UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d –1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d–2.
(Amendment No.   1   )*

 

BM Technologies, Inc.

(Name of Issuer)

 

Class A Common

(Title of Class of Securities)

 

05591L107

(CUSIP Number)

 

December 31, 2021

(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).

 

 

 

 

 

 

CUSIP No.  05591L107
 
  1. Names of Reporting Persons
Portolan Capital Management, LLC
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (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

 

264,025 (1)

 
6.

Shared Voting Power

 

 
7.

Sole Dispositive Power

 

264,025 (1)

 
8.

Shared Dispositive Power

 

 
  9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

264,025 (1)

 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
2.12% (2)
 
  12. Type of Reporting Person (See Instructions)
IA
           

(1) 264,025 common shares issuable upon the exercise of Warrants (“Exercisable Warrants”)
     
(2) Percentage is calculated using as the numerator, the number of Exercisable Warrants held by the Reporting Persons, and as the denominator, 12,206,378 Class A common shares outstanding as of November 15, 2021 as reported by the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 15, 2021, plus the Exercisable Warrants.

 

 

 

 

CUSIP No.  05591L107
 
  1. Names of Reporting Persons
George McCabe
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) ¨
 
  3. SEC Use Only
 
  4 Citizenship or Place of Organization
USA
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5.

Sole Voting Power

 

264,025 (1)

 
6.

Shared Voting Power

 

 
7.

Sole Dispositive Power

 

264,025 (1)

 
8.

Shared Dispositive Power

 

 
  9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

264,025 (1)

 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
2.12% (2)
 
  12. Type of Reporting Person (See Instructions)
IN
           

(1) 264,025 common shares issuable upon the exercise of Warrants (“Exercisable Warrants”)
     
(2) Percentage is calculated using as the numerator, the number of Exercisable Warrants held by the Reporting Persons, and as the denominator, 12,206,378 Class A common shares outstanding as of November 15, 2021 as reported by the Issuer’s Form 10-Q filed with the SEC on November 15, 2021, plus the Exercisable Warrants.

 

2

 

 

Item 1.
  (a) Name of Issuer
BM Technologies, Inc.
  (b)

201 King of Prussia Road, Suite 350

Wayne, PA 19087

 
Item 2.
  (a)

Name of Person Filing

 

This statement is being filed with respect to certain warrants exercisable (“Warrants”) for Class A common stock (“Common Stock”) of the Issuer beneficially owned (1) directly by Portolan Capital Management, LLC, a registered investment adviser, in its capacity as investment manager for various clients, and (2) indirectly by George McCabe, the Manager of Portolan Capital Management, LLC. Portolan Capital Management, LLC and Mr. McCabe are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”

  (b)

Address of Principal Business Office or, if none, Residence

Portolan Capital Management, LLC and George McCabe
2 International Place, FL 26, Boston, MA 02110

  (c)

Citizenship
Portolan Capital Management, LLC – DE

Mr. McCabe – USA

  (d) Title of Class of Securities
Common
  (e) CUSIP Number
05591L107
 
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:
  (a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
  (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
  (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
  (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
  I ¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)I;
  (f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
  (g) ¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
  (h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
  (i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
  (j) ¨ A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

3

 

 

Item 4. Ownership
   
(a)     Amount beneficially owned:
 

As of the close of business December 31, 2021, the Reporting Persons may be deemed to beneficially own 264,025 shares of Common Stock issuable upon the exercise of the Warrants.

 

(b)    Percent of Class:

 

Reference is hereby made to Items 5-9 and 11 of pages 1 - 2 of this Schedule, which Items are incorporated by reference herein.

 

(c)     Number of shares as to which such person has:

 

Reference is hereby made to Items 5-9 and 11 of pages 1 - 2 of this Schedule, which Items are incorporated by reference herein.

 
Item 5. Ownership of Five Percent or Less of a Class
   
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  x  .
 
Item 6. Ownership of More than Five Percent on Behalf of Another Person
   
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
   
Not applicable
 
Item 8. Identification and Classification of Members of the Group
   
Not applicable
 
Item 9. Notice of Dissolution of Group
   
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.

 

4

 

 

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.

 

  February 11, 2022
  Date
   
  Portolan Capital Management, LLC
   
  By:  /s/ George McCabe
  George McCabe, Manager
   
  /s/ George McCabe
  George McCabe

 

  ATTENTION  
     
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

5

 

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