F1These shares are underlying units (each unit consisting of one share of Class A common stock and one warrant, each warrant exercisable to purchase one share of Class A common stock) held by MTech Sponsor LLC (the "Sponsor"), acquired pursuant to an unit subscription agreement by and between the Sponsor and the issuer.
F2Such units were purchased upon the exercise of the underwriters' over-allotment option in connection with the issuer's initial public offering.. Does not include 1,437,500 shares of Class B common stock previously reported on a Form 3, which shares will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights.
F3SS FL LLC and Game Boy Partners, LLC are the managing members of MTech Sponsor LLC and have voting and investment discretion with respect to the common stock held of record by MTech Sponsor LLC. SS FL LLC and Game Boy Partners, LLC may be deemed to have shared beneficial ownership of the common stock held directly by MTech Sponsor LLC. Messrs. Sozio and Van Dyke are the issuer's Chief Executive Officer and Director and Chairman, respectively, and, Mr. Sozio and Mr. Van Dyke are the managing members of SS FL LLC, one of the managing members of the Sponsor.
F4Mr. Drew Effron is the managing member of Game Boy Partners, LLC, the other managing member of the Sponsor, and jointly with Mr. Sozio and Mr. Van Dyke has the voting and dispositive power of the securities held by the Sponsor. Accordingly, Mr. Sozio, Mr. Van Dyke and Mr. Effron may be deemed to have or share beneficial ownership of such shares. Each such person or entity disclaims beneficial ownership over any securities owned by the Sponsor in which they do not have any pecuniary interest.