Current Report Filing (8-k)
June 04 2021 - 4:12PM
Edgar (US Regulatory)
0001725872
false
0001725872
2021-06-04
2021-06-04
0001725872
dei:FormerAddressMember
2021-06-04
2021-06-04
0001725872
BMTX:ClassCommonStockMember
2021-06-04
2021-06-04
0001725872
BMTX:WarrantsToPurchaseClassCommonStockMember
2021-06-04
2021-06-04
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June
4, 2021
BM TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
|
|
001-38633
|
|
82-3410369
|
(State or other jurisdiction
of incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer
Identification No.)
|
201 King of Prussia Road, Suite 350
Wayne, PA 19087
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including area
code: (877) 327-9515
Megalith Financial Acquisition Corp.
535
5th Avenue, 29th
Floor
New York, NY 10017
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Class A Common Stock
|
|
BMTX
|
|
NYSE American LLC
|
Warrants to purchase Class A Common Stock
|
|
BMTX.W
|
|
NYSE American LLC
|
Item 4.02. Non-Reliance on Previously Issued Financial Statements
or a Related Auditor Report or Completed Interim Review.
|
(a)
|
Subsequent to the issuance of the BM Technologies, Inc. (the “Company”) consolidated financial
statements for the years ended December 31, 2020 and 2019, on April 12, 2021, the Staff of the U.S. Securities and Exchange Commission
issued public statement “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition
Companies (“SPACs”)” (the “Statement”). The Statement clarified guidance for all SPAC-related companies
regarding the accounting and reporting for their warrants that could result in the warrants issued by SPACs being classified as a liability
measured at fair value, with non-cash fair value adjustments recorded in earnings at each reporting period. As previously announced, BM
Technologies, Inc. (the “Company”) completed its business combination with Megalith Financial Acquisition Corporation (“MFAC”)
on January 4, 2021 (the “Business Combination”).
|
On June 4, 2021, the Audit Committee, after
consultation with the Company’s management team, concluded that the Company’s audited financial statements for the years ending
December 31, 2017, 2018, 2019, and 2020, and the financial statements for the quarters ending June 30, 2018, September 30, 2018, March
31, 2019, June 30, 2019, September 30, 2019, March 31, 2020, June 30, 2020 and September 30, 2020 (collectively, the “Non-Reliance
Periods”), as reported in the Company’s Annual Reports on Form 10-Ks filed on April 1, 2019, March 16, 2020, and March 31,
2021, respectively, in the Company’s Quarterly Reports on Form 10-Qs filed on November 14, 2018, May 15, 2019, August 13, 2019,
November 13, 2019, May 11, 2020, August 10, 2020, and November 9, 2020, and in the audited balance sheet as of August 28, 2018, as reported
on Form 8-K filed on September 4, 2018, should no longer be relied upon based on the facts described below. Similarly, any previously
furnished or filed reports, press releases, investor presentations, or similar communications regarding the Non-Reliance Periods should
also not be relied upon.
The Company has determined that prior to
its Business Combination, both MFAC’s public and private warrants should have been accounted for as liabilities measured at fair
value, with non-cash fair value adjustments recorded through earnings in equity at each reporting period. After the Business Combination,
at each reporting period, the Company’s public warrants should be accounted for as equity, and the private warrants should be accounted
for as liabilities measured at fair value, with non-cash fair value adjustments recorded in earnings and equity. The
Company’s 10-Q filing for the quarter ended March 31, 2021 reflects the proper accounting treatment.
As
a result, the Company today is announcing that it will restate its historical financial results for the Non-Reliance Periods
to reflect the change in accounting treatment (the “Restatement”). The Company plans to file a Form 10K-A to reflect the Restatement
subsequent to filing this Form 8-K.
The Company’s prior accounting
for the warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously
reported operating expenses or cash.
The Company’s management is also
in the process of re-assessing the effectiveness of the Company’s internal control over financial reporting and its disclosure controls
and procedures.
The Audit Committee and management
have discussed the matters disclosed pursuant to this Item 4.02(a) with WithumSmith+Brown, PC, MFAC’s
independent registered public accounting firm prior to the Business Combination.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
BM Technologies, Inc.
|
|
|
Dated: June 4, 2021
|
By:
|
/s/ Robert H. Ramsey
|
|
|
Robert H. Ramsey
|
|
|
Chief Financial Officer
|
Megalith Financial Acqui... (AMEX:MFAC)
Historical Stock Chart
From Aug 2024 to Sep 2024
Megalith Financial Acqui... (AMEX:MFAC)
Historical Stock Chart
From Sep 2023 to Sep 2024