MEGALITH FINANCIAL ACQUISITION CORP. ANNOUNCES SIGNED LETTER OF INTENT
20 Mai 2020 - 2:30PM
Megalith Financial Acquisition Corp (NYSE: MFAC) (“MFAC” or the
“Company”) today announced it has signed a non-binding letter of
intent and expects to sign a definitive agreement to acquire a
digital banking platform that is among the fastest growing in the
country with several million accounts. The target company features
an advanced, purpose-built platform via proprietary technology that
provides a full suite of low-cost banking products including
checking, savings, and credit cards to millennials and
middle-income consumers.
With attractive market tailwinds, industry-leading technology,
and an innovative customer-acquisition model, MFAC management
believes that the target company is well positioned to disrupt the
U.S. banking market. The company expects to be EBITDA positive in
fiscal year 2020.
Completion of the transaction is subject to, among other things,
the completion of due diligence, the negotiation and execution of a
definitive agreement providing for the transaction, satisfaction of
the conditions negotiated therein and approval of the transaction
by the Company's stockholders. Accordingly, there can be no
assurance that a definitive agreement will be entered into or that
the proposed transaction will be consummated
About Megalith Financial Acquisition Corp.
Megalith Financial Acquisition Corp. is a blank check company
incorporated for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses in the
fintech or financial services industries. MFAC consummated its
initial public offering on the NYSE in August 2018.
Additional Information and Where to Find It
If a legally binding definitive agreement is
entered into, a full description of the terms of the transaction
will be provided in a proxy statement for the stockholders of the
Company (the “Transaction Proxy Statement”), to be filed with the
U.S. Securities and Exchange Commission (the “SEC”). The Company
urges investors, stockholders and other interested persons to read,
when available, the preliminary Transaction Proxy Statement as well
as other documents filed with the SEC because these documents will
contain important information about the Company, the potential
target company and the transaction. The definitive Transaction
Proxy Statement will be mailed to stockholders of the Company as of
a record date to be established for voting on the proposed
transaction.
In addition, the Company has filed a definitive
proxy statement (the “Extension Proxy Statement”) to be used at its
special meeting of stockholders to approve an extension of time in
which the Company must complete an initial business combination or
liquidate the trust account that holds the proceeds of the
Company’s initial public offering (the “Extension”). The Company
mailed the Extension Proxy Statement and other relevant documents
to its stockholders of record as of April 22, 2020 in connection
with the Extension. Investors and security holders of the Company
are advised to read the Extension Proxy Statement, the preliminary
Transaction Proxy Statement and the definitive Transaction Proxy
Statement, and any amendments thereto, because these documents will
contain important information about the Extension, the Company and
the proposed transaction. The definitive Transaction Proxy
Statement will be mailed to the Company’s stockholders of record as
of a record date to be established for the special meeting of
stockholders relating to the proposed transaction. Stockholders are
able to obtain copies of the Extension Proxy Statement and will
also be able to obtain copies of the Transaction Proxy Statement,
when available, in each case without charge, at the SEC's website
at www.sec.gov or by directing a request to: Megalith Acquisition
Corp., 535 Fifth Avenue, 29th Floor, New York, New York 10017.
Forward Looking Statements
Certain statements made in this release are
“forward looking statements” within the meaning of the “safe
harbor” provisions of the United States Private Securities
Litigation Reform Act of 1995. When used in this release, the words
“estimates,” “projected,” “expects,” “anticipates,” “forecasts,”
“plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,”
“future,” “propose” and variations of these words or similar
expressions (or the negative versions of such words or expressions)
are intended to identify forward-looking statements. These
forward-looking statements are not guarantees of future
performance, conditions or results, and involve a number of known
and unknown risks, uncertainties, assumptions and other important
factors, many of which are outside the Company's control, that
could cause actual results or outcomes to differ materially from
those discussed in the forward-looking statements. Important
factors, among others, that may affect actual results or outcomes
include: the inability of the Company to enter into a definitive
agreement with respect to the proposed business combination or to
complete the contemplated transactions with the potential target
company; matters discovered by the potential target company or the
Company as they complete their respective due diligence
investigation of the other; the risk that the approval of the
stockholders of the Company for the potential transaction is not
obtained; the inability to recognize the anticipated benefits of
the proposed business combination, which may be affected by, among
other things, the amount of funds available in the Company’s trust
account following any redemptions by the Company stockholders; the
ability to meet the listing requirements of a national securities
exchange following the consummation of the transactions
contemplated by the proposed business combination; costs related to
the proposed business combination; and those factors discussed in
the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2019 under the heading “Risk Factors,” and other
documents of the Company filed, or to be filed, with the SEC. The
Company does not undertake any obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
Participants in the Solicitation
The Company and its directors and executive
officers may be considered participants in the solicitation of
proxies with respect to the Extension and the potential transaction
described herein under the rules of the SEC. Information about the
directors and executive officers of the Company and a description
of their interests in the Company are set forth in the Extension
Proxy Statement, which was filed with the SEC on May 6, 2020, and
will also be contained in the Transaction Proxy Statement when it
is 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 potential 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.
Contact A.J. Dunklau (212) 235-0438
aj@megalithfinancial.com
www.megalithfinancial.com
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