Washington, D.C. 20549




Date of Report (Date of earliest event reported): JULY 22, 2022

(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

(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 4.01     Changes in Registrant’s Certifying Accountant.

(b) Engagement of New Independent Registered Public Accounting Firm

On July 22, 2022, and effective immediately, the Audit Committee of the Board of Directors (the "Audit Committee") of BM Technologies, Inc. (the "Company") engaged KPMG LLP (“KPMG”) as the Company's new independent registered public accounting firm for the Company’s fiscal year 2022 and related interim periods.

During the Company’s two most recent fiscal years ended December 31, 2021 and December 31 2020, and for the subsequent interim period through July 22, 2022, neither the Company nor anyone acting on its behalf consulted with KPMG with respect to (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements, and no written report or oral advice was provided to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, (b) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or (c) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.   Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: July 25, 2022 By: /s/ Luvleen Sidhu
Luvleen Sidhu
Chief Executive Officer
BM Technologies (AMEX:BMTX)
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