BM (BMTX) SC 13G Megalith Financial Acquisition Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

MEGALITH FINANCIAL ACQUISITION CORP.

 (Name of Issuer)

Class A common stock, par value $0.0001 per share

 (Title of Class of Securities)

58518F109

(CUSIP Number)

October 24, 2018

 (Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[   ]Rule 13d-1(b)

[ X ]Rule 13d-1(c)

[   ]Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Continued on following pages

Page 1 of 11 Pages

Exhibit Index: Page 10

CUSIP No. 58518F109 SCHEDULE 13G Page 2 of 11 Pages

1	NAMES OF REPORTING PERSONS
	BASSO SPAC FUND LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			900,000
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			900,000
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	900,000
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.3%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No. 58518F109 SCHEDULE 13G Page 3 of 11 Pages

1	NAMES OF REPORTING PERSONS
	BASSO MANAGEMENT, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			900,000
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			900,000
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	900,000
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.3%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No. 58518F109 SCHEDULE 13G Page 4 of 11 Pages

1	NAMES OF REPORTING PERSONS
	BASSO CAPITAL MANAGEMENT, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			900,000
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			900,000
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	900,000
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.3%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA, PN

CUSIP No. 58518F109 SCHEDULE 13G Page 5 of 11 Pages

1	NAMES OF REPORTING PERSONS
	BASSO GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			900,000
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			900,000
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	900,000
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.3%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO, HC

CUSIP No. 58518F109 SCHEDULE 13G Page 6 of 11 Pages

1	NAMES OF REPORTING PERSONS
	HOWARD I. FISCHER
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			900,000
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			900,000
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	900,000
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.3%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN, HC

SCHEDULE 13G Page 7 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:

1345 Avenue of the Americas, New York, NY 10105

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”).

This Statement relates to Shares (as defined herein) directly beneficially owned by Basso SPAC.  Basso Management is the manager of Basso SPAC.  BCM serves as the investment manager of Basso SPAC.  Basso GP is the general partner of BCM.  Mr. Fischer is the sole portfolio manager for Basso SPAC, the Chief Executive Officer and a founding managing partner of BCM, and a member of each of Basso Management and Basso GP.  Accordingly, each of Basso Management, BCM, Basso GP and Mr. Fischer may be deemed to indirectly beneficially own the Shares reported herein.

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.

SCHEDULE 13G Page 8 of 11 Pages

Item 4.                    Ownership:

Item 4(a)                Amount Beneficially Owned:

As of October 30, 2018, each of the Reporting Persons may be deemed the beneficial owner of 900,000 Shares.  This amount consists of (i) 750,000 Shares, and (ii) 150,000 Shares underlying units (“Units”).  This amount excludes the warrants to purchase Shares (“Warrants”) 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 Warrants within 60 days.

Item 4(b)                Percent of Class:

As of October 30, 2018, each of the Reporting Persons may be deemed the beneficial owner of approximately 5.3% of Shares outstanding.  (This percentage is based on 16,928,889 Shares outstanding, based on information in the Issuer’s current report on Form 8-K, filed September 27, 2018.)

Item 4(c)                Number of Shares as to which such person has:

(i) Sole power to vote or direct the vote:	0
(ii) Shared power to vote or direct the vote:	900,000
(iii) Sole power to dispose or direct the disposition of:	0
(iv) Shared power to dispose or direct the disposition of:	900,000

Item 5.                    Ownership of Five Percent or Less of a Class:

This Item 5 is not applicable.

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.

SCHEDULE 13G Page 9 of 11 Pages

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 & Managing Partner

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

HOWARD I. FISCHER

/s/ Howard I. Fischer

October 31, 2018

SCHEDULE 13G Page 10 of 11 Pages

EXHIBIT INDEX

Ex. Page No.

A Joint Filing Agreement  11

Page 11 of 11 Pages

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 October 31, 2018 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.

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 & Managing Partner

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

HOWARD I. FISCHER

/s/ Howard I. Fischer

October 31, 2018