MTEC SEC filings, in plain English
Everything MTech Acquisition Corp has filed with the SEC that we hold — 40 filings, newest first, 24 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: At the special meeting held June 17, 2019, MTech Acquisition's stockholders approved the MJ Freeway merger agreement by 4,641,442 for to 205,350 against with 1,278 abstentions, and approved each element of the charter amendment for MTech Holdings — a single class with 75,000,000 authorised shares, 5,000,000 preferred, a board fixed at eight, three staggered classes, no action by written consent, and perpetual corporate existence replacing MTech's 18-month post-IPO limit — and the 2019 Long Term Incentive Plan. Why it matters: The combination closed on June 17, 2019 — the SPAC's life ends here and MTech Holdings, renamed Akerna, becomes the listed company. The charter change replacing an 18-month corporate life with perpetual existence is what makes that possible.
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.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- no earlier filing2019-02-10
SpacBrain reads this as the agreement may be terminated from 2019-02-10.
The clause …“to the Closing set forth in Article VII have not been satisfied or waived by February 10, 2019 (the “ Outside Date ”); provided, however, the right to terminate this Agreement under this Section 8.1(b) shall not be available to a Party”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
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.
What changed vs 2018-11-13trust $58.1M → $58.7M +1%trust account, redeemable shares, combination deadline +11 moved · 3 with no prior record of ours
- Trust account
- $58.1M$58.7M
- Redeemable shares
- not previously extracted5.22M
- Combination deadline
- 2019-08-01 · unchanged
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as $599,541 was added to the trust between the two filings.
The clause …“Assets 6,853 20,985 Deferred tax asset 1,925 1,618 Marketable securities held in Trust Account 58,729,953 58,451,942 Total Assets $ 58,738,731 $ 58,474,545 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable”…
The clause …“authorized; 776,673 and 759,616 shares issued and outstanding (excluding 5,217,077 and 5,234,134 shares subject to possible redemption) as of March 31, 2019 and December 31, 2018, respectively 78 76 Class B Common stock, $0.0001”…
The clause “Offering, our capital stock, debt or a combination of cash, stock and debt. We have until August 1, 2019 to complete a Business Combination. The issuance of additional shares of common stock or preferred stock: ● may significantly reduce”…
The clause …“to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through August 1, 2019, the scheduled liquidation date. These financial”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: MTech Acquisition filed the same April 17, 2019 First Amendment to the merger agreement with MJ Freeway as a Rule 425 communication: the Pubco board at closing grows from seven to eight, MJ Freeway's pre-closing appointees from four to five with the additional director independent under Nasdaq rules, and Class B is reclassified as two MJ Freeway directors and one MTech director, with Jessica Billingsley succeeding Harold Handelsman as Seller Representative. Why it matters: A duplicate of the same-day 8-K filed under Rule 425; the board terms are identical.
What changed: On April 17, 2019 MTech Acquisition entered a First Amendment to the October 10, 2018 Agreement and Plan of Merger with Pubco, the two merger subs, MTech Sponsor LLC as Purchaser Representative, MJ Freeway LLC, and Jessica Billingsley as successor to Harold Handelsman as Seller Representative. Why it matters: 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.
What changed: MTech Acquisition filed its annual report for the year ended December 31, 2018. Trust held $58,451,942 and 5,234,134 shares are carried subject to redemption at $53,082,804; there is no deferred underwriting liability. Interest income of $959,645 less a $7,703 unrealized loss was more than offset by $906,166 of operating costs, and after a $75,733 tax provision the year produced a net loss of $29,957. Cash outside the trust had fallen to $4,489 from $25,217 a year earlier, against $314,387 of accounts payable and accrued expenses. Why it matters: 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.
What changed: On February 19, 2019 MTech Acquisition issued a promissory note to sponsor MTech Sponsor LLC for up to $500,000, drawable in minimum $10,000 increments at the payee's sole discretion for costs reasonably related to consummating the initial business combination. The note is non-interest bearing and repayable on the earlier of the closing of the business combination and the effective date of the company's winding up. Why it matters: 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.
What changed: MTech Acquisition reported that on November 26, 2018 New Frontier Data issued a press release announcing a report jointly published with MJ Freeway on the results of a cannabis consumer archetype study, attached as Exhibit 99.1. The filing restates the merger structure through MTech Acquisition Holdings Inc. and notes Pubco's November 6, 2018 Form S-4 filing. Why it matters: Third-party marketing content about the target during the solicitation period; no deal terms, financial figures or timing change.
What changed: MTech Acquisition reported that on November 13, 2018 it and MJ Freeway issued a press release announcing 'Akerna' as the name of the post-combination company and their participation in MJBizCon 2018, attached as Exhibit 99.1. The filing restates the merger structure through the newly formed holding company MTech Acquisition Holdings Inc. and notes Pubco's November 6, 2018 Form S-4 filing containing MTech's preliminary proxy statement. Why it matters: Records the naming of the post-combination company; no change to consideration, structure or timing.
What changed: MTech Acquisition reported the quarter ended September 30, 2018. Trust held $58,130,412; 5,265,928 shares are carried subject to redemption at $53,144,102. Operating costs rose to $314,500 for the quarter from $136,268 in the prior quarter, producing a quarterly net loss of $76,218 despite $266,082 of interest income, with nine-month net income of $31,344 after $61,648 of tax. Accounts payable and accrued expenses rose to $228,960 from $79,258 at June 30, and cash outside trust fell to $248,835 from $382,587. Why it matters: 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.
What changed vs 2018-08-08trust $57.9M → $58.1M +0%going concern APPEAREDtrust account, going-concern doubt, combination deadline +12 moved · 2 with no prior record of ours
- Trust account
- $57.9M$58.1M
- Going-concern doubt
- not statedstated
- Combination deadline
- 2019-08-01 · unchanged
- Mandate language
- the Company intends to focus on businesses ancillary to the …not matched in this filing
SpacBrain reads this as $271,338 was added to the trust between the two filings.
The clause …“Assets 304,304 25,217 Deferred offering costs — 134,478 Marketable securities held in Trust Account 58,130,412 — Total Assets $ 58,434,716 $ 159,695 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable and accrued”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the condensed financial statements are”…
The clause “Offering, our capital stock, debt or a combination of cash, stock and debt. We have until August 1, 2019 to complete a Business Combination. The issuance of additional shares of common stock or preferred stock: ● may significantly reduce”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: MTech Acquisition and MJ Freeway announced on November 13, 2018 that the post-combination Nasdaq-listed company would be named Akerna, and that both would exhibit at MJBizCon in Las Vegas on November 14-16. Why it matters: 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.
What changed: MTech Acquisition reported that on November 9, 2018 MJ Freeway issued a press release announcing a series of updates to its MJ Platform cannabis compliance tracking product, attached as Exhibit 99.1. The filing restates the merger structure through the new holding company MTech Acquisition Holdings Inc. and notes that Pubco filed its Form S-4, containing MTech's preliminary proxy statement, with the SEC on November 6, 2018. Why it matters: Target-product marketing during the solicitation period; the one new fact of record is the November 6, 2018 S-4 filing date.
What changed: MTech Acquisition filed the same November 9, 2018 announcement of MJ Freeway's MJ Platform product updates as a Rule 425 communication, restating the merger structure through MTech Acquisition Holdings Inc. and noting that Pubco's Form S-4 containing MTech's preliminary proxy statement was filed on November 6, 2018. Why it matters: A duplicate of the same-day 8-K filed under Rule 425 so the communication is covered as a prospectus; no new deal terms.
What changed: MTech Acquisition filed its preliminary proxy statement for a special meeting to vote on the merger agreement combining MTech and MJ Freeway, LLC under a new holding company, MTech Acquisition Holdings Inc. It states that with no redemptions MTech's existing stockholders including MTech Sponsor LLC would own approximately 51.89% of MTech Holdings and the MJ Freeway sellers approximately 48.11%; if public stockholders redeem to the maximum level that would still permit completion, those figures become approximately 26.76% and 73.24%. Why it matters: 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.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- not previously extracted2019-02-10
SpacBrain reads this as the agreement may be terminated from 2019-02-10.
The clause …“to the Closing set forth in Article VII have not been satisfied or waived by February 10, 2019 (the “ Outside Date ”); provided, however, the right to terminate this Agreement under this Section 8.1(b) shall not be available to a Party”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: MTech Acquisition filed the same October 15, 2018 conference-call announcement as a Rule 425 communication. It restates the merger structure with MJ Freeway LLC through the newly formed holding company Pubco, notes that Pubco will file a Form S-4 containing MTech's proxy statement for the special meeting, and carries the standard additional-information, participants-in-the-solicitation and forward-looking-statement legends. Why it matters: A duplicate of the same-day 8-K, filed under Rule 425 so the communication is covered as a prospectus; it carries no terms beyond the structure already disclosed.
What changed: MTech Acquisition announced on October 15, 2018 a conference call to discuss the definitive merger agreement it had entered into with MJ Freeway LLC, attaching the press release as Exhibit 99.1. The body restates the structure: MTech and MJ Freeway each merge with subsidiaries of a newly formed holding company, Pubco, itself a subsidiary of MTech; MJ Freeway equityholders receive Pubco shares and MTech security holders exchange into Pubco securities. Why it matters: Deal-marketing disclosure that adds no new economic terms; the only substantive statement is that the S-4 and proxy had not yet been filed as of this date.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.