Additional Proxy Soliciting Materials (definitive) (defa14a)
2019年5月21日 - 10:29PM
Edgar (US Regulatory)
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):
May 21, 2019
MTECH
ACQUISITION CORP.
|
(Exact
name of registrant as specified in its charter)
|
Delaware
|
|
001-38368
|
|
82-2932611
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(State or other jurisdiction
of incorporation)
|
|
(Commission File
Number)
|
|
(IRS Employer
Identification No.)
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10124
Foxhurst Court,
Orlando,
Florida
|
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32836
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(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 of the registrant
under any of the following provisions (
see
General Instruction A.2. below):
☐
|
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)
|
☐
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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))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
|
Trading
Symbol(s)
|
|
Name
of each exchange on which registered
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Common Stock, par
value $0.0001 per share
|
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MTEC
|
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The NASDAQ Stock
Market LLC
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Warrants to purchase
one share of Common Stock
|
|
MTECW
|
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The NASDAQ Stock
Market LLC
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Units, each consisting
of one share of Common Stock and one Warrant
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MTECU
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The NASDAQ Stock
Market LLC
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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.
On
May 21, 2019, MTech Acquisition Corp. (“MTech”) and MJ Freeway, LLC (“MJF”) issued a press release announcing
the effectiveness of a registration statement on Form S-4 (File No. 333-228220) (the “Registration Statement”) filed
by MTech Acquisition Holdings, Inc. (“Pubco”), which includes MTech’s proxy statement in connection with the
proposed merger between MTech and MJF under Pubco (to be renamed Akerna Corp.). The Registration Statement was declared effective
by the Securities and Exchange Commission on May 14, 2018. A copy of the press release is attached hereto as Exhibit 99.1.
Additional
Information
Investors
and security holders of MTech are advised to read the prospectus related to the Registration Statement and the definitive proxy
statement in connection with MTech’s solicitation of proxies for its special meeting of stockholders to be held to approve
the proposed transaction because the proxy statement/prospectus will contain important information about the proposed transaction
and the parties to the proposed transaction. The definitive proxy statement/prospectus was mailed to stockholders of MTech as
of the record date, which is May 13, 2019. Stockholders will also be able to obtain copies of the registration statement and proxy
statement/prospectus, without charge, at the SEC’s website at www.sec.gov or by directing a request to: MTech Acquisition
Corp., c/o MTech Sponsor LLC (the “Sponsor”), 10124 Foxhurst Court, Orlando, Florida 32836.
Participants
in the Solicitation
MTech,
Pubco, MJF, and their respective directors, executive officers, other members of management, and employees, under SEC rules, may
be deemed to be participants in the solicitation of proxies of MTech’s stockholders in connection with the proposed transaction.
Investors and security holders may obtain more detailed information regarding the names and interests of MTech’s directors
and officers in the solicitation by reading MTech’s and Pubco’s filings with the SEC, including the Registration Statement,
which was declared effective on May 14, 2019 and which includes the proxy statement/prospectus of MTech for the proposed transaction.
Forward
Looking Statements
Certain
statements made herein are not historical facts but are forward-looking statements for purposes of the safe harbor provisions
under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such
as “may”, “should”, “would”, “plan”, “intend”, “anticipate”,
“believe”, “estimate”, “predict”, “potential”, “seem”, “seek”,
“continue”, “future”, “will”, “expect”, “outlook” or other similar
words, phrases or expressions. These forward-looking statements include statements regarding MTech’s industry, future events,
the proposed transaction between the parties, the estimated or anticipated future results and benefits of the combined company
following the transaction, including the likelihood and ability of the parties to successfully consummate the proposed transaction,
future opportunities for the combined company, and other statements that are not historical facts. These statements are based
on the current expectations of MTech’s management and are not predictions of actual performance. These statements are subject
to a number of risks and uncertainties regarding MTech’s businesses and the transaction, and actual results may differ materially.
These risks, uncertainties, assumptions and other important factors include, but are not limited to: the inability to complete
the transaction contemplated by the merger agreement because of failure of closing conditions or other reasons; the inability
to recognize the anticipated benefits of the proposed transaction, which may be affected by, among other things, the amount of
cash available following any redemptions by MTech stockholders; the ability of Pubco to meet Nasdaq’s listing standards
following the consummation of the transactions contemplated by the merger agreement; costs related to the proposed transaction;
MJF’s ability to manage growth; the reaction of MJF’s customers and suppliers to the transaction; Pubco’s ability
to identify and integrate other future acquisitions; rising costs adversely affecting MJF’s profitability; adverse changes
to the legal environment for the cannabis industry; general economic and market conditions impacting demand for MJF’s products
and services; and other risks and uncertainties indicated in the proxy statement/prospectus for the proposed transaction, including
those under “Risk Factors” therein, and other documents filed or to be filed with the SEC by MTech and Pubco. There
may be additional risks that MTech presently does not know or that MTech currently believes are immaterial that could also cause
actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements provide
MTech’s expectations, plans or forecasts of future events and views as of the date of this communication. MTech anticipates
that subsequent events and developments will cause MTech’s assessments to change. However, while MTech may elect to update
these forward-looking statements at some point in the future, MTech specifically disclaims any obligation to do so. These forward-looking
statements should not be relied upon as representing MTech’s assessments as of any date subsequent to the date of this communication.
Item
9.01
Financial Statements and Exhibits.
SIGNATURES
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:
May 21, 2019
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MTECH
ACQUISITION CORP.
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|
|
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By:
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/s/
Scott Sozio
|
|
|
Name:
Scott Sozio
Title: Chief
Executive Officer
|
Mtech Acquisition Corp (MM) (NASDAQ:MTECU)
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Mtech Acquisition Corp (MM) (NASDAQ:MTECU)
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