Megalith Financial Acquisition Corp

A cash price of $5.00 a share ends the investment at a fixed, certain value - a definite outcome rather than continued dilution, though this filing gives no figure for what the Megalith trust once held per share. Being acquired by a chartered bank also resolves the regulatory dependency that constrained the business. For holders the practical question is simply whether $5.00 exceeds what the shares would otherwise fetch, since approval extinguishes all further upside.

This is a cash exit at a fixed $5.00 per share for the former SPAC's holders, and the merger cannot be completed unless holders of a majority of the outstanding shares entitled to vote approve the merger agreement proposal — so an abstention or a broker non-vote has the same effect as a vote against, and banks and brokers cannot vote without instructions. Voting Agreements were signed alongside the merger agreement, but the share of the vote they cover is not stated. Holders who perfect appraisal rights under Section 262 of the DGCL take payment under those rights instead.

The registration is small and split in two: 6,390,077 shares are the maximum the registrant estimates it will issue in the business combination and a further 101,703 are additional merger consideration shares, so the contingent tranche is a rounding item rather than a meaningful earn-out. The seller is a bank: BankMobile's sole stockholder is Customers Bank, with Customers Bancorp, Inc. as its parent holding company and a party to the agreement. The fee was computed on a $10.31 price, the average of the high and low prices of the Class A common stock on the NYSE on October 30, 2020.

The issuance is small: 6,390,077 shares as the estimated maximum in the business combination plus 101,703 additional merger consideration shares, 6,491,780 in total, valued at $66,930,251.80 using $10.31, the average of the high and low prices of the Class A common stock on the New York Stock Exchange on October 30, 2020. The counterparty is a regulated banking group rather than a venture-backed private company: Customers Bank is BankMobile's sole stockholder and its parent Customers Bancorp, Inc. is itself a party to the merger agreement.

This is a small registration by SPAC standards, and the fee table says why: 6,390,077 shares are the maximum the registrant estimates will be issued in the business combination, plus 101,703 as additional merger consideration shares, for 6,491,780 in total. The seller is a single counterparty — Customers Bank, a Pennsylvania state chartered bank that owns all of BankMobile — rather than a dispersed shareholder base. For fee purposes the shares are priced at $10.31, the average of the high and low prices of the Class A common stock on the New York Stock Exchange on October 30, 2020.

The filing fee table prices the deal at $136,605,600: 6,390,077 Class A shares at $10.38 each, plus $20,276,000 in cash, a technology licence valued at $10,000,000 and $40,000,000 of debt assumed by the registrant. The $10.38 is not a convention — the document derives it as the $33,164,861 in the trust account at June 30, 2020 divided by the 3,195,004 Class A shares then outstanding. A separate NYSE Section 312.03(b) proposal covers issuing 192,599 Class A shares to parties affiliated with the sponsor under subscription agreements dated August 5, 2020.