Filing Details

CUSIP No. 58518F109

SCHEDULE 13G

Page 2 of 11 Pages

CUSIP No. 58518F109

SCHEDULE 13G

Page 3 of 11 Pages

 

 

CUSIP No. 58518F109

SCHEDULE 13G

Page 4 of 11 Pages

 

 

CUSIP No. 58518F109

SCHEDULE 13G

Page 5 of 11 Pages

 

 

CUSIP No. 58518F109

SCHEDULE 13G

Page 6 of 11 Pages

 

 

Item 1(a).

Name of Issuer:

Megalith Financial Acquisition Corp. (the “Issuer”)

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

 

535 5th Ave, 29th Floor, New York, NY 10017

 

Item 2(a).

Name of Person Filing

 

This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”)

i)     Basso SPAC Fund LLC (“Basso SPAC”);

ii)    Basso Management, LLC (“Basso Management”);

iii)   Basso Capital Management, L.P. (“BCM”);

iv)   Basso GP, LLC (“Basso GP”); and

v)    Howard I. Fischer (“Mr. Fischer”).

Item 2(b).

Address of Principal Business Office or, if None, Residence:

The address of the principal business office of each of the Reporting Persons is 1266 East Main, Street, Fourth Floor, Stamford, Connecticut 06902.

Item 2(c).

Citizenship:

Each of Basso SPAC, Basso Management, and Basso GP is a Delaware limited liability company.  BCM is a Delaware limited partnership.  Mr. Fischer is a citizen of the United States.

Item 2(d).

Title of Class of Securities:

Class A common stock, par value $0.0001 per share (the “Shares”)

Item 2(e).

CUSIP Number:

58518F109

 

Item 3.

If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

This Item 3 is not applicable.

Item 4.

Ownership:

Item 4(a)

Amount Beneficially Owned:

As of December 31, 2019, each of the Reporting Persons may be deemed the beneficial owner of 284,658 Shares.  This amount consists of (i) 134,558 Shares, and (ii) 150,100 Shares underlying units (“Units”).  This amount excludes the rights to receive Shares (“Rights”) and warrants to purchase Shares (“Warrants”), if any, underlying the Units and held directly by the Reporting Persons, because the Reporting Persons do not have the right to acquire the Shares underlying the Rights or Warrants within 60 days.

Item 4(b)

Percent of Class:

As of December 31, 2019, each of the Reporting Persons may be deemed the beneficial owner of approximately 1.68% of Shares outstanding. (There were 16,928,889 Shares outstanding as of November 12, 2019, according to the Issuer’s Form 10-Q, filed November 13, 2019.)

Item4(c)

Number of Shares as to which such person has:

Item 5.

Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

This Item 6 is not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

See disclosure in Item 2 hereof.

Item 8.

Identification and Classification of Members of the Group:

This Item 8 is not applicable.

Item 9.

Notice of Dissolution of Group:

This Item 9 is not applicable.

Item 10.

Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

	BASSO SPAC FUND LLC
	By:	/s/ Howard I. Fischer
		Howard I. Fischer
		Authorized Signatory

 

	BASSO MANAGEMENT, LLC
	By:	/s/ Howard I. Fischer
		Howard I. Fischer
		Member

 

	BASSO CAPITAL MANAGEMENT, L.P.
	By:	/s/ Howard I. Fischer
		Howard I. Fischer
		Chief Executive Officer & Founding Partner

 

	BASSO GP, LLC
	By:	/s/ Howard I. Fischer
		Howard I. Fischer
		Member

 

EXHIBIT INDEX

 

 

 

 

 

 

 

 

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A common stock of Megalith Financial Acquisition Corp. dated as of February 7, 2020 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.