reflecting receipt of the proceeds from the sale of the Over-Allotment Units and the Over-Allotment Placement Units is included as Exhibit 99.1 to this Current Report on Form 8-K.
A copy of the press release issued by the Company announcing the consummation of the sale of the Over-Allotment Unitsis attached hereto as Exhibit 99.2.
Item 9.01 Financial Statements and Exhibits
| Exhibit Number | Description | |
| 99.1 | Pro Forma Balance Sheet | |
| 99.2 | Press Release, dated February 8, 2018 |
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.
Dated: February 12, 2018
| MTECH ACQUISITION CORP. | ||
| By: | /s/ Scott Sozio | |
| Name: Scott Sozio | ||
| Title: Chief Executive Officer | ||
Exhibit 99.1
MTECH ACQUISITION CORP.
BALANCE SHEET
| February 1, | Pro Forma | |||||||||||
| 2017 | Adjustments | As Adjusted | ||||||||||
| (unaudited) | (unaudited) | |||||||||||
| ASSETS | ||||||||||||
| Current assets | ||||||||||||
| Cash | $ | 709,508 | $ | — | $ | 709,508 | ||||||
| Prepaid expenses | 91,300 | — | 91,300 | |||||||||
| Total Current Assets | 800,808 | — | 800,808 | |||||||||
| Cash held in Trust Account | 50,000,076 | 7,500,000 | 57,500,076 | |||||||||
| Total Assets | $ | 50,800,884 | $ | 7,500,000 | $ | 58,300,884 | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||
| Current liabilities | ||||||||||||
| Accounts payable and accrued expenses | $ | 13,139 | $ | — | $ | 13,139 | ||||||
| Advances from related party | 175,000 | — | 175,000 | |||||||||
| Total Current Liabilities | 188,139 | — | 188,139 | |||||||||
| Commitments | ||||||||||||
| Common stock subject to possible redemption, 4,561,267 and 5,311,267 shares at redemption value | 45,612,740 | 7,500,000 | 53,112,740 | |||||||||
| Stockholders’ Equity | ||||||||||||
| Preferred stock, $0.0001 par value; 1,000,000 authorized; none issued and outstanding | — | — | — | |||||||||
| Class A Common stock, $0.0001 par value; 15,000,000 shares authorized; 663,733 and 682,483 shares issued and outstanding (excluding 4,561,267 and 5,311,267 shares subject to possible redemption) | 66 | 2 | 68 | |||||||||
| Class B Common stock, $0.0001 par value; 3,000,000 shares authorized; 1,437,500 shares issued and outstanding | 144 | 144 | ||||||||||
| Additional paid-in capital | 5,001,372 | (2 | ) | 5,001,370 | ||||||||
| Accumulated deficit | (1,577 | ) | — | (1,577 | ) | |||||||
| Total Stockholders’ Equity | 5,000,005 | — | 5,000,005 | |||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 50,800,884 | $ | 7,500,000 | $ | 58,300,884 | ||||||
Exhibit 99.2
MTech Acquisition Corp. Announces Closing of Over-Allotment Option in connection with its Initial Public Offering
NEW YORK, NY, February 8, 2018 / MTech Acquisition Corp. (Nasdaq: MTECU) (“MTech” or the “Company”), a company formed for the purpose of entering into a merger, share exchange, asset acquisition or other similar business combination with one or more business entities, announced today that the underwriters of its initial public offering have exercised their over-allotment option in full to purchase 750,000 units and that the closing of the sale of such units has taken place. The option units were sold at an offering price of $10.00 per unit, generating additional gross proceeds of $7,500,000 to the Company and bringing total gross proceeds of the initial public offering to $57,500,000. In connection with the over-allotment option exercise, MTech Sponsor LLC, the Company’s sponsor, purchased additional units through a private placement. Each unit issued in the over-allotment consists of one share of Class A common stock and one warrant, each warrant to purchase one share of Class A common stock at a price of $11.50 per share.
EarlyBirdCapital, Inc. acted as sole book-running manager.
Of the proceeds received from the consummation of the over-allotment option and the simultaneous private placement of units, $57,500,000 (or $10.00 per unit sold in the public offering) was placed in trust.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these 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 any such state or jurisdiction.
A registration statement relating to these securities was declared effective by the Securities and Exchange Commission on January 29, 2018. This offering was made only by means of a prospectus. Copies of the prospectus relating to this offering may be obtained by contacting EarlyBirdCapital, Inc., 366 Madison Avenue, 8th Floor, New York, New York 10017. Copies of the registration statement can be accessed through the SEC’s website at www.sec.gov.
About MTech
MTech Acquisition Corp. is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic region, although the Company intends to focus its search on companies ancillary to the cannabis industry, with a particular sector focus that includes compliance, business intelligence, brand development and media.
MTech is led by Executive Chairman Steven Van Dyke and Chief Executive Officer Scott Sozio.
Forward-Looking Statements
This press release includes “forward-looking statements” that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. Words such as “expects”, “believes”, “anticipates”, “intends”, “estimates”, “seeks” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect MTech management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward looking statements, please refer to the Risk Factors section of MTech’s final prospectus for its offering filed with the Securities and Exchange Commission. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward looking statements whether as a result of new information, future events or otherwise.
Contact:
Tahira Rehmatullah
Chief Financial Officer
MTech Acquisition Corp.
tahira@mtechacquisitioncorp.com