MTech Acquisition Corp

Cash outside the trust is $6,853 against $569,546 of current liabilities: this SPAC is running entirely on sponsor drawdowns in the quarter before its shareholder vote.

A duplicate of the same-day 8-K filed under Rule 425; the board terms are identical.

Shifts post-closing board control further toward the target: five of eight directors are MJ Freeway appointees rather than four of seven. The Seller Representative also changed hands, from Harold Handelsman to MJ Freeway's CEO.

The company ended the year with $4,489 of cash outside the trust against $314,387 of payables — the deal costs of the MJ Freeway transaction had consumed essentially all working capital, which is why the sponsor note followed in February.

The sponsor is now funding deal costs directly: up to $500,000 of unsecured, interest-free credit that is repaid only if a combination closes, and is written off if the SPAC winds up.

Names the post-closing entity and puts the first operating scale figures for the target on the record — customer geography and cumulative sales processed — though no revenue or EBITDA figure appears.

Deal costs on the MJ Freeway transaction turned the quarter to a loss and cut cash outside the trust to under $250,000 against $228,960 of payables — the working-capital squeeze a SPAC hits between signing and closing.

Puts a number on redemption sensitivity: the SPAC side's post-closing ownership falls from about 52% to about 27% between no redemptions and the maximum the deal can absorb — the range that determines what public holders own of the combined company.

Puts the signed merger agreement into the proxy-solicitation record, which is what starts the disclosure clock for the MTech shareholder vote. The extracted text is the agreement's table of contents and recitals, not the consideration terms.

Names MTech's target and fixes the transaction structure: Pubco, not MTech, becomes the listed company, and the seller side is already locked up by voting agreements. The extracted text covers the table of contents and recitals; the merger consideration, escrow and termination-fee amounts are in articles not reproduced here.

Trust income keeps accruing on the $57.5 million principal while working capital outside the trust drops below $400,000 — the balance that has to fund the search and any deal expenses.

First reported quarter for the post-over-allotment $57.5 million trust, with no deferred underwriting liability on the balance sheet and roughly $490,000 of cash to run the search.

Restates the trust after the full over-allotment at the same $10.00 per share, so the additional 750,000 public units dilute nobody's redemption claim.

Establishes a $10.00 trust with no deferred underwriting liability on the balance sheet, and flags an over-allotment that had been noticed but not yet closed as of this filing.

Sets this SPAC's trust funding at $10.00 per firm unit against a $9.75 net price, and gives the underwriter a 750,000-unit over-allotment that would enlarge the trust if exercised.

The warrant is worth reading twice: one whole warrant per unit rather than the half or third this cohort usually sells, so the dilution on exercise is two to three times the norm at the same $11.50 strike. The call has an unusual shape too - $0.01 AT ANY TIME during the exercise period, on 30 days' notice, if the last sale price is at least $18.00 for 20 of 30 trading days ending three business days before notice, AND only if a current registration statement is then in effect. Class A and warrants separate on the 90th day after the prospectus, not the 52nd.

What changed: MTech Acquisition filed the same disclosure as definitive additional proxy material: 685,599 Class A shares previously subscribed at $10.21 for about $7.0 million, plus 215,475 more on June 7 and June 10, 2019 at the same price for about $2.2 million, for 901,074 shares and approximately $9.2 million of gross proceeds, converting one-for-one into Pubco stock and conditioned on the business combination closing immediately after. Why it matters: A duplicate of the same-day 8-K filed as soliciting material; the PIPE totals are identical.

What changed: MTech Acquisition reported that, having previously entered subscription agreements for 685,599 Class A shares at $10.21 for approximately $7.0 million, it signed further subscription agreements on June 7 and June 10, 2019 for an additional 215,475 shares at the same $10.21, approximately $2.2 million. At the private placement closing it expects to issue 901,074 shares for aggregate gross proceeds of approximately $9.2 million, converting one-for-one into Pubco common stock after the combination. Why it matters: The PIPE is filled at $9.2 million against a $10.21 price — under the 1,485,506-share ceiling in the form agreement, so roughly 40% of the authorised size went unsubscribed.

What changed: MTech Acquisition filed the form of subscription agreement for a private placement of Class A common stock at $10.21 per share in connection with the MJ Freeway merger, under which the company expects to issue and sell up to an aggregate of 1,485,506 shares. The closing of each subscription is contingent on the substantially concurrent consummation of the transaction and occurs immediately prior to it, on not less than five business days' written notice. Certain investors are separately entering into letter agreements with the company and sponsor MTech Sponsor LLC. Why it matters: A PIPE priced at $10.21 — above the trust's per-share value — that funds only if the deal closes, and is sized to backfill cash lost to redemptions. The side letter agreements with the sponsor mean some investors are getting terms the form agreement does not show.

What changed: MTech Acquisition filed the same form of subscription agreement as definitive additional proxy material: Class A common stock at $10.21 per share, up to an aggregate of 1,485,506 shares, closing immediately prior to and contingent on the MJ Freeway transaction closing, with certain investors entering separate letter agreements with the company and sponsor MTech Sponsor LLC. Why it matters: A duplicate of the same-day 8-K filed as soliciting material; the PIPE terms are identical.

What changed: MTech Acquisition filed the same May 21, 2019 announcement of the Form S-4's effectiveness as definitive additional proxy material, naming MTech Acquisition Holdings, Inc. as the registrant to be renamed Akerna Corp., and stating the definitive proxy statement/prospectus was mailed to holders of record as of May 13, 2019. Why it matters: A duplicate of the same-day 8-K filed as soliciting material; no change to terms.

What changed: On May 21, 2019 MTech Acquisition and MJ Freeway announced the effectiveness of the Form S-4 (File No. 333-228220) filed by MTech Acquisition Holdings, Inc., which is to be renamed Akerna Corp. and which includes MTech's proxy statement for the merger. The filing states the registration statement was declared effective on May 14 and that the definitive proxy statement/prospectus was mailed to holders of record as of May 13, 2019. The press-release paragraph gives the effectiveness year as 2018 while the Additional Information section gives 2019. Why it matters: Confirms the registration statement is effective and the proxy mailed — the two conditions that had to clear before a vote could be held. The document states the effective year inconsistently; the 2019 date is the one consistent with the May 21, 2019 announcement.

What changed: MTech Acquisition filed the same May 16, 2019 announcement of Mark D. Iwanowski's addition to MJ Freeway's board as definitive additional proxy material, together with the statement that Pubco's Form S-4 was filed and declared effective on May 14, 2019 and that the definitive proxy statement/prospectus will be mailed to holders of record as of May 13, 2019. Why it matters: A duplicate of the same-day 8-K filed as soliciting material; no change to terms.

What changed: MTech Acquisition reported that on May 16, 2019 MJ Freeway issued a press release announcing the addition of Mark D. Iwanowski to its board of directors. The filing states that Pubco filed its Form S-4 with the SEC on May 14, 2019 containing MTech's proxy statement, that the registration statement was declared effective on May 14, 2019, and that the definitive proxy statement/prospectus will be mailed to MTech stockholders of record as of May 13, 2019. Why it matters: Records that the S-4 went effective and fixes the record date at May 13, 2019 — the point from which the redemption and voting windows run.

What changed: MTech Acquisition filed its definitive proxy statement/prospectus for the special meeting on the MJ Freeway merger. The board unanimously approved the merger agreement and unanimously recommends a vote FOR all proposals, while directing stockholders to the section on the interests of MTech's directors and officers that may conflict with theirs. Public stockholders are not required to vote for or against the business combination to redeem: holders of Class A common stock on or before June 13, 2019 — two business days before the special meeting — are eligible to elect redemption for cash. Why it matters: Decouples the redemption right from the vote, so a holder can redeem and still vote in favour; and fixes June 13, 2019 as the tender deadline that determines how much cash survives to closing.

What changed: MTech Acquisition reported the quarter ended March 31, 2019. Trust held $58,729,953 and 5,217,077 shares are carried subject to redemption at $53,169,180. A $180,000 related-party promissory note now appears on the balance sheet — the first drawdown on the February 19, 2019 sponsor facility — alongside $275,090 of accounts payable and accrued expenses and $114,456 of income taxes payable. Operating costs rose to $214,885 from $86,652 a year earlier; interest income of $347,228 less a $9,167 unrealized loss gave net income of $86,378 after tax. Cash outside trust was $6,853. Why it matters: Cash outside the trust is $6,853 against $569,546 of current liabilities: this SPAC is running entirely on sponsor drawdowns in the quarter before its shareholder vote.