Cannabis investors form ‘blank check’ company, file for $50M IPO

According to its SEC filing, new company MTech's primary strategy will be to invest in or acquire ancillary cannabis businesses.

A “blank check” company focused on acquiring ancillary businesses to the cannabis industry has filed registration documents for a future $50 million initial public offering, regulatory filings show.

MTech Acquisition Corp., a newly formed firm headquartered in Orlando, Fla., plans to offer 5 million units of stock for $10 per unit, according to the filing made Friday with the U.S. Securities and Exchange Commission. The units each consist of one share of Class A common stock and one-half of one redeemable warrant.

MTech is headed by Scott Sozio and Steven Van Dyke, principals of cannabis investment firm Hypur Ventures. MTech’s management team has invested more than $30 million in cannabis-related businesses during the past three years, company officials said in the SEC filing.

“Although the cannabis industry has evolved significantly and continues to mature, we believe the industry is still undercapitalized and companies operating across multiple verticals consistently have trouble accessing capital from traditional resources,” MTech officials wrote in the registration statement.

Citing a required “quiet period” for public offerings, Sozio and Van Dyke were unavailable Friday for an interview, Hypur officials said.

According to its SEC filing, MTech’s primary strategy will be to invest in or acquire ancillary cannabis businesses — those that don’t touch the plant. MTech likely will zero in on businesses in compliance, business intelligence, and brands and media.

“Even businesses that do not ‘touch the plant’ and instead provide ancillary services to the industry, for the most part, have found it extremely difficult to access capital,” MTech officials wrote. “The federal prohibition on cannabis has led to a situation in which small investors and venture funds have become the industry’s financial backbone.

“As a result, we believe we have the opportunity to create a compelling structure that will enable the right target company to go public and access the capital it needs in order to accelerate its organic growth and also create additional stakeholder value as a well-capitalized acquirer in an industry defined by undercapitalized competition. We will not invest in an entity or assets which violate, or aid and abet the violation, of federal law.”

The company intends to complete at least one business investment, merger or acquisition within 18 months of the offering.

As of Oct. 25, 2017, the newly formed company had $25,000 in cash and a working capital deficit of $42,346.

The offering also will include a $2.25 million private placement resulting from MTech’s initial stockholder buying 225,000 units at $10 per unit.

MTech applied to have its units, shares and warrants listed on the Nasdaq exchange under the symbols “MTECU,” “MTEC” and “MTECW,” respectively.

EarlyBirdCapital Inc. is listed as the sole book-running manager. An offering date has yet to be set.