U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) OR 12(g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
MEGALITH
FINANCIAL ACQUISITION CORP.
(Exact
Name of Registrant as Specified in Its Charter)
|
Delaware
|
|
82-
3410369
|
|
(State
of Incorporation or Organization)
|
|
(I.R.S.
Employer Identification No.)
|
|
|
|
|
|
535
5th Ave, 29th Floor
New
York, New York
|
|
10017
|
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
Securities
to be registered pursuant to Section 12(b) of the Act:
Title
of Each Class
to be Registered
|
|
Name
of Each Exchange on Which
Each Class is to be Registered
|
|
|
|
|
|
Units,
each consisting of one share of Class A Common Stock and one Warrant
|
|
NYSE
American LLC
|
|
|
|
|
|
Class
A Common Stock, par value $0.0001 per share
|
|
NYSE
American LLC
|
|
|
|
|
|
Warrants,
each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
|
|
NYSE
American LLC
|
If
this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c), please check the following box. ☒
If
this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d), please check the following box. ☐
If
this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following
box. ☐
Securities
Act registration statement or Regulation A offering statement file number to which this form relates: 333-226270 (If applicable)
Securities
to be registered pursuant to Section 12(g) of the Act:
N/A
(Title
of Class)
|
Item 1.
|
Description of Registrant’s Securities
to be Registered.
|
The
securities to be registered hereby are the units, Class A common stock and warrants to purchase shares of Class A common
stock of Megalith Financial Acquisition Corp. (the “Company”). The description of the units, Class A common
stock and warrants contained in the section entitled “Description of Securities” in the prospectus included in the
Company’s Registration Statement on Form S-1 (File No. 333-226270) initially filed with the U.S. Securities and Exchange
Commission on July 20, 2018, as amended from time to time (the “Registration Statement”), to which this Form
8-A relates, is incorporated herein by reference. Any form of prospectus or prospectus supplement to the Registration Statement
that includes such descriptions and that is subsequently filed is also incorporated by reference herein.
The
following exhibits have been filed as exhibits to the Registration Statement, as amended, and are incorporated herein by reference:
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
3.1
|
|
Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (File No. 333-226270), filed with the Securities and Exchange Commission on July 20, 2018).
|
|
|
|
|
|
3.2
|
|
Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-38633), filed with the Securities and Exchange Commission on August 29, 2018).
|
|
|
|
|
|
3.3
|
|
Form of Second Amended and Restated Certificate of Incorporation (included as Annex B to the proxy statement/prospectus incorporated as Exhibit 3.2 to the Company’s Registration Statement on Form S-4 (File No. 333-249815), filed with the Securities and Exchange Commission on November 3, 2020).
|
|
|
|
|
|
3.4
|
|
Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-4 (File No. 333-249815), filed with the Securities and Exchange Commission on November 3, 2020).
|
|
|
|
|
|
3.5
|
|
Form of Amendment to the Amended and Restated Certificate of Incorporation (included as Annex A to the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on November 10, 2020).
|
|
|
|
|
|
3.6
|
|
Bylaws (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1 (File No. 333-226270), filed with the Securities and Exchange Commission on August 10, 2018).
|
|
|
|
|
|
3.7
|
|
Form of Amended and Restated Bylaws (included as Exhibit F to Annex A to the Proxy Statement/Prospectus, incorporated by reference as Exhibit 3.4 to the Company’s Registration Statement on Form S-4 (File No. 333-249815), filed with the Securities and Exchange Commission on November 3, 2020.
|
|
|
|
|
|
4.1
|
|
Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A-3 (File No. 333-226270), filed with the Securities and Exchange Commission on August 16, 2018).
|
|
|
|
|
|
4.2
|
|
Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1/A-3 (File No. 333-226270), filed with the Securities and Exchange Commission on August 16, 2018).
|
|
4.3
|
|
Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1/A-3 (File No. 333-226270), filed with the Securities and Exchange Commission on August 16, 2018).
|
|
|
|
|
|
4.4
|
|
Warrant Agreement, dated August 23, 2018, by and between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report Form 8-K (File No. 001-38633), filed with the Securities and Exchange Commission on August 29, 2018).
|
|
|
|
|
|
5.1
|
|
Opinion of Ellenoff Grossman & Schole LLP (incorporated by reference to Exhibit 5.1 to the Company’s Registration Statement on Form S-1/A-4 (File No. 333-226270), filed with the Securities and Exchange Commission on August 20, 2018
|
|
|
|
|
|
10.1
|
|
Investment Management Trust Account Agreement, dated August 23, 2018, by and between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K (File No. 001-38633), filed with the Securities and Exchange Commission on August 29, 2018).
|
|
|
|
|
|
10.2
|
|
Amendment No. 1 to the Investment Management Trust Account Agreement, dated August 28, 2018, by and between Continental Stock Transfer & Trust Company and the Company (incorporated by referenced to Exhibit 10.1 on the Company’s Current Report Form 8-K (File No. 001-386333), filed with the Securities and Exchange Commission on May 27, 2020).
|
|
|
|
|
|
10.3
|
|
Amendment No. 2 to the Investment Management Trust Account Agreement, dated August 28, 2018, by and between Continental Stock Transfer & Trust Company and the Company (incorporated by referenced to Exhibit 10.1 on the Company’s Current Report on Form 8-K (File No. 001-386333), filed with the Securities and Exchange Commission on November 27, 2020).
|
|
|
|
|
|
10.4
|
|
Registration Rights Agreement, dated August 23, 2018, by and among the Company and certain security holders (incorporated by reference to Exhibit 10.3 to the Company’s Current Report Form 8-K (File No. 001-38633), filed with the Securities and Exchange Commission on August 29, 2018).
|
SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly authorized.
|
|
Very truly yours,
|
|
|
|
|
MEGALITH FINANCIAL ACQUISITION
CORP.
|
|
|
|
|
|
By:
|
/s/
A.J. Dunklau
|
|
|
|
A.J. Dunklau
|
|
|
|
Chief Executive
Officer
|
Dated:
December 8, 2020
3