MEGALITH FINANCIAL ACQUISITION CORP
60 E 42ND ST RM 3110
NEW YORK, NY 10165
August 10, 2018
VIA EDGAR
U.S. Securities and Exchange Commission
Office of Financial Services
100 F Street, N.E.
Mail Stop 4628
Washington, DC 20549
Att: John Reynolds
| Re: | Megalith Financial Acquisition Corp |
Registration Statement on Form S-1
Filed July 20, 2018
File No. 333-226270
Dear Mr. Reynolds:
Megalith Financial Acquisition Corp. the “Company”, “we”, “us” or “our”) hereby transmits its response to the letter received by us from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated August 8, 2018 regarding Registration Statement on Form S-1 previously filed on July 20, 2018.
For the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s response.
Risk Factors, page 27
We may seek business combination opportunities with a financially unstable business,
Page 41
| 1. | Please reconcile your disclosure about pursuing certain merger targets with your assertions at pages 2 and 72 suggesting that you intend to pursue “fundamentally sound” business combination targets. |
We respectfully inform the Staff that, while we currently intend to focus on and identify potential business combination targets that are fundamentally sound, the risk exists that we may not be able to identify and close our initial business combination with such a target. Thus, we believe risk factor disclosure to that effect is appropriate.
Proposed Business, page 72
2. Please provide us with supplemental support for your newly added disclosure suggesting that your Executive Chairman nominee has a long “track record … in leading publicly traded companies that have outperformed the market at 3, 5, 10, and 15 year benchmarks” and for the similar statement which appears at page 2 referencing “returns that outperformed all relevant benchmarks, including the S&P 500, the Dow Jones Industrial Average and major banking indices over 5, 10, and 15 year periods.”
We will supplementally provide the Staff with the requested backup information.
Exhibit 23.1
3. Please obtain and file a revised consent that correctly refers to the date of the report issued by your independent accountant (i.e., July 20, 2018).
We have obtained and filed a revised consent per the Staff’s comment.
We thank the Staff in advance for its consideration of these changes. Should you have any questions regarding the foregoing, please contact our outside counsel, Stuart Neuhauser, Esq. of Ellenoff Grossman & Schole LLP at (212) 370-1300.
| Very truly yours, | ||
| /s/ Samvir Sidhu | ||
Samvir Sidhu Chief Executive Officer |
Cc: Stuart Neuhauser, Esq.
