BMTX BM Technologies Inc

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_____________________________________

SCHEDULE 14A

_____________________________________

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934.

Check the appropriate box:

BM TECHNOLOGIES, INC.
(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY PROXY SUBJECT TO COMPLETION, DATED NOVEMBER 12, 2024

BM Technologies, Inc.

201 King of Prussia Road, Suite 650
Wayne, PA 19087

[    ]

To our Stockholders:

You are cordially invited to attend a special meeting of stockholders of BM Technologies, Inc., a Delaware corporation (the “Company”, “we”, “us” and “our”), on [    ], at [    ], Eastern Time (the “Special Meeting”) (unless the Special Meeting is adjourned or postponed), in a virtual-only meeting format. The Company’s stockholders will be able to virtually attend and vote at the Special Meeting by visiting https://www.cstproxy.com/bmtechnologies/sm2024. For purposes of attendance at the Special Meeting, all references in the enclosed proxy statement to “present” shall mean virtually present at the Special Meeting.

On October 24, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with First Carolina Bank, a North Carolina state-chartered bank (“Parent”), and Double Eagle Acquisition Corp, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which, subject to the terms and conditions thereof, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent (the “Surviving Corporation”). If the Merger is consummated, you will be entitled to receive $5.00 in cash, without interest and subject to any withholding taxes, in exchange for each share of Company common stock you own at the Effective Time (unless you have properly and validly exercised and do not withdraw your appraisal rights under Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”)).

The proxy statement accompanying this letter provides you with more specific information concerning the Special Meeting, the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. We encourage you to carefully read the accompanying proxy statement and the copy of the Merger Agreement attached as Annex A thereto, as they contain important information about, among other things, the Merger and how it affects you.

The board of directors of the Company (the “Board”) has reviewed and considered the terms and conditions of the Merger Agreement, the Voting Agreements (as defined in the proxy statement), the Merger and the other transactions contemplated by the Merger Agreement and has considered and evaluated the presentations of the management of the Company and its legal counsel and the presentations and opinion of a financial advisor. The Board unanimously (i) determined that the Merger and the other transactions contemplated by the Merger Agreement, and the transactions contemplated by the Voting Agreements, are fair to and in the best interests of, the Company and the stockholders of the Company, (ii) approved, adopted and declared the advisability of the Merger Agreement, the Voting Agreements and the consummation of the transactions contemplated thereby, including the Merger, (iii) directed that the Merger Agreement be submitted to the Company stockholders entitled to vote for adoption and (iv) recommended that the Company stockholders entitled to vote adopt the Merger Agreement.

At the Special Meeting, you will be asked to consider and vote on (i) a proposal to adopt the Merger Agreement (the “Merger Agreement Proposal”), (ii) a proposal to approve, by advisory (non-binding) vote, the compensation that may be paid or become payable to the named executive officers of the Company in connection with the consummation of the Merger (the “Advisory Compensation Proposal”) and (iii) a proposal to approve any adjournment of the Special Meeting, if necessary or appropriate, for the purpose of soliciting additional proxies if there are not sufficient votes at the Special Meeting to adopt the Merger Agreement (the “Adjournment Proposal”). The Board recommends you vote “FOR” the Merger Agreement Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal.

Your vote is important.    We cannot complete the Merger unless the Merger Agreement Proposal is approved by the affirmative vote (in person or by proxy) of the holders of a majority of outstanding shares of Company common stock entitled to vote thereon at the Special Meeting. Whether or not you plan to attend the Special Meeting, we want to make sure your shares are represented at the meeting. Please follow the voting instructions provided on the enclosed proxy card to submit your vote.

After reading the accompanying proxy statement, please authorize a proxy to vote your shares of common stock by completing, dating, signing and returning your proxy card (or following the electronic voting instructions thereon) or vote your shares by attending and voting at the Special Meeting. Instructions regarding the methods of authorizing your proxy are detailed in the section of the accompanying proxy statement entitled “The Special Meeting — Voting Procedures”. If you attend the Special Meeting and vote thereat, your vote will revoke any proxy that you have previously submitted. If you hold Company common stock through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from them to vote your Company common stock. Your bank, broker or other nominee cannot vote on any of the proposals, including the Merger Agreement Proposal, without your instructions. If you have any questions or need assistance voting, please contact our proxy solicitor:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Stockholders may call toll free: (877) 750-8338
Banks and Brokers may call collect: (212) 750-5833

On behalf of the Board, thank you for your continued support.

By Order of the Board of Directors

Sincerely,

LUVLEEN SIDHU
Chair of the Board of Directors
and Chief Executive Officer

[    ]

The Merger has not been approved or disapproved by the Securities and Exchange Commission or any state securities commission. Neither the Securities and Exchange Commission nor any state securities commission has passed upon the merits or fairness of the Merger or upon the adequacy or accuracy of the information contained in this document or the accompanying proxy statement. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated [    ] and, together with the enclosed form of proxy card, is first being mailed to the Company’s stockholders on or about [    ].

BM Technologies, Inc.

201 King of Prussia Road, Suite 650
Wayne, PA 19087

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON [    ]

Notice is hereby given that a special meeting of stockholders of BM Technologies, Inc., a Delaware corporation (the “Company”, “we”, “us” and “our”), to be held on [    ], at [    ], Eastern Time (the “Special Meeting”) (unless the Special Meeting is adjourned or postponed), in a virtual-only meeting format. The Company’s stockholders will be able to virtually attend and vote at the Special Meeting by visiting https://www.cstproxy.com/bmtechnologies/sm2024. For purposes of attendance at the Special Meeting, all references in the enclosed proxy statement to “present” shall mean virtually present at the Special Meeting. The Special Meeting is being held for the purpose of acting on the following matters:

For more information concerning the Special Meeting, the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, please review the accompanying proxy statement and the copy of the Merger Agreement attached as Annex A thereto.

By Order of the Board of Directors

Sincerely,

LUVLEEN SIDHU
Chair of the Board of Directors
and Chief Executive Officer

Dated: [    ]

Table of Contents

Annex Index

BM TECHNOLOGIES, INC.

201 King of Prussia Road, Suite 650
Wayne, PA 19087

SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [    ]

PROXY STATEMENT

This proxy statement contains information relating to a special meeting of stockholders of BM Technologies, Inc., a Delaware corporation (the “Company”, “we”, “us” or “our”). All references to “Parent” refer to First Carolina Bank, a North Carolina state-chartered bank; all references to “Merger Sub” refer to Double Eagle Acquisition Corp, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent. In addition, throughout this proxy statement we refer to the Agreement and Plan of Merger, dated as of October 24, 2024, by and among Parent, Merger Sub and the Company as the “Merger Agreement”.

The special meeting will be held on [    ], at [    ], Eastern Time (the “Special Meeting”) (unless the Special Meeting is postponed or adjourned), in a virtual-only meeting format. The Company’s stockholders will be able to virtually attend and vote at the Special Meeting by visiting https://www.cstproxy.com/bmtechnologies/sm2024. We are furnishing this proxy statement to holders (“Company stockholders”) of common stock, par value $0.0001 per share, of the Company (“Company common stock”) as part of the solicitation of proxies by the Company’s board of directors (the “Board”), for exercise at the Special Meeting and at any postponements or adjournments thereof. This proxy statement is dated [    ] and is first being mailed to Company stockholders on or about [    ].

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers are intended to briefly address some commonly asked questions regarding the Special Meeting, the Merger and the Merger Agreement. These questions and answers may not address all questions that may be important to you. You should read the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement.

Q:     Why am I receiving this proxy statement?

A:     On October 24, 2024, the Company entered into the Merger Agreement with Parent and Merger Sub. Pursuant to the Merger Agreement and subject to the terms and conditions thereof, Merger Sub will be merged with and into the Company, with the Company surviving the Merger as a wholly-owned, direct subsidiary of Parent.

In order to consummate the Merger, Company stockholders must vote to adopt the Merger Agreement. You are receiving this proxy statement in connection with the solicitation of proxies by the Board in favor of the Merger Agreement Proposal and the other matters to be voted on at the Special Meeting described below under “— What proposals will be considered at the Special Meeting?”

Q:     As a holder of Company common stock, what will I receive in the Merger if it is consummated?

A:     If the Merger is consummated, you will be entitled to receive $5.00 in cash, without interest and subject to any applicable withholding taxes, for each share of Company common stock that you own immediately prior to the Effective Time. You will not be entitled to receive shares in the Surviving Corporation or in Parent.

The receipt of cash pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. Please see the section of this proxy statement entitled “The Merger — Material U.S. Federal Income Tax Consequences of the Merger” for a more detailed description of the United States federal income tax consequences of the Merger. You should consult your own tax advisor for a full understanding of how the Merger will affect your federal, state, local and/or non-U.S. taxes.

Q:     When and where is the Special Meeting of our stockholders?

A:     The Special Meeting will be held on [    ], at [    ], Eastern Time, in a virtual-only meeting format. Company stockholders may only attend the Special Meeting virtually. To access the Special Meeting, you should visit https://www.cstproxy.com/bmtechnologies/sm2024. You will be required to enter a control number, included on your proxy card, voting instruction form or as you may otherwise receive, which will allow you to participate in the Special Meeting and vote your shares of Company common stock if you are a Company stockholder as of the record date. We encourage you to access the Special Meeting before the start time of [    ], Eastern Time. Please allow ample time to log into the audio webcast and test your computer systems.

Q:     Who is entitled to attend and vote at the Special Meeting?

A:     Only Company stockholders of record at the close of business on [    ], the record date for the Special Meeting, will be entitled to notice of, to attend and to vote at, the Special Meeting and any postponement or adjournment thereof. As of the close of business on the record date, there were [    ] shares of Company common stock outstanding and entitled to vote. Each Company stockholder is entitled to one vote per share of common stock held by such Company stockholder on the record date on each of the proposals presented in this proxy statement.

If on the record date, you were a “record” holder of Company common stock (that is, if you held Company common stock in your own name in the stock register maintained by our transfer agent, Continental Stock Transfer & Trust Company (“Continental”)), you are entitled to attend and vote at the Special Meeting or by proxy. Whether or not you intend to attend the Special Meeting, we encourage you to authorize a proxy to vote now, online, by phone or by proxy card to ensure that your vote is counted.

If on the record date, you were the beneficial owner of Company common stock held in “street name” (that is, if you held Company common stock through your bank, broker or other nominee), this proxy statement has been forwarded to you by your broker, bank or other nominee who is considered, with respect such Company common stock, the stockholder of record. You may complete and mail the proxy card (or follow the electronic voting instructions thereon) to ensure that your vote is counted. Alternatively, you may be able to vote over the

internet as instructed by your broker or bank. To vote virtually at the Special Meeting, you must obtain a valid proxy from your broker, bank, or other agent. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a proxy card.

For additional information on how to vote at the Special Meeting, please see the section entitled “The Special Meeting — Voting Procedures”.

At the Special Meeting and for ten days prior to the Special Meeting, the names of Company stockholders entitled to vote at the Special Meeting will be available for inspection for any purpose germane to the meeting, between the hours of 9:00 a.m. and 5:00 p.m. Eastern Time, at the Company’s principal executive offices located at 201 King of Prussia Road, Suite 650, Wayne, Pennsylvania, 19087, by contacting Louis Adimando, our General Counsel.

Q:     What proposals will be considered at the Special Meeting?

A:     At the Special Meeting, Company stockholders will be asked to consider and vote on the following proposals:

•        the Merger Agreement Proposal;

•        the Advisory Compensation Proposal; and

•        the Adjournment Proposal.

Q:     How does the Board recommend that I vote?

A:     The Board unanimously recommends a vote “FOR” the Merger Agreement Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal.

For a discussion of the factors that the Board considered in determining to recommend the approval of the Merger Agreement Proposal, please see the section of this proxy statement entitled “The Merger — Reasons for the Merger”.

In addition, in considering the recommendation of the Board with respect to the Merger Agreement, you should be aware that some of the Company’s directors and executive officers have interests that may be different from, or in addition to, the interests of the Company stockholders generally. Please see the section of this proxy statement entitled “The Merger — Interests of the Company’s Directors and Executive Officers in the Merger”.

Q:     What constitutes a quorum for purposes of the Special Meeting?

A:     The holders of a majority of all of the Company common stock issued and outstanding and entitled to vote at the Special Meeting, present in person or represented by proxy, constitutes a quorum of Company stockholders for the transaction of business at the Special Meeting. Virtual attendance at the Special Meeting constitutes presence in person for quorum purposes at the Special Meeting. Abstentions and broker non-votes will be counted as shares present for the purposes of determining the presence of a quorum. However, as each of the proposals to be presented at the Special Meeting is considered “non-routine”, there will be no broker non-votes, and shares for which beneficial owners have not provided voting instructions to their banks, brokers or other nominees will NOT count for purposes of calculating whether a quorum is present at the Special Meeting. If a stockholder fails to authorize a proxy to vote its shares or to vote at the Special Meeting, or fails to instruct its broker, bank or other nominee on how to vote, the shares of Company common stock that such stockholder owns will not be counted for purposes of determining whether a quorum is present at the Special Meeting.

If a quorum is not present or represented at the Special Meeting, the person named as chair of the Special Meeting may adjourn the Special Meeting, without notice, if the time and place of the new meeting and the means of remote communication, if any, by which Company stockholders and proxy holders may be deemed to be present and vote at such adjourned meeting, are announced at the Special Meeting at which the adjournment is taken. If, however, the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, we will provide a notice of the adjourned meeting to each Company stockholder of record entitled to vote at the Special Meeting. In the event that a quorum is not present at the Special Meeting, or if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting, we expect that the Special Meeting will be postponed or adjourned to solicit additional proxies.

As of the close of business on the record date, there were [    ] shares of Company common stock outstanding. Accordingly, holders of record of at least [    ] shares of Company common stock must be present or represented by proxy at the Special Meeting to constitute a quorum.

Q:     What vote of our stockholders is required to approve each of the proposals?

A:     The approval of the Merger Agreement Proposal requires the affirmative vote (in person or by proxy) of the holders of a majority of outstanding shares of Company common stock entitled to vote thereon. Under Delaware law and the Merger Agreement, the receipt of such required vote is a condition to the consummation of the Merger. Note that you may vote to approve the Merger Agreement Proposal and vote not to approve the Advisory Compensation Proposal or Adjournment Proposal and vice versa. Abstentions and failures to vote (including a failure to authorize a proxy to vote on a Company stockholder’s behalf) will have the same effect as a vote “AGAINST” the Merger Agreement Proposal. Pursuant to the Voting Agreements, the Supporting Holders have agreed to vote their shares in favor of the Merger, and as of the record date, the percentage of outstanding shares of Company common stock held by such Supporting Holders represents approximately [    ]% of the total voting power of Company. Accordingly, in addition to the shares held by such Supporting Holders, the Company will need an additional [    ] shares of Company common stock (or about [    ]% of the outstanding Company common stock) to be voted in favor of the Merger Agreement Proposal to approve such proposal.

The approval of the Advisory Compensation Proposal requires the affirmative vote (in person or by proxy) of a majority of the votes cast on such proposal at the Special Meeting. Assuming a quorum is present at the Special Meeting, abstentions and failures to vote (including a failure to authorize a proxy to vote on a Company stockholder’s behalf) will have no effect on the outcome of the Advisory Compensation Proposal.

The approval of the Adjournment Proposal requires the affirmative vote (in person or by proxy) of a majority of the votes cast on such proposal at the Special Meeting. Assuming a quorum is present at the Special Meeting, abstentions and failures to vote (including a failure to authorize a proxy to vote on a Company stockholder’s behalf) will have no effect on the outcome of the Adjournment Proposal. The Company does not intend to call a vote on this proposal if the Merger Agreement Proposal is approved at the Special Meeting.

A broker “non-vote” occurs when a bank, broker or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner, but does have discretionary voting power over other “routine” items and submits votes for those matters. The Company does not expect any broker non-votes at the Special Meeting because the rules applicable to banks, brokers and other nominees only provide such organization with discretionary authority to vote on proposals that are considered “routine”, whereas each of the proposals to be presented at the Special Meeting is considered “non-routine”. As a result, no bank, broker or other nominee will be permitted to vote your shares of Company common stock at the Special Meeting on any matter without receiving instructions.

Q:     Are there any voting agreements with existing shareholders?

A:     Yes. On October 24, 2024, in connection with entering into the Merger Agreement, Supporting Holders have entered into Voting Agreements. The Voting Agreements require, among other things, that the Supporting Holders vote all of their shares of Company common stock, as applicable, in favor of the Merger and the other transactions contemplated by the Merger Agreement and against alternative transactions and not to transfer any of their shares of Company common stock, subject to certain exceptions. For more information, please see the section of this proxy statement entitled “The Voting Agreements”.

Q:     How do the Company’s directors and executive officers intend to vote?

A:     As of the record date, the directors and executive officers of the Company beneficially owned in the aggregate [    ] shares of Company common stock, or approximately [    ]% of the outstanding shares of Company common stock as of the record date. Pursuant to the Voting Agreements, Supporting Holders have agreed to vote their shares in favor of the Merger, and to approve the Adjournment Proposal, if presented at the Special Meeting. We currently expect that each of the directors and executive officers of the Company will vote all of her or his shares “FOR” each of the proposals to be presented at the Special Meeting.

Q:     Do any of the Company’s directors or executive officers have any interests in the Merger that are different from, or in addition to, my interests as a Company stockholder?

A:     In considering the proposals to be voted on at the Special Meeting, you should be aware that the Company’s directors and executive officers have financial interests in the Merger that may be different from, or in addition to, your interests as a Company stockholder. The members of the Board were aware of and considered these interests in reaching the determination to unanimously approve and declare advisable the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, including the Merger, and to recommend that Company stockholders approve the Merger Agreement Proposal. These interests may include, but are not limited to:

•        the treatment of Company long-term incentive awards provided for under the Merger Agreement (as described below in “The Merger Agreement — Treatment of Company Long-Term Incentive Awards”);

•        severance and other benefits payable in the case of certain qualifying terminations of employment under the terms of individual employment agreements or the Company’s benefits program;

•        the potential to receive an annual bonus for 2024 at target performance levels;

•        the potential to enter into new employment or consulting arrangements with Parent post-closing;

•        the potential grant of cash-based retention awards under a program established for the benefit of certain Company employees; and

•        continued indemnification and insurance coverage under the Merger Agreement, the organizational documents of the Company and its subsidiaries and indemnification agreements the Company and any of its subsidiaries have entered into with each of its directors and executive officers.

These interests are described in more detail, and certain of them are quantified, in the section of this proxy statement entitled “The Merger — Interests of the Company’s Directors and Executive Officers in the Merger”.

Q:     Why am I being asked to consider and vote on the Advisory Compensation Proposal?

A:     The SEC rules require the Company to seek the approval of its stockholders on a non-binding, advisory basis with respect to certain payments that will or may be made to the Company’s named executive officers in connection with the Merger. Approval of the Advisory Compensation Proposal is not required to complete the Merger.

Q:     What will happen to outstanding Company Stock Awards in the Merger?

A:     Each Company Stock Award outstanding immediately prior to the Effective Time, excluding any excluded Company Stock Award as set forth in the Merger Agreement, whether or not then vested, will be, by virtue of the Merger and without any action on the part of the holder thereof, automatically canceled and converted into the right to receive, as soon as reasonably practicable after the Effective Time, solely an amount in cash equal to the product of the Merger Consideration multiplied by the total number of shares subject to such eligible Company Stock Award.

The payments described above will be made, subject to any applicable withholding taxes, as soon as reasonably practicable following the Closing, and in no event later than 30 days following the Closing.

See “The Merger Agreement — Treatment of Company Stock Awards”.

Q:     What happens if I transfer my Company common stock before the Special Meeting?

A:     The record date for the Special Meeting is earlier than the date of the Special Meeting. If you own Company common stock on the record date and transfer your shares after the record date but prior to the Special Meeting, you will retain your right to vote such shares of Company common stock at the Special Meeting. However, the right to receive the Merger Consideration will pass to the person to whom you transferred your shares of Company common stock. Unless special arrangements are made, the person to whom you transfer your shares of Company common stock after the record date will not have a right to vote those shares at the Special Meeting. For more information, see “The Special Meeting”.

Q:     How do I vote if I am a Company stockholder of record or hold my shares in “street name”?

A:     If you are a Company stockholder of record as of the record date, vote your shares of Company common stock on matters presented at the Special Meeting in any of the following ways:

•        by attending the Special Meeting virtually and casting your vote electronically;

•        by proxy (Company stockholders may vote in advance by authorizing a proxy for the Special Meeting by completing, signing, dating and mailing the enclosed proxy card in the envelope provided);

•        electronically, by following the instructions printed on the enclosed proxy card; or

•        by mail, by marking the enclosed proxy card, dating and signing it, and returning it in the accompanying prepaid reply envelope.

If your shares of Company common stock are held in a stock brokerage account by a bank, broker or other nominee, you are considered the beneficial owner of shares held in “street name”, and these proxy materials are being forwarded to you by your bank, broker or other nominee that is considered the Company stockholder of record of those shares. As the beneficial owner, you have the right to direct your bank, broker or other nominee on how to vote your shares via the internet or by phone if the bank, broker or other nominee offers these options to you or by completing, dating, signing and returning a voting instruction form. Your bank, broker or other nominee will send you instructions on how to submit your voting instructions for your shares of Company common stock. To vote at the Special Meeting, which will have the same effect as revoking any previously submitted voting instructions, you will need to register in advance. Please see “The Special Meeting — Registering for the Special Meeting” for information on how to register in advance.

For more detailed instructions on how to vote using one of these methods, please see the section of this proxy statement entitled “The Special Meeting — Voting Procedures”.

Whether or not you plan to attend the Special Meeting, we urge you to vote now to ensure your vote is counted. You may still attend the Special Meeting and vote during the live webcast if you have already voted by proxy.

Q:     What will happen if I abstain from voting or fail to vote on any of the proposals?

A:     The approval of the Merger Agreement Proposal requires the affirmative vote (in person or by proxy) of the holders of a majority of outstanding shares of Company common stock entitled to vote thereon. If you fail to authorize a proxy to vote your shares or to vote at the Special Meeting, or fail to instruct your broker, bank or other nominee on how to vote, the effect will be that the shares of Company common stock that you own will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

The approval of the Advisory Compensation Proposal and the Adjournment Proposal each requires the affirmative vote (in person or by proxy) of a majority of the votes cast on the proposal. Assuming a quorum is present, if you fail to authorize a proxy to vote your shares or vote at the Special Meeting, or fail to instruct your bank, broker or other nominee on how to vote, it will have no effect on the outcome of these proposals. Abstentions will not be considered votes cast and therefore will have no effect on the outcome of the Advisory Compensation Proposal or the Adjournment Proposal.

Q:     Can I change or revoke my vote after I have delivered my proxy?

A:     Yes. For the Company stockholders of record, any time after you have submitted a proxy card and before the proxy card is exercised, you may revoke or change your vote in one of three ways:

•        you may submit a new proxy card bearing a later date (which automatically revokes the earlier proxy or voting instructions) in accordance with the instructions detailed in the section of this proxy statement entitled “The Special Meeting — Voting Procedures”; or

•        you may submit a written notice of revocation to the Company’s General Counsel, Louis Adimando, at BM Technologies, Inc., 201 King of Prussia Road, Suite 650, Wayne, PA 19087; or

•        you may attend the Special Meeting and vote during the live webcast. Attendance at the Special Meeting will not, in itself, constitute revocation of a previously granted proxy.

Please note that if you want to revoke your proxy by sending a new proxy card or a written notice of revocation to the Company, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by the Company prior to the Special Meeting.

If you hold your shares in “street name”, you will need to revoke or resubmit your proxy through your broker, bank or other nominee and in accordance with its procedures. If your broker, bank or other nominee allows you to submit a proxy via the internet or by telephone, you may be able to change your vote by submitting a new proxy via the internet or by telephone (or by mail). To vote at the Special Meeting, which will have the same effect as revoking any previously submitted voting instructions, you will need to register in advance. Please see “The Special Meeting — Registering for the Special Meeting” for information on how to register in advance.

Q:     What should I do if I receive more than one set of voting materials?

A:     You may receive more than one set of voting materials, including multiple copies of this proxy statement or multiple proxy or voting instruction cards. For example, if you hold your Company common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold Company common stock. Please submit each proxy and voting instruction card that you receive in accordance with the instructions to ensure that all of your shares of Company common stock are voted.

Q:     If I hold my Company common stock in certificated form, should I send in my stock certificates now?

A:     No. Parent will appoint a paying agent for the payment of the Merger Consideration in accordance with the Merger Agreement. At or prior to the Effective Time, Parent or one of its affiliates will deposit with the paying agent the aggregate Merger Consideration payable in respect of all the shares converted in accordance with the Merger Agreement. Promptly after the Effective Time, and in any event not later than five business day thereafter, Parent will send or cause the paying agent to send to each holder of Company common stock, who holds share certificates or book-entry shares not held through the Depository Trust Corporation (“DTC”), entitled to the Merger Consideration a letter of transmittal and instructions advising such Company stockholder how to surrender its Company common stock in exchange for the Merger Consideration. Each holder of Company common stock will be entitled to receive the Merger Consideration upon, in the case of holders of share certificates, the surrender of such certificates for cancelation to the paying agent or, in the case of holders of non-certificated book-entry shares not held through the DTC (the “non-DTC book-entry shares”), the transfer of such book-entry shares by book receipt of an “agent’s message” in customary form by the paying agent, and, in each case, together with the associated letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required by the paying agent. You should not return your stock certificates with the enclosed proxy card, and you should not forward your stock certificates to the paying agent without a letter of transmittal. If you hold non-DTC book-entry shares, you will not be required to deliver a stock certificate or letter of transmittal, and you will instead receive your cash payment after the paying agent receives the documents requested in the applicable instruction from the DTC. For more information, please see the section of this proxy statement entitled “The Merger Agreement — Payment for Stock”.

Q:     Am I entitled to exercise appraisal rights instead of receiving the Merger Consideration for my Company common stock?

A:     Yes. Holders of Company common stock are entitled to appraisal rights under Section 262 of the DGCL so long as they take certain actions and meet certain conditions, including that they do not vote (in person or by proxy) in favor of the Merger Agreement Proposal. For more information regarding appraisal rights, see “The Merger — Appraisal Rights”. Failure to strictly comply with Section 262 of the DGCL may result in your waiver of, or inability to exercise, appraisal rights.

Q:     When is the Merger expected to be consummated?

A:     We currently expect to consummate the Merger during the first quarter of 2025, subject to receipt of the Required Stockholder Approval and the satisfaction or waiver of the other conditions to the Merger. The Merger is subject to regulatory review and various other conditions, however, and it is possible that factors outside of the control of the Company or Parent could result in the Merger being completed at a later time, or not at all. There may be a substantial amount of time between the Special Meeting and the consummation of the Merger.

Q:     What effect will the Merger have on the Company?

A:     If the Merger is consummated, Merger Sub will be merged with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Parent. If the Merger is consummated, the Company will cooperate with Parent and use its reasonable best efforts to cause the Company common stock and the Company Public Warrants to be delisted from NYSE American and deregistered under the Exchange Act as promptly as practicable following the Effective Time, and, accordingly, the Company common stock and the Company Public Warrants will no longer be publicly traded and you will no longer have any interest in the Company’s future earnings or growth. In addition, each share of Company common stock you hold immediately prior to the Effective Time of the Merger will represent only the right to receive $5.00 in cash, without interest and subject to any withholding taxes.

Q:     Is the Closing subject to any conditions?

A:     Yes. The obligations of each party to effect the Merger is subject to the satisfaction (or waiver, if permissible under applicable law), at or prior to the Effective Time, of certain conditions, including (i) the receipt of the Required Stockholder Approval, (ii) no legal restraints, and (iii) the receipt of the Requisite Regulatory Approvals, in each case, in connection with the transactions contemplated by the Merger Agreement.

For more information, please see the section of this proxy statement entitled “The Merger Agreement — Conditions of the Merger”.

Q:     What happens if the Merger is not consummated?

A:     In the event that the Required Stockholder Approval is not obtained or if the Merger is not consummated for any other reason, the Company stockholders will not receive any payment for their shares of Company common stock in connection with the Merger. Instead, the Company will remain an independent public company, the Company common stock will continue to be listed and traded on NYSE American, the Company common stock will continue to be registered under the Exchange Act and the Company stockholders will continue to own their shares of Company common stock and will continue to be subject to the same general risks and opportunities as they currently are with respect to ownership of the Company common stock.

Under certain circumstances, the Company will be required to pay Parent a termination fee equal to $2.75 million and, under certain other circumstances, Parent may be required to reimburse the Company any reasonable, documented and out-of-pocket costs and expenses incurred by the Company prior to the termination of the Merger Agreement, with respect to the Company’s engagement of outside counsel and outside financial advisors in connection with the evaluation and negotiation of the Merger Agreement, and external auditor in connection with the Company’s performance of its obligations under the Merger Agreement, collectively in the aggregate up to $2.75 million. For more information, please see the section of this proxy statement entitled “The Merger Agreement — Termination Fees”.

Q:     What is householding and how does it affect me?

A:     The SEC has approved rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more of the Company stockholders sharing the same address by delivering a single proxy statement addressed to those Company stockholders. This process, which is commonly referred to as “householding”, potentially provides extra convenience for Company stockholders and cost savings for companies.

Under this procedure, banks, brokers or other nominees with account holders who are Company stockholders may be “householding” proxy materials. A single copy of proxy statement will be delivered to multiple Company stockholders sharing an address unless contrary instructions have been received from the affected

Company stockholders. If you have received notice from your bank, broker or other nominee that they will be “householding” communications to your address, such “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate copy of the proxy statement, please notify your bank, broker or other nominee and write or call us at the following address or phone number: General Counsel, BM Technologies, Inc., 201 King of Prussia Road, Suite 650, Wayne, PA 19087, (877) 327-9515. We will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the proxy statement to a Company stockholder at a shared address to which a single copy of the documents was delivered.

Q:     What do I need to do now?

A:     We urge you to read this proxy statement carefully, including its annexes and the documents referred to as incorporated by reference in this proxy statement, as well as the exhibits thereto, filed with the SEC, and to consider how the Merger affects you. For more information, see the section of this proxy statement entitled “Where You Can Find Additional Information” .

Even if you plan to attend the Special Meeting, after carefully reading and considering the information contained in this proxy statement, please submit your proxy promptly to ensure that your shares are represented at the Special Meeting. For more information, see the sections of this proxy statement entitled “The Special Meeting” and “Where You Can Find Additional Information”, respectively.

Q:     Who can help answer my questions?

A:     If you need assistance in completing your proxy card or have questions regarding the Special Meeting, please contact our proxy solicitation agent:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders may call toll free: (877) 750-8338

Banks and Brokers may call collect: (212) 750-5833

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Those statements are based on management’s beliefs, plans, strategies, expectations and assumptions, and on information currently available to management. Generally, the words “will”, “may”, “should”, “could”, “would”, “expect”, “anticipate”, “intend”, “plan”, “target”, “continue”, “believe”, “seek”, “project”, “estimate”, and similar expressions or variations used in this proxy statement that do not relate to historical facts are intended to identify forward-looking statements. Forward-looking statements include, without limitation, statements regarding the proposed Merger and related matters; the expected timetable for completing the proposed Merger; prospective performance and opportunities; general business outlook; filings and approvals relating to the transactions; pending and future regulatory orders; the ability to complete the transactions considering the various closing conditions; and any assumptions underlying any of the foregoing.

Such forward-looking statements speak only as of the date as of this proxy statement, and are based on the beliefs and assumptions of the Company’s management based on information currently available to management. They are and will be, as the case may be, subject to many risks, uncertainties and factors relating to the operations and business environments of the Company that may cause the actual results of the Company or its subsidiaries and the timing of certain events to be materially different from any future results, express or implied, in such forward-looking statements.

Factors that could cause or contribute to such differences include, but are not limited to, the following: (i) uncertainties as to the timing of the Merger; (ii) the risk that the Merger may not be completed on the anticipated terms in a timely manner or at all; (iii) the failure to satisfy any of the conditions to the consummation of the Merger, including receiving, on a timely basis or otherwise, the required approvals of the Merger by the Company stockholders; (iv) the possibility that competing offers or acquisition proposals for the Company will be made; (v) the possibility that any or all of the various conditions to the consummation of the Merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including in circumstances which would require the Company to pay a termination fee; (vii) the effect of the announcement or pendency of the transactions contemplated by the Merger Agreement on the Company’s ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, or its operating results and business generally; (viii) risks related to diverting management’s attention from the Company’s ongoing business operations; (ix) the risk that stockholder litigation in connection with the transactions contemplated by the Merger Agreement may result in significant costs of defense, indemnification and liability; and (x) certain restrictions during the pendency of the Merger that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; (xi) risks that the benefits of the Merger are not realized when and as expected; (xii) legislative, regulatory and economic developments; and (xiii) (A) any other risks discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Annual Report”) and the Company’s quarterly reports on Form 10-Q for the quarters ended March 31, 2024 and June 30, 2024 (the “Quarterly Reports”) filed by the Company with the SEC, and, in particular, the risk factors set forth under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Annual Report and the Quarterly Reports and (B) other risk factors identified from time to time in the Company’s other filings with the SEC. Filings with the SEC are available on the SEC’s website at http://www.sec.gov. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Other factors and assumptions not identified above may also affect the forward-looking statements, and these other factors and assumptions may also cause actual results to differ materially from those discussed.

The Company assumes no obligation to update such statements to reflect actual results, changes in assumptions or changes in other factors affecting such statements and expressly disclaims any obligation to revise or update publicly any forward-looking statements, except as required by applicable law.

All information contained in this proxy statement exclusively concerning Parent, Merger Sub and their affiliates has been supplied by Parent and Merger Sub and has not been independently verified by us.

THE PARTIES

BM Technologies, Inc.

The Company is a fintech company that facilitates deposits and banking services between a customer and our Partner Banks, Customers Bank and First Carolina Bank, which are FDIC insured banks. We provide state-of-the-art high-tech digital banking and disbursement services to consumers and students nationwide through a full service fintech banking platform, accessible to customers anywhere and anytime through digital channels. Our fintech business model leverages BaaS partners’ and University partners’ existing customer bases to achieve high volume, low-cost customer acquisition in our Higher Education and BaaS businesses.

The Company is not a bank, does not hold a bank charter, and does not provide banking services. Our Partner Banks, Customers Bank and First Carolina Bank, are subject to regulation by the Pennsylvania Department of Banking and Securities and the North Carolina Office of the Commissioner of Banks, respectively. Both Partner Banks are subject to the regulation of the Federal Reserve Bank and both are periodically examined by their regulatory authorities. The Company is subject to the regulations of the U.S. Department of Education, due to our Disbursement business, and is periodically examined by them.

The predecessor of the Company, BankMobile, was incorporated in May 2016 as a wholly-owned subsidiary of Customers Bank. On August 6, 2020, BankMobile entered into an Agreement and Plan of Merger, by and among Megalith, a special purpose acquisition company, MFAC Merger Sub Inc., a wholly-owned subsidiary of Megalith, BankMobile and Customers Bank, the sole stockholder of BankMobile, pursuant to which BankMobile merged with and into MFAC Merger Sub Inc., with MFAC Merger Sub Inc. continuing as the Surviving Corporation. On January 4, 2021, the transactions were consummated and BankMobile became an independent company after the completion of a divestiture transaction and was rebranded BM Technologies, Inc.

The Company’s principal executive offices are located at 201 King of Prussia Road, Suite 650, Wayne, PA 19087, and its telephone number is (877) 327-9515. Shares of Company common stock and Company Public Warrants are listed on the NYSE American under the trading symbol “BMTX” and “BMTX.WT”, respectively.

Additional information about the Company is contained in its public filings with the SEC, which filings are incorporated by reference herein. See the section of this proxy statement entitled “Where You Can Find Additional Information”.

Parent

First Carolina Bank is a North Carolina chartered, non-member community bank with a developed presence in the Carolinas, Virginia, and Georgia. As a full-service banking institution, First Carolina Bank can handle all financial needs for individuals and businesses as well as wealth management services through its trust division, First Carolina Wealth, and its strategic partnership with Raleigh-based Capital Investment Companies. Upon the consummation of the transactions contemplated by the Merger Agreement and related agreements, the Company will be a wholly-owned subsidiary of Parent.

The principal executive office of Parent is 171 North Winstead Avenue, Rocky Mount, North Carolina 27804 with a telephone number of (252) 937-2152.

Merger Sub

Merger Sub is a Delaware corporation and a wholly-owned subsidiary of Parent that was formed solely for the purpose of entering into the Merger Agreement and related agreements and consummating the transactions contemplated thereby. Merger Sub has not conducted any business operations other than in connection with its formation and the transactions contemplated by the Merger Agreement and related agreements. Upon the consummation of the transactions contemplated by the Merger Agreement and related agreements, and Merger Sub will cease to exist.

The principal executive office of Merger Sub is C/O First Carolina Bank, 171 North Winstead Avenue, Rocky Mount, North Carolina 27804 with a telephone number of (252) 937-2152.

THE SPECIAL MEETING

We are furnishing this proxy statement to the holders of Company common stock as part of the solicitation of proxies by the Board for exercise at the Special Meeting and at any postponements or adjournments thereof.

Date, Time and Place

The Special Meeting will be held on [        ], at [        ] Eastern Time, in a virtual-only meeting format. To access the Special Meeting, you should visit https://www.cstproxy.com/bmtechnologies/sm2024. All stockholders are entitled to attend the Special Meeting; however, you are entitled to participate, meaning you are entitled to vote and submit questions, at the Special Meeting only if you were a stockholder of record as of the close of business on the record date, or if you were a beneficial owner of Company shares as of the record date and you register in accordance with the instructions below.

Purpose of the Special Meeting

The Special Meeting is being held for the following purposes:

•        to consider and vote on the Merger Agreement Proposal;

•        to consider and vote on the Advisory Compensation Proposal; and

•        to consider and vote on the Adjournment Proposal.

A copy of the Merger Agreement is attached as Annex A to this proxy statement.

Recommendation of the Board

The Board has considered and evaluated, among other things, the presentations of the management of the Company, the presentations of the legal counsel of the Company, the presentations of and fairness opinion delivered to the Board by a financial advisor, and such other factors as the Board has deemed relevant in connection with the Merger Agreement, the Voting Agreements, and the transactions contemplated thereby. The Board unanimously (i) determined that the Merger and the other transactions contemplated by the Merger Agreement, and the transactions contemplated by the Voting Agreements, are fair to and in the best interests of, the Company and the Company stockholders, (ii) approved, adopted and declared the advisability of the Merger Agreement, the Voting Agreements and the consummation of the transactions contemplated thereby, including the Merger, (iii) directed that the Merger Agreement be submitted to the Company stockholders entitled to vote for adoption and (iv) recommended that the Company stockholders entitled to vote adopt the Merger Agreement. Accordingly, the Board recommends a vote “FOR” the Merger Agreement Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal. For a discussion of the factors that the Board considered in determining to recommend the approval of the Merger Agreement Proposal, please see the section of this proxy statement entitled “The Merger — Reasons for the Merger”.

Record Date and Stockholders Entitled to Vote

Only Company stockholders of record at the close of business on [    ], the record date for the Special Meeting, will be entitled to notice of, and to vote at, the Special Meeting and any postponement or adjournment thereof. As of the close of business on the record date, there were [    ] shares of Company common stock outstanding and entitled to vote. Each Company stockholder is entitled to one vote per share of Company common stock held by such Company stockholder on the record date on each of the proposals presented in this proxy statement.

At the Special Meeting and for ten days prior to the Special Meeting, the names of stockholders entitled to vote at the Special Meeting will be available for inspection for any purpose germane to the meeting, between the hours of 9:00 a.m. and 5:00 p.m. Eastern Time, at the Company’s principal executive offices located at 201 King of Prussia Road, Suite 650, Wayne, Pennsylvania 19087, by contacting Louis Adimando, the General Counsel of the Company.

Quorum

The holders of a majority of all of the Company common stock issued and outstanding and entitled to vote at the Special Meeting, present in person or represented by proxy, constitutes a quorum of Company stockholders for the transaction of business at the Special Meeting. Virtual attendance at the Special Meeting constitutes presence in person for quorum purposes at the Special Meeting. Abstentions and broker non-votes will be counted as shares present for the purposes of determining the presence of a quorum for the transaction of business at the Special Meeting. However, as each of the proposals to be presented at the Special Meeting is considered “non-routine”, there will be no broker non-votes, and shares for which beneficial owners have not provided voting instructions to their banks, brokers or other nominees will NOT count for purposes of calculating whether a quorum is present at the Special Meeting. If a stockholder fails to authorize a proxy to vote its shares or to vote at the Special Meeting, or fails to instruct its broker, bank or other nominee on how to vote, the shares of Company common stock that such stockholder owns will not be counted for purposes of determining whether a quorum is present at the Special Meeting.

If a quorum is not present or represented at the Special Meeting, the person named as chair of the Special Meeting may adjourn the Special Meeting, without notice, if the time and place of the new meeting and the means of remote communication, if any, by which Company stockholders and proxy holders may be deemed to be present and vote at such adjourned meeting, are announced at the Special Meeting at which the adjournment is taken. If, however, the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, we will provide a notice of the adjourned meeting to each Company stockholder of record entitled to vote at the Special Meeting. In the event that a quorum is not present at the Special Meeting, or if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting, we expect that the Special Meeting will be postponed or adjourned to solicit additional proxies.

Vote Required

Approval of the Merger Agreement Proposal

The approval of the Merger Agreement Proposal requires the affirmative vote (in person or by proxy) of the holders of a majority of outstanding shares of Company common stock entitled to vote thereon. Under Delaware law and the Merger Agreement, the receipt of such required vote is a condition to the consummation of the Merger. Note that you may vote to approve the Merger Agreement Proposal and vote not to approve the Advisory Compensation Proposal or Adjournment Proposal and vice versa.

Abstentions and failures to vote (including a failure to authorize a proxy to vote on a Company stockholder’s behalf) will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

Pursuant to the Voting Agreements, the Supporting Holders have agreed to vote their shares in favor of the Merger, and as of the record date, the percentage of outstanding shares of Company common stock held by such Supporting Holders represents approximately [    ]% of the total voting power of Company. Accordingly, in addition to the shares held by such Supporting Holders, the Company will need an additional [    ] shares of Company common stock (or about [    ]% of the outstanding Company common stock) to be voted in favor of the Merger Agreement Proposal to approve such proposal.

Approval of the Advisory Compensation Proposal

The approval of the Advisory Compensation Proposal requires the affirmative vote (in person or by proxy) of a majority of the votes cast on such proposal at the Special Meeting. Assuming a quorum is present at the Special Meeting, abstentions and failures to vote (including a failure to authorize a proxy to vote on a Company stockholder’s behalf) will have no effect on the outcome of the Advisory Compensation Proposal.

The vote on the Advisory Compensation Proposal is a vote separate and apart from the vote to approve the Merger Agreement Proposal. Because the vote on the Advisory Compensation Proposal is advisory only, it will not be binding on the Company, the Board, Parent or the Surviving Corporation. Accordingly, because the Company is contractually obligated to pay the compensation that may be paid or become payable to our named executive officers in connection with the consummation of the Merger, if the Merger is approved by our stockholders, such compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the vote on the Advisory Compensation Proposal.

Approval of the Adjournment Proposal

The approval of the Adjournment Proposal requires the affirmative vote (in person or by proxy) of a majority of the votes cast on such proposal at the Special Meeting. Assuming a quorum is present at the Special Meeting, abstentions and failures to vote (including a failure to authorize a proxy to vote on a Company stockholder’s behalf) will have no effect on the outcome of the Adjournment Proposal. The Company does not intend to call a vote on this proposal if the Merger Agreement Proposal is approved at the Special Meeting.

The vote on the Adjournment Proposal is a vote separate and apart from the vote to approve the Merger Agreement Proposal. Accordingly, you may vote to approve the Merger Agreement Proposal and vote not to approve the Adjournment Proposal and vice versa.

Approval of the Advisory Compensation Proposal and the Adjournment Proposal is not a condition to the consummation of the Merger.

A broker “non-vote” occurs when a bank, broker or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner, but does have discretionary voting power over other “routine” items and submits votes for those matters. The Company does not expect any broker non-votes at the Special Meeting because the rules applicable to banks, brokers and other nominees only provide such organization with discretionary authority to vote on proposals that are considered “routine”, whereas each of the proposals to be presented at the Special Meeting is considered “non-routine”. As a result, no bank, broker or other nominee will be permitted to vote your shares of Company common stock at the Special Meeting without receiving instructions.

Voting Procedures

Whether or not you plan to attend the Special Meeting and regardless of the number of shares of Company common stock you own, your careful consideration of, and vote on, the Merger Agreement is important and we encourage you to vote promptly.

If on the record date, you were a “record” holder of Company common stock (in other words, you held Company common stock in your own name in the stock register maintained by our transfer agent, Continental), to ensure that your shares of Company common stock are voted at the Special Meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the Special Meeting. In order to vote by proxy card, please complete, sign, date and mail the enclosed proxy card in the envelope provided or vote electronically as specified in the enclosed proxy card. Please allow sufficient time for mailing if you decide to vote by mail. You may also vote by attending the Special Meeting and voting during the live webcast.

If on the record date, you were the beneficial owner of Company common stock held in “street name” (in other words, your Company common stock was held in the name of your bank, broker or other nominee), you should have received a proxy card and voting instructions with these proxy materials from that organization rather than from the Company. In order to vote, complete and mail the proxy card received from your broker, bank or other nominee to ensure that your vote is counted. Alternatively, you may vote by telephone or over the internet as instructed by your broker. To vote at the Special Meeting, which will have the same effect as revoking any previously submitted voting instructions, you will need to register in advance. Please see “— Registering for the Special Meeting” below for information on how to register in advance. Without following the voting and/or registration instructions, your common stock held in “street name” will not be voted, which will have the same effect as a vote “AGAINST” the Merger Agreement Proposal and, assuming a quorum, will not have any effect on the Advisory Compensation Proposal and Adjournment Proposal.

For additional questions about the Merger, assistance in submitting proxies or voting, or to request additional copies of this proxy statement or the enclosed proxy card, please contact Innisfree, which is acting as the Company’s proxy solicitation agent in connection with the Merger, toll free at (877) 750-8338. Brokers may call at (212) 750-5833.

Registering for the Special Meeting

Stockholders of Record

If on the record date, you were a “record” holder of Company common stock (in other words, you held Company common stock in your own name in the stock register maintained by our transfer agent, Continental), then you do not need to register to virtually attend and participate in the Special Meeting. You may attend and participate by accessing https://www.cstproxy.com/bmtechnologies/sm2024 and selecting “I have a Control Number”. Enter the control number shown on your proxy card.

Beneficial (“Street Name”) Stockholders

If on the record date, you were the beneficial owner of Company common stock held in “street name” (in other words, your Company common stock was held in the name of your bank, broker or other nominee), you must register in advance to attend and participate in the Special Meeting. To register in advance, you must first obtain a legal proxy from your bank, broker or other nominee. Once you have received a legal proxy from your bank, broker or other nominee, please email a scan or image of it to our transfer agent and registrar, Continental, at proxy@continentalstock.com with “Legal Proxy” noted in the subject line. If you request a legal proxy from your bank, broker or other nominee, you should note that the issuance of the legal proxy will invalidate any prior voting instructions you have given and will prevent you from giving any further voting instructions to your bank, broker or other nominee to vote on your behalf and, in that case, you would only be able to vote at the Special Meeting.

Requests for registration must be received by Continental no later than 5:00 p.m. Eastern Time, on [    ]. Upon receipt of your legal proxy, Continental will provide you with a control number by email. Once provided, you can attend and participate in the Special Meeting by accessing https://www.cstproxy.com/bmtechnologies/sm2024 and selecting “I have a Control Number”. Enter the control number provided by Continental.

How Proxies Are Voted

If you complete and submit your proxy card or voting instructions, the persons named as proxies will follow your instructions. If no such directions are indicated on a properly executed and returned proxy card, the persons named as proxies therein will have authority to vote in accordance with the Board’s recommendations.

Revocation of Proxies

For Company stockholders of record, any time after you have submitted a proxy card and before the proxy card is exercised, you may revoke or change your vote in one of three ways:

•        you may submit a new proxy card bearing a later date (which automatically revokes the earlier proxy or voting instructions) in accordance with the instructions detailed in the section of this proxy statement entitled “— Voting Procedures”; or

•        you may submit a written notice of revocation to the General Counsel at BM Technologies, Inc., 201 King of Prussia Road, Suite 650, Wayne, PA 19087; or

•        you may attend the Special Meeting and vote during the live webcast. Attendance at the Special Meeting will not, in itself, constitute revocation of a previously granted proxy.

Please note that if you want to revoke your proxy by sending a new proxy card or a written notice of revocation to the Company, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by the Company prior to the Special Meeting.

If you hold your shares in “street name”, you will need to revoke or resubmit your proxy through your broker, bank or other nominee and in accordance with its procedures. If your broker, bank or other nominee allows you to submit a proxy via the internet or by telephone, you may be able to change your vote by submitting a new proxy via the internet or by telephone (or by mail). In order to attend the Special Meeting and vote during the webcast, which will have the same effect as revoking any previously submitted voting instructions, you will need to obtain a legal proxy issued in your name from your broker, bank or other nominee, who is the Company stockholder of record in accordance with the instructions detailed in the section of this proxy statement entitled “— Registering for the Special Meeting”.

Solicitation of Proxies

The Company will bear the cost of soliciting proxies, including the expense of preparing, printing and distributing this proxy statement. In addition to soliciting proxies by mail, telephone or electronic means, we may request brokers to solicit their customers and will, upon request, reimburse them for the reasonable, out-of-pocket costs of forwarding proxy materials in accordance with customary practice and applicable SEC and NYSE American regulations. We may also use the services of our directors, officers and other employees to solicit proxies, personally or by telephone, without additional compensation. In addition, the Company has retained Innisfree M&A Incorporated (“Innisfree”) to solicit proxies at a total cost to the Company of approximately $50,000, plus reimbursement of customary out-of-pocket expenses.

Adjournments

Although it is not currently expected, the Special Meeting may be adjourned for the purpose of soliciting additional proxies. If a quorum is not present or represented at the Special Meeting, the chair of the Special Meeting may adjourn the Special Meeting, without notice, provided that the time and place of the new meeting and the means of remote communication, if any, by which Company stockholders and proxy holders may be deemed to be present and vote at such adjourned meeting, are announced at the Special Meeting at which the adjournment is taken. If, however, the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, we will provide a notice of the adjourned meeting to each Company stockholder of record entitled to vote at the Special Meeting. At such adjourned Special Meeting at which a quorum is present, any business may be transacted that might have been transacted at the Special Meeting as originally noticed.

Voting by Company Directors, Executive Officers and Principal Securityholders

As of the record date for the Special Meeting, the directors and executive officers of the Company beneficially owned in the aggregate [    ] shares of Company common stock, or approximately [    ]% of the outstanding shares of Company common stock as of the record date. Pursuant to the Voting Agreements entered into among the Company, Parent, Merger Sub and the Supporting Holders, the Supporting Holders have agreed to vote their shares in favor of the Merger and to approve the Adjournment Proposal, if presented, at the Special Meeting. As of October 24, 2024, such Supporting Holders held, in the aggregate, shares of Company common stock representing approximately 7.04% of the voting power of the total outstanding shares of Company common stock. As of the record date, the percentage of outstanding shares of Company common stock held by such Supporting Holders, represents approximately [    ]% of the total voting power of Company. Accordingly, in addition to the shares held by such Supporting Holders, the Company will need an additional [    ] shares of Company common stock (or about [    ]% of the outstanding Company common stock) to be voted in favor of the Merger Agreement Proposal to approve such proposal. We currently expect that each of the directors and executive officers of the Company will vote all of his or her shares “FOR” each of the proposals to be presented at the Special Meeting.

The Company’s directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of the Company stockholders generally. For more information, please see the section of this proxy statement entitled “The Merger — Interests of the Company’s Directors and Executive Officers in the Merger”.

Appraisal Rights

If the Merger is consummated, persons who do not wish to accept the Merger Consideration are entitled to seek appraisal of their shares of Company common stock under Section 262 of the DGCL and, if all procedures described in Section 262 of the DGCL are strictly complied with, to receive payment in cash for the fair value of their shares of Company common stock exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court, together with interest, if any, to be paid upon the amount determined to be the fair value. The “fair value” of your shares of Company common stock as determined by the Delaware Court may be more or less than, or the same as, the Merger Consideration that you are otherwise entitled to receive under the Merger Agreement. These rights are known as “appraisal rights”. This proxy statement serves as a notice of such appraisal rights pursuant to Section 262 of the DGCL.

Persons who exercise appraisal rights under Section 262 of the DGCL will not receive the Merger Consideration they would otherwise be entitled to receive pursuant to the Merger Agreement. They will receive an amount determined to be the “fair value” of their shares of Company common stock following petition to, and an appraisal by, the Delaware Court. Persons considering seeking appraisal should recognize that the fair value of their shares of Company common stock determined under Section 262 of the DGCL could be more than, the same as or less than the Merger Consideration they would otherwise be entitled to receive pursuant to the Merger Agreement. Strict compliance with the procedures set forth in Section 262 of the DGCL is required. Failure to comply strictly with all of the procedures set forth in Section 262 of the DGCL may result in the withdrawal, loss or waiver of appraisal rights. Consequently, and in view of the complexity of the provisions of Section 262 of the DGCL, persons wishing to exercise appraisal rights are urged to consult their legal and financial advisors before attempting to exercise such rights.

A holder of record or a beneficial owner of shares of Company common stock who (i) continuously holds such shares on and from the date of the making of the demand through the Effective Time, (ii) has not consented to or otherwise voted in favor of the Merger or otherwise withdrawn, lost or waived appraisal rights, (iii) strictly complies with all procedures for exercising appraisal rights under Section 262 of the DGCL, (iv) does not thereafter withdraw his, her or its demand for appraisal of such shares or otherwise lose his, her or its rights to seek appraisal and (v) in the case of a beneficial owner, a person who (A) reasonably identifies in his, her or its demand the holder of record of the shares for which the demand is made, (B) provides documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be and (C) provides an address at which such beneficial owner consents to receive notices given by the Company and to be set forth on the Chancery List (as defined in the section of this proxy statement entitled “The Merger — Appraisal Rights”), may be entitled to receive the fair value of his, her or its shares of Company common stock exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court, together with interest, if any, to be paid upon the amount determined to be the fair value. The summary included herein does not constitute legal or other advice, nor does it constitute a recommendation that persons seek to exercise their appraisal rights under Section 262 of the DGCL. Failure to comply timely and properly with the requirements of Section 262 of the DGCL will result in the loss of a person’s appraisal rights under the DGCL. A person who loses his, her or its appraisal rights will be entitled to receive the Merger Consideration under the Merger Agreement.

A copy of Section 262 of the DGCL may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. The summary included herein is not a complete statement of the law relating to appraisal rights and is qualified in its entirety by reference to the full text of Section 262 and any amendments thereto after the date of this proxy statement. Any person who desires to exercise his, her or its appraisal rights should review carefully Section 262 of the DGCL and is urged to consult his, her or its legal and financial advisors before electing or attempting to exercise such rights. If you hold your shares of Company common stock through a broker, bank or other nominee, and you wish to exercise appraisal rights, you should consult with such broker, bank or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such broker, bank or other nominee. For more information, please see the section of this proxy statement entitled “The Merger — Appraisal Rights”.

Other Matters

Pursuant to the DGCL and the Company’s by-laws, only the matters set forth in the notice of Special Meeting may be brought before the Special Meeting.

Assistance

If you have any questions or need assistance in registering, completing your proxy card or have questions regarding the Special Meeting, please contact Innisfree, which is acting as the Company’s proxy solicitation agent in connection with the Merger, toll free at (877) 750-8338. Brokers may call at (212) 750-5833.

PROPOSAL 1: MERGER AGREEMENT PROPOSAL

General

We are asking holders of Company common stock to consider and vote on the adoption of the Merger Agreement. A copy of the Merger Agreement is attached as Annex A to this proxy statement and is incorporated by reference in this proxy statement in its entirety.

Pursuant to the Merger Agreement, subject to the terms and conditions thereof, Merger Sub will merge with and into the Company, with the Company continuing as the Surviving Corporation and a wholly owned subsidiary of Parent. If the Merger is consummated, holders of Company common stock will be entitled to receive the Merger Consideration in cash, without interest and subject to any withholding of taxes required by applicable law, in exchange for each share of Company common stock (other than excluded shares and appraisal shares) such holder owns at the Effective Time. You are urged to carefully read this proxy statement in its entirety for more detailed information concerning the Merger and the Merger Agreement, including the information set forth under the sections of this proxy statement captioned “The Merger” and “The Merger Agreement”.

As discussed in the sections of this proxy statement entitled “The Merger — Recommendation of the Board” and “The Merger — Reasons for the Merger”, the Board determined that it was fair to and in the best interests of the Company for the Company to enter into the Merger Agreement and approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement.

Approval of this proposal is a condition to the consummation of the Merger. In the event this proposal is not approved, the Merger cannot be consummated.

Vote Required

Adoption of the Merger Agreement requires the affirmative vote (in person or by proxy) of the holders of a majority of the voting power represented by the outstanding shares of Company common stock that are entitled to vote thereon in accordance with the DGCL. Abstentions and failures to vote (including a failure to authorize a proxy to vote on a Company stockholder’s behalf) will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

Each Company stockholder is entitled to one vote per share of Company common stock held by such stockholder on the record date on the Merger Agreement Proposal.

Pursuant to the Voting Agreements, the Supporting Holders have agreed to vote their shares in favor of the Merger, and as of the record date, the percentage of outstanding shares of Company common stock held by such Supporting Holders represents approximately [    ]% of the total voting power of Company. Accordingly, in addition to the shares held by such Supporting Holders, the Company will need an additional [    ] shares of Company common stock (or about [    ]% of the outstanding Company common stock) to be voted in favor of the Merger Agreement Proposal to approve such proposal.

Recommendation of the Board

The Board recommends a vote “FOR” the approval of the Merger Agreement Proposal.

PROPOSAL 2: ADVISORY COMPENSATION PROPOSAL

General

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Rule 14a-21(c) under the Exchange Act, we are asking holders of Company common stock to approve, by advisory (non-binding) vote, the compensation that may be paid or become payable to our named executive officers in connection with the consummation of the Merger. As required by those rules, the Company is asking holders of Company common stock to vote on the approval of the following resolution:

“RESOLVED, that the Company stockholders approve, on an advisory (non-binding basis), the compensation that will or may become payable to by the Company to its named executive officers in connection with the consummation of the Merger, as disclosed pursuant to Item 402(t) of Regulation S-K in the table entitled “Potential Payments to Named Executive Officers”, including the associated narrative discussion, and the agreements, arrangements or understandings pursuant to which such compensation may be paid or become payable”.

Vote Required

The approval of the Advisory Compensation Proposal requires the affirmative vote (in person or by proxy) of at least a majority of the votes cast by the Company stockholders present in person or represented by proxy at the meeting and entitled to vote thereon. Assuming a quorum, abstentions will not be considered votes cast and therefore will have no effect on the outcome of the Advisory Compensation Proposal.

Each Company stockholder is entitled to one vote per share of Company common stock held by such stockholder on the record date on the Advisory Compensation Proposal.

The vote on this Advisory Compensation Proposal is a vote separate and apart from the vote to approve the Merger Agreement Proposal. Accordingly, you may vote to approve the Merger Agreement Proposal and vote not to approve this Advisory Compensation Proposal and vice versa.

As discussed above, the Advisory Compensation Proposal is an advisory vote and therefore is not binding on the Company or the Board. Furthermore, the Merger is not conditioned on the separate approval of the Advisory Compensation Proposal. Accordingly, regardless of the outcome of the non-binding advisory vote on the Advisory Compensation Proposal, as the Company is contractually obligated to pay such compensation, if the Merger is consummated, such compensation will be paid or become payable, subject only to the conditions applicable thereto.

Recommendation of the Board

The Board recommends a vote “FOR” the approval of the Advisory Compensation Proposal.

PROPOSAL 3: ADJOURNMENT PROPOSAL

General

The Company is asking you to approve the Adjournment Proposal, to allow the Board to adjourn the Special Meeting, if necessary or appropriate, including adjournments to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal.

The Adjournment Proposal, if approved, will allow the Company to adjourn the Special Meeting and any adjourned session of the Special Meeting, if necessary, and use the additional time to solicit additional proxies, including the solicitation of proxies from Company stockholders that have previously returned properly executed proxies voting against the approval of the Merger Agreement Proposal (other than in respect of any proposal for which the vote has been taken and the polls have been closed at the Special Meeting). Among other things, approval of the Adjournment Proposal could mean that, even if the Company had received proxies representing a sufficient number of votes against the Merger Agreement Proposal such that the Merger Agreement Proposal would be defeated, the Company could adjourn the Special Meeting without a vote on the Merger Agreement Proposal and seek to convince the holders of that Company common stock to change their votes to votes in favor of such proposal. Additionally, the Company may seek to adjourn the Special Meeting if a quorum is not present at the Special Meeting.

In addition to an adjournment of the Special Meeting upon approval of the Adjournment Proposal, the Company’s bylaws provide that the person named as chair of the Special Meeting may adjourn the Special Meeting, without notice, if the time and place of the new meeting and the means of remote communication, if any, by which Company stockholders and proxy holders may be deemed to be present and vote at such adjourned meeting, are announced at the Special Meeting at which the adjournment is taken. If, however, the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, we will provide a notice of the adjourned meeting to each Company stockholder of record entitled to vote at the Special Meeting. In the event that a quorum is not present at the Special Meeting, or if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting, we expect that the Special Meeting will be postponed or adjourned to solicit additional proxies.

The Company currently does not intend to propose adjournment of the Special Meeting if there are sufficient votes in favor of the Merger Agreement Proposal.

Vote Required

The approval of the Adjournment Proposal requires the affirmative vote (in person or by proxy) of at least a majority of the votes cast by the Company stockholders present in person or represented by proxy at the meeting and entitled to vote thereon. Assuming a quorum, abstentions will not be considered votes cast and therefore will have no effect on the outcome of the Adjournment Proposal.

Each Company stockholder is entitled to one vote per share of Company common stock held by such stockholder on the record date on the Adjournment Proposal.

Recommendation of the Board

The Board recommends a vote “FOR” the approval of the Adjournment Proposal.

THE MERGER

Overview

The Company is seeking the adoption by the holders of Company common stock of the Merger Agreement the Company entered into on October 24, 2024 with Parent and Merger Sub. Under the terms of the Merger Agreement, subject to the satisfaction or (if permissible under applicable law) waiver of specified conditions, Merger Sub will be merged with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Parent. The Board has unanimously approved and declared advisable the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and recommends that Company stockholders vote to adopt the Merger Agreement.

Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. This chronology does not purport to catalogue every conversation of or among members of the Board, the Company’s management, the Company’s advisors or any other person.

The Board, together with the Company’s management, regularly evaluates the Company’s historical performance, future growth prospects and long-term strategic plan and considers various strategic opportunities available to the Company as well as ways to enhance stockholder value and the Company’s performance and prospects, including in light of the business, competitive, regulatory, financing and economic environment and developments in the Company’s industry. These reviews have included discussions as to whether the Company should continue to execute on its strategy as a stand-alone company.

On March 16, 2023, the Company, through its wholly-owned subsidiary, entered into a Deposit Processing Services Agreement, as amended (the “2023 Parent DPSA”) with Parent, which provides that Parent will establish and maintain deposit accounts and other banking services in connection with customized products and services offered by the Company to its higher education institution clients, and the Company will provide certain services in connection with the accounts. Under the 2023 Parent DPSA, Parent retains any and all revenue generated from the funds held in the deposit accounts, and in exchange, pays the Company a deposit servicing fee that is based on a calculation provided by the terms therein, based on average monthly deposit balances and subject to certain contractual adjustments, and a monthly interchange fee equal to all debit card interchange revenues on the demand deposit accounts, minus an interchange share percentage.

On February 26, 2024, Ms. Luvleen Sidhu, the Chief Executive Officer of the Company, spoke with Mr. Ronald A. Day, the Chief Executive Officer of Parent, about certain matters related to the commercial relationship between the Company and Parent. As part of the overall conversation on the various ways to strengthen the strategic relationship between the Company and Parent, Ms. Sidhu inquired whether Parent had contemplated acquiring the Company, and Mr. Day expressed Parent’s interest in potentially pursuing an acquisition of the Company. Ms. Sidhu indicated to Mr. Day that the Company would consider any transaction proposal Parent may make. No specific proposals were made or discussed and they agreed to revisit the potential acquisition at a later time.

On March 6, 2024, Ms. Sidhu spoke with Mr. Day, during which discussion Mr. Day requested that they begin working on a financial and regulatory analysis of a potential transaction. Ms. Sidhu and Mr. Day mutually agreed to continue discussions of a potential transaction in April 2024 after the Company’s filing of its Form 10-K for 2023.

Between March 2024 and April 2024, Parent submitted to the Company via Wedbush Securities Inc. (“Wedbush”), Parent’s financial advisor, a list of due diligence questions, which addressed a wide range of business diligence topics including the Company’s technology, growth opportunities and cost saving measures. In a subsequent call between Ms. Sidhu and Mr. Day in mid-April 2024, it was agreed that Parent would submit a preliminary letter of intent by June 15, 2024 if the Company provided Parent with responses to the due diligence questions by early May 2024. In early May 2024, representatives of Parent were provided with access to an electronic data room and the opportunity to submit diligence requests and conduct diligence sessions. Between that time and the entry into the Merger Agreement, representatives of Company management and Parent had numerous calls regarding due diligence.

On May 7, 2024, the Board held a meeting by videoconference, with Company management and a representative from the Company’s legal advisor at the time, in attendance, to discuss a potential transaction with Parent. The legal advisor reviewed with the Board its fiduciary duties and other legal matters in the context of a review of a potential sale transaction. Following discussion, the Board was supportive of management continuing to have informal discussions with, and providing diligence materials to, Parent.

On June 14, 2024, representatives of Parent sent the Company’s management a draft non-binding letter of intent to acquire the Company in an all-cash transaction. The draft non-binding letter of intent indicated, among other terms, that (i) Parent would acquire all of the issued and outstanding shares of the Company common stock at a value between $4.50 and $5.00 per share of Company common stock in cash subject to an upward adjustment of up to $0.99 per share if certain operational metrics for fiscal year 2024 were met at or prior to the Closing of the potential transaction and (ii) a closing condition that the Company’s tangible common equity be equal to or greater than approximately $21.5 million. The Company’s closing stock price as of June 14, 2024 was $3.13 per share.

On June 18, 2024, the Board held a meeting by videoconference, with Company management and a representative from the Company’s legal advisor at the time, in attendance, to discuss the key terms of the draft non-binding letter of intent previously received from Parent. As part of this discussion, Ms. Sidhu summarized the Company management’s current views regarding the operational risks associated with the Company’s business going forward in light of the regulatory climate at the time and the anticipated interest rate environment. The Company management also reviewed with the Board the Company’s updated financial model and the estimates for the 2024 and 2025 revenue forecast and discussed the estimated organic growth of the Company and the headwinds facing organic growth in both the BaaS business and the student business. Mr. James Donahue, the President of the Company, provided additional context regarding the then-current operations of the Company and the Company’s ability to generate revenue under the operating model in light of such headwinds. Mr. Ajay Asija, the Chief Financial Officer of the Company, also summarized the key assumptions in the Company’s operating budget at the time, the current valuation metrics that management was considering when evaluating the proposed non-binding letter of intent and how the proposed per share price compared with the then-current trading price of the Company’s stock. Following the discussion of these and certain other items among the members of the Board, including the planned response, the possible structures of the sale and the effect any potential transaction may have on relationships with third parties, the Board authorized Company management to continue discussions with Parent and to provide a response to the draft non-binding letter of intent. The Company’s closing stock price as of June 18, 2024 was $2.57 per share.

From June 18, 2024 until the execution of the non-binding letter of intent on July 5, 2024, representatives of the Company exchanged correspondence with Parent and its representatives related to the draft non-binding letter of intent, including (i) the Company’s initial proposal of a fixed per share price of $5.90 without any adjustments based on operational metrics after due consideration of the pros and cons of a purchase price adjustment and the potential downside risk and (ii) Parent’s counterproposal of $5.00 per share subject to an adjustment based on the Company’s tangible common equity.

On July 3, 2024, representatives of Parent sent the Company management a revised draft of the non-binding letter of intent. The revised draft non-binding letter of intent contemplated that (i) Parent would acquire all of the issued and outstanding shares of the Company common stock at a value of up to $5.25 per share of Company common stock in cash subject to a reduction of the purchase price by the difference between $19 million and the Company’s tangible common equity at the Closing if the Company’s tangible common equity at the Closing be less than $19 million, and (ii) a closing condition that the Company’s tangible common equity is equal to or greater than $19 million. The draft letter of intent also included a provision that would provide Parent with exclusivity until August 14, 2024 and certain other terms and conditions relating to the proposed transaction. The Company’s closing stock price as of July 3, 2024 was $2.28 per share.

On July 3, 2024, the Board authorized the Company management to further negotiate and execute the revised draft non-binding letter of intent by unanimous written consent.

The letter of intent was executed by the Company and Parent on July 5, 2024.

On July 8, 2024, the Company and Parent entered into an exclusivity agreement with respect to the proposed transaction. The exclusivity agreement had an initial term expiring on August 14, 2024, but provided for (i) an automatic extension to August 31, 2024 if the Company and Parent were and have been negotiating in good faith towards entering into a definitive transaction agreement at the time of the expiration of the initial term and (ii) automatic seven day extensions thereafter so long as the Company and Parent were and have been negotiating in good faith towards entering into a definitive transaction agreement.

On July 9, 2024, the Company entered into a confidentiality agreement with Parent. The confidentiality agreement did not include a standstill provision.

During the discussions between the Company and Parent, Mr. Day expressed his expectation that following the Closing of any potential transaction, (i) Mr. Donahue would be expected to continue employment with Parent and receive a new employment agreement and (ii) Ms. Sidhu may join the board of directors of Parent and/or enter into a consulting agreement with Parent. The specifics of these arrangements were not discussed at such time. In August 2024, the Company engaged White & Case LLP (“White & Case”) to act as legal counsel in connection with the Company’s proposed transaction with Parent.

On August 14, 2024, the Company had its earnings call for the second quarter of 2024. On the earnings call, Ms. Sidhu discussed, among other things, that the Company had received inbound interest for the Company’s business at a value substantially higher than the stock price at the time and the Board has encouraged the Company management to explore all strategic options that enhance stockholder value.

On August 27, 2024, a draft of the Merger Agreement prepared by Covington & Burling LLP (“Covington”), legal counsel to Parent, was provided to Company management. This draft of the Merger Agreement provided for, among other things, a purchase price adjustment based on the tangible common equity of the Company; a condition that the final tangible common equity of the Company be no less than an amount to be determined; a no-shop provision; an obligation on the Company to reimburse Parent (up to an unspecified cap) for expenses in connection with a termination of the Merger Agreement where the requisite approval from the Company stockholders is not obtained or where Parent terminates for the Company’s breach of the Merger Agreement; and execution of Voting Agreements by certain unspecified stockholders concurrently with the execution of the Merger Agreement. The draft did not permit a change in the Board’s recommendation for the transaction with Parent in connection with an intervening event; did not include a regulatory termination fee; and did not propose a specific amount for the termination fee payable by the Company to Parent upon certain terminations of the Merger Agreement. The Company’s closing stock price as of August 27, 2024 was $2.92 per share.

From August 27, 2024 until the execution of the Merger Agreement on October 24, 2024, representatives of White & Case had calls and exchanged correspondence with representatives of Covington related to the draft Merger Agreement and other related draft transaction documentation.

On or around September 4, 2024, Ms. Sidhu and Mr. Day had a conversation regarding the Merger Consideration. Mr. Day explained that based on Parent’s diligence he believed the Company would have a lower tangible common equity than Parent previously expected. As such, Mr. Day conveyed that Parent could no longer support a price of $5.25 per share and instead suggested a price of $4.75 per share. During the course of these discussions, Mr. Day and Ms. Sidhu discussed a possible price of $5.10 per share with an adjustment based on the tangible common equity of the Company subject to the Board’s approval. The Company’s closing stock price as of September 4, 2024 was $2.84 per share.

On September 6, 2024, the Board held a meeting by videoconference, with Company management and representatives of Janney and White & Case in attendance. Prior to the meeting, the representatives of Janney confirmed that Janney had not previously provided investment banking services to Parent. Following discussion, the Board approved the terms of the proposed form of engagement letter providing for Janney’s engagement as the Company’s financial advisor in connection with a potential sale of the Company, which was executed by Company management and representatives of Janney on September 6, 2024. Among other things, the Board discussed with its advisors and the Company management the status of the potential sale transaction with Parent, the proposed purchase price, the Company’s standalone prospects, the regulatory and interest rate headwinds facing the Company and how other banks would likely evaluate a potential transaction with the Company. Representatives of White & Case reviewed with the Board its fiduciary duties and other legal matters in the context of a review of a potential sale transaction. Following discussion, the Board determined that before making a decision regarding the price proposed by Parent, it would need to receive a financial presentation from Janney at a subsequent meeting, but it was prepared to continue engaging with Parent on the Merger Agreement and other transaction terms. The Board also directed Company management not to have any discussions with Parent about potential continuing roles at the Company or Parent following the Closing of the potential transaction unless and until expressly allowed by the Board, and not before all material terms of a transaction, including the price, had been approved. The Company’s closing stock price as of September 6, 2024 was $2.79 per share.

Following the meeting of the Board on September 6, 2024, Ms. Sidhu called Mr. Day to convey that the Board was still evaluating the proposed share price of $5.10 with an adjustment based on the tangible common equity of the Company but that the Company was willing to move forward on negotiating the terms of the Merger Agreement.

On September 8, 2024, the Board held a meeting by videoconference, with Company management and representatives of White & Case in attendance to discuss the latest status of the potential sale transaction with Parent. Representatives of White & Case delivered a presentation regarding the terms of the draft Merger Agreement received from Parent and the potential responses thereto. Among other things, the Board discussed the pros and cons of proposing a go-shop provision in the Merger Agreement. Following discussion, the Board instructed that, as an initial matter, the Company should propose a go-shop with a 1.25% termination fee during the go-shop period and a 2.5% termination fee thereafter. The Board then discussed the treatment of regulatory matters in Parent’s draft of the Merger Agreement. After discussion, the Board instructed that, as an initial matter, the Company should propose a “hell or high water” efforts standard and a reverse termination fee in the event the deal does not close because of regulatory impediments.

Later on September 8, 2024, White & Case, on behalf of the Company, sent a revised draft of the Merger Agreement to Covington, on behalf of Parent. This version of the Merger Agreement, among other changes, proposed: a per share purchase price based on a set value and removed the purchase price adjustment based on the tangible common equity of the Company and the closing condition related to the Company having a minimum tangible common equity at Closing; a 45-day go shop period with a Company termination fee of 1.25% of the fully diluted equity value of the Company during such period and 2.5% of the fully diluted equity value of the Company after such period; a fiduciary out in the context of an intervening event; a reverse termination fee of 15% of the fully diluted equity value of the Company if the transaction does not close due to regulatory issues; and a “hell-or-high-water” regulatory covenant. The revised draft also removed an obligation by the Company to reimburse Parent for its transaction expenses up to a cap in the event that the Merger Agreement was terminated as a result of a breach by the Company or the Required Stockholder Approval was not received.

On September 16, 2024, Mr. Day called Ms. Sidhu and informed her that in no event would Parent agree to a deal with a “go-shop”. He explained that Parent was unwilling to be a “stalking horse”, but that he could consider potentially releasing the Company from its pre-signing exclusivity agreement and delaying signing if the Company believed it needed to engage in a pre-signing market check.

On September 16, 2024, the Board held a meeting by video conference, with Company management and representatives of White & Case and Janney in attendance. Representatives of Janney reviewed with the Board its preliminary financial analyses, which included a discussion on the updated projections. Ms. Sidhu also updated the Board on her recent discussions with Mr. Day, including their discussions regarding the “go-shop”. Among other things, the members of the Board discussed the risk of delaying signing. They also discussed that a short window for a pre-signing market check was unlikely to be of much value to the Company or its stockholders because of the likely limited number of potential acquirors (in part due to the exclusive arrangement between Parent and the Company with respect to the Company’s deposits under the 2023 Parent DPSA), the low likelihood of identifying or negotiating a deal with another acquiror during that short window, the potential regulatory issues that could be posed by other potential acquirors and the potential risk of losing the Parent deal if the signing was delayed. The Board then discussed Parent’s position on the adjustable purchase price based on the Company’s tangible common equity and the necessity for Parent’s feedback on this point as well as the other potential issues in the Merger Agreement. The Company’s closing stock price as of September 16, 2024 was $3.26 per share.

On September 19, 2024, Covington, on behalf of Parent, sent a revised draft of the Merger Agreement to White & Case, on behalf of the Company. This version of the Merger Agreement, among other changes, reinstated the purchase price adjustment based on the tangible common equity of the Company; removed the “hell-or-high-water” regulatory efforts covenant; removed the reverse termination fee; removed the go shop provision; and reinstated an obligation by the Company to reimburse Parent for its transaction expenses up to a cap in the event that the Merger Agreement was terminated as a result of a breach by the Company or the Required Stockholder Approval was not received. The Company’s closing stock price as of September 19, 2024 was $3.33 per share.

Between September 2024 and October 2024, representatives of the Company and Parent engaged in numerous discussions regarding the material terms of the potential transaction, including the Merger Consideration, closing conditions and regulatory matters.

On September 21, 2024, Ms. Sidhu sent an e-mail to Mr. Day (i) setting forth the Company’s estimate of the Company’s tangible common equity as of the expected signing as of September 30, 2024 and as of December 31, 2024 and (ii) asserting that the Board is unable to commit to a per share price below $5.00 per share. In response to the foregoing email, Mr. Day agreed with Ms. Sidhu that the per share price (a) will be a fixed amount that would not be subject to any adjustments and (b) will not be lower than a per share price of $5.00 per share.

On September 24, 2024, White & Case, on behalf of the Company, sent a revised draft of the Merger Agreement to Covington, on behalf of Parent. This version of the Merger Agreement, among other changes, removed the purchase price adjustment based on the tangible common equity of the Company and proposed a per share price of $5.00; proposed 1.25% of the fully diluted equity value of the Company as the amount of the Company termination fee; reinstated a reverse termination fee of 15% of the fully diluted equity value of the Company; proposed that the exclusivity arrangement between the Company and Parent under the 2023 Parent DPSA would terminate in the event the reverse termination fee becomes payable; proposed an obligation on Parent to reimburse the Company for out-of-pocket costs and expenses related to the Company’s engagement of outside accountants and auditors in connection with any filings with the SEC after January 1, 2025 and prior to the Closing and removed the Company’s obligation to reimburse Parent for any expenses in connection a termination where the stockholders vote down the transaction or where the Company breached its obligations. The Company’s closing stock price as of September 24, 2024 was $3.26 per share.

In addition, Covington, on behalf of Parent, sent to White & Case, on behalf of the Company, an initial draft of the Voting Agreement on September 24, 2024.

On October 1, 2024, Covington, on behalf of Parent, sent a revised draft of the Merger Agreement to White & Case, on behalf of the Company. This version of the Merger Agreement, among other changes, removed the reverse termination fee of 15% of the fully diluted equity value of the Company and instead proposed a reimbursement (of up to $1,500,000) for out-of-pocket costs incurred by the Company for outside counsel and outside financial advisors in connection with the evaluation and negotiation of the Merger Agreement if the Merger Agreement is terminated due to certain regulatory reasons; agreed to a per share purchase price based on a set value and the removal of the purchase price adjustment based on the tangible common equity of the Company; removed the obligation to terminate the exclusivity arrangement between the Company in Parent in 2023 Parent DPSA in the event the reverse termination fee becomes payable; and eliminated Parent’s obligation to reimburse the Company for out-of-pocket costs and expenses related to the Company’s engagement of outside accountants and auditors in connection with any filings with the SEC after January 1, 2025 and prior to the Closing.

On October 7, 2024, White & Case, on behalf of the Company, sent a revised draft of the Merger Agreement to Covington, on behalf of Parent. This version of the Merger Agreement, among other changes, proposed a reverse termination fee of $5,000,000 and an uncapped reimbursement for out-of-pocket costs incurred by the Company for outside counsel and outside financial advisors in connection with the evaluation and negotiation of the Merger Agreement if the Merger Agreement is terminated due to certain regulatory reasons; and reinstated Parent’s obligation to reimburse the Company for out-of-pocket costs and expenses related to the Company’s engagement of outside accountants and auditors in connection with any filings with the SEC after January 1, 2025 and prior to the Closing.

On October 17, 2024, Covington, on behalf of Parent, sent a revised draft of the Merger Agreement to White & Case, on behalf of the Company. This version of the Merger Agreement, among other changes, proposed a Company termination fee of 3% of the fully diluted equity value of the Company; and removed the reverse termination fee of $5,000,000 and instead proposed a reimbursement (of up to $2,000,000) for out-of-pocket costs incurred by the Company for outside counsel and outside financial advisors in connection with the evaluation and negotiation of the Merger Agreement if the Merger Agreement is terminated due to certain regulatory reasons.

From October 17, 2024 until the execution of the Merger Agreement on October 24, 2024, representatives of the Company and White & Case exchanged correspondence with Parent and Covington related to the terms and conditions of the Merger Agreement and other related transaction documentation and the parties ultimately agreed on a $2,750,000 Company termination fee and a Parent reimbursement fee for certain out-of-pocket costs of the Company, in the aggregate up to $2,750,000.

On the afternoon of October 24, 2024, the Board held a videoconference meeting attended by representatives of Janney and White & Case during which (i) White & Case reviewed the final terms and conditions set forth in the Merger Agreement and Voting Agreements with the Board, (ii) the Board engaged in discussion with White & Case regarding the Merger Agreement and Voting Agreements and the terms and conditions thereof, (iii) Janney discussed its financial analysis with respect to the Merger Consideration to be provided pursuant to the Merger Agreement, (iv) the Board engaged in discussion regarding the financial analysis and asked questions regarding such analysis which were answered to the Board’s satisfaction by Janney and (v) at the Board’s request, Janney rendered its opinion to the Board, as of October 24, 2024, that the Merger Consideration to be received by the Company stockholders pursuant to the Merger Agreement is fair, from a financial point of view, to such holders. The Board then unanimously (a) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to,

and in the best interest of, the Company and the Company stockholders, (b) approved, adopted and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, (c) directed that the Merger Agreement be submitted to the Company stockholders entitled to vote for adoption and (d) recommended that the Company stockholders entitled to vote adopt the Merger Agreement.

Following the meeting of the Board, representatives of the Company and Parent executed the Merger Agreement and the other transaction documents on October 24, 2024.

The following morning, on October 25, 2024, the Company issued a press release announcing the execution of the Merger Agreement and the proposed terms of the acquisition by Parent.

Recommendation of the Board

At a special meeting of the Board on October 24, 2024, after consideration, including of the material factors described in the section below entitled “— Reasons for the Merger”, and detailed discussions with the Company’s management and its outside legal and financial advisors, at such meeting and prior meetings of the Board, the Board unanimously:

•        determined that the Merger Agreement, the Voting Agreements, and the transactions contemplated thereby, including the Merger, are fair to, and in the best interest of, the Company and the Company stockholders;

•        approved, adopted and declared the advisability of the Merger Agreement, the Voting Agreements, and the consummation of the transactions contemplated thereby, including the Merger;

•        directed that the Merger Agreement be submitted to the Company stockholders entitled to vote for adoption; and

•        recommended that the Company stockholders entitled to vote adopt the Merger Agreement.

Reasons for the Merger

As described above in the section entitled “— Background of the Merger”, prior to and in reaching its unanimous determination to (i) declare that it is advisable and fair to, and in the best interests of, the Company and Company stockholders, that the Company enter into the Merger Agreement and consummate the Merger, (ii) approve the Merger Agreement and the consummation of the Merger contemplated thereby, including the Merger, (iii) recommend that the Company stockholders entitled to vote adopt the Merger Agreement and (iv) direct that the Merger Agreement be submitted to the Company’s stockholders entitled to vote for adoption, the Board consulted with and received the advice of its financial advisor and outside legal counsel, discussed certain issues with Company management and considered a variety of factors weighing positively in favor of the Merger, the Merger Agreement and the transactions contemplated thereby, including the following non-exhaustive list of material factors (not necessarily in order of relative importance):

•        the $5.00 per share price of Company common stock to be paid in cash, which represented a premium of approximately:

•        55% over the trading price per share as of October 24, 2024; and

•        90% over the trading price per share as of August 14, 2024, the day before the Company disclosed that it had inbound interest.

•        the Board’s understanding of the Company’s business, operations, financial condition, earnings, prospects, competitive position and the nature of the industry in which the Company competes;

•        the Board’s understanding of the risks and uncertainties in the industry in which the Company operates, and the risks that the Company would face if it continued to operate on a stand-alone public company basis, including:

•        risks relating to regulatory changes, including that in 2024, there was a proposed regulatory change that could impact BaaS providers, potentially requiring partner banks to categorize deposits sourced through certain BaaS arrangements as broker deposits rather than core deposits. If finalized, this change could materially decrease the value to partner banks of the deposits gained through certain BaaS partnerships;

•        risks relating to compliance with existing and future applicable laws and regulations, especially the rules and regulations applicable to the Company and the deposits and banking services that the Company provides to its customer and Partner Banks; and

•        other risks and uncertainties, including the risk factors set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and on Form 10-Q for the fiscal quarters ended March 31, 2024 and June 30, 2024.

•        the Board’s assessment of potential risks, rewards and uncertainties associated with remaining an independent public company as a possible strategic alternative to the sale of the entire Company (including the potential value to Company stockholders based on the Company’s strategic plan that could be expected to be generated from remaining an independent public company), and the Board’s resulting determination that such alternative did not represent an attractive alternative to the Merger;

•        the Board’s consideration of the current state of the economy and uncertainty surrounding forecasted economic conditions in the near term and the long term, which could negatively affect the Company’s financial performance;

•        the fact that the Merger Consideration is all cash, which provides certainty, immediate value and liquidity to Company stockholders immediately upon the Closing of the Merger, especially when viewed against any internal or external risks and uncertainties associated with the Company’s stand-alone strategy;

•        the financial analyses reviewed and discussed with the Board by representatives of Janney, as well as the oral opinion of Janney, subsequently confirmed in writing, which written opinion is attached to this proxy statement as Annex C, rendered to the Board, that as of October 24, 2024, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Janney as set forth in Janney’s written opinion, the Merger Consideration to be received by the Company stockholders (other than the excluded shares and appraisal shares) pursuant to the Merger Agreement was fair from a financial point of view to such Company stockholders, as set forth in such opinion as more fully described below in the section of this proxy statement entitled “— Opinion of the Company’s Financial Advisor”;

•        the Board’s belief that it was unlikely that other potential counterparties would engage in a transaction with the Company at the same or better price and other terms offered by Parent for the reasons described above in the section entitled “— Background of the Merger”;

•        the Board’s belief that, if the Company did not enter into the Merger Agreement with Parent, there could be a considerable period of time, if ever, before the trading price per share of the Company common stock would reach and sustain the per share price of $5.00 as adjusted for present value (even assuming full realization of Company management’s projections);

•        the Board’s belief that the existing deposit exclusivity arrangements with Parent could be viewed by other potential counterparties unfavorably, which could make it difficult to pursue a transaction with other potential counterparties;

•        the Company’s operating and financial performance and its prospects, including certain prospective forecasts for the Company prepared by Company management, which reflect an application of various assumptions of Company management, and the inherent uncertainty of achieving Company management’s prospective forecasts, as set forth below under the section entitled “— Certain Financial Forecasts”, and that as a result the Company’s actual financial results in future periods could differ materially from Company management’s forecasts;

•        the Board’s belief that, based on discussions with Parent, the $5.00 per share Merger Consideration represented the best and final offer and the highest price per share of Company common stock that Parent or any other potential counterparty would be willing to pay and any request for a further price increase would have created a meaningful risk that Parent might determine not to enter into the transaction and to

terminate the negotiations, in which event Company stockholders would lose the opportunity to obtain the proposed $5.00 per share of Company common stock in cash being offered and the benefits associated therewith;

•        the timing of the Merger and the risk that if the Company did not accept Parent’s offer at the time it was made, the Company might not have another opportunity to do so;

•        the fact that a transaction with Parent is less likely to encounter regulatory impediments than a transaction with other potential bank counterparties;

•        the provisions of the Merger Agreement that permit the Company to seek specific performance of Parent to perform its obligations under the Merger Agreement,;

•        the provisions of the Merger Agreement that permit the Company, in response to certain unsolicited Acquisition Proposals, to furnish information to and conduct discussions and negotiations with third parties prior to obtaining the Required Stockholder Approval under certain circumstances and, under certain conditions, to accept a Superior Proposal, and the Company’s corresponding right to terminate the Merger Agreement (subject to the payment to Parent of the Company termination fee of $2.75 million and certain rights of Parent to match the Superior Proposal) in order to enter into a definitive agreement providing for the consummation of such Superior Proposal;

•        the provisions of the Merger Agreement that permit the Board, prior to obtaining the Required Stockholder Approval to withhold, withdraw, qualify or modify (or publicly propose or resolve to withhold, withdraw, qualify or modify) in a manner adverse to Parent its recommendation that our stockholders vote to adopt the Merger Agreement, under certain circumstances and subject to certain conditions set forth in the Merger Agreement, relating to a Superior Proposal or an Intervening Event, subject to payment to Parent of the Company termination fee of $2.75 million if Parent elects to terminate the Merger Agreement in such circumstances, and that the amount of the Company termination fee is comparable to termination fees in transactions of a similar size, is reasonable, would not likely deter competing bids and would not likely be required to be paid unless the Company entered into a more favorable transaction;

•        the other terms and conditions of the Merger Agreement, which were reviewed by the Board with the Company’s outside legal counsel and financial advisors, and the fact that such terms were the product of arm’s-length negotiations between the parties;

•        the high probability that the Merger would be consummated because if the Merger Agreement is terminated in certain circumstances, Parent will need to pay a reimbursement fee to the Company, not to exceed $2.75 million in the aggregate, for certain expenses of the Company;

•        the high probability that the Merger would be completed in a reasonable timeframe and in an orderly manner, which could reduce the period during which the Company’s business would be subject to the potential uncertainty of Closing and related disruption;

•        the fact that resolutions approving the Merger were unanimously approved by the Board, which is comprised of a majority of independent directors who are not affiliated with the Company and are not employees of the Company or any of its subsidiaries;

•        the fact that the Merger would be subject to the approval of our stockholders, and our stockholders would be free to reject the Merger by voting against the adoption of the Merger Agreement;

•        the fact that no vote of Parent’s shareholders would be required to consummate the Merger;

•        the availability of appraisal rights under the DGCL to Company stockholders who comply with all of the required procedures for perfecting appraisal rights under the DGCL in connection with the Merger, including the fact that such stockholders will have the right to demand appraisal and payment of the fair value of their shares as determined by the Delaware Court, as further described in the section entitled “— Appraisal Rights”; and

•        the level of Company stockholder support for the Merger on the terms set forth in the Merger Agreement as is evidenced by the fact that Company stockholders which collectively owned approximately 7.04% of the outstanding shares of Company common stock as of the date of the Merger Agreement executed the Voting Agreements.

In the course of its deliberations, the Board also considered a variety of risks and other countervailing factors related to the Merger Agreement and the Merger, including the following material factors:

•        the potential upside in the Company’s stand-alone strategic plan;

•        the pre-signing exclusivity arrangement with Parent, which prevented the Company from soliciting alternative acquisition proposals;

•        the possibility that the Merger might not be completed on the terms or timeline currently contemplated or at all due to a failure of certain conditions, including with respect to any required approval of the transaction by regulatory authorities;

•        the risks and costs to the Company if the Merger does not close in a timely manner or at all, including:

•        the trading price of Company common stock may decline to the extent that the market price of the Company common stock currently reflects positive market assumptions that the Merger will be consummated;

•        the potential negative impact on the Company’s ability to attract, hire and retain key employees, as current and prospective employees may experience uncertainty about their future roles with the Company following the Merger;

•        the potential disruption to the Company’s business and distraction of its workforce and management team from day-to-day operations and from pursuing other opportunities that could be beneficial to the Company, in each case without realizing any of the benefits of having the Merger completed;

•        reputational harm to the Company’s relationships with investors, customers, suppliers, business partners and other third parties due to the adverse perception of any failure to successfully complete the Merger;

•        the fact that Company stockholders will have no ongoing equity interest in the surviving corporation following the Merger, meaning that Company stockholders will not (by virtue of their holding Company common stock) participate in the Company’s potential future earnings or growth;

•        the restrictions on the conduct of the Company’s business prior to the consummation of the Merger, which may delay or prevent the Company from undertaking certain business opportunities that may arise or any other action that it might otherwise take with respect to the operations and strategy of the Company, even if such actions could prove beneficial to the Company;

•        the risk that the parties may incur significant costs and material delays resulting from seeking regulatory approvals and other clearances, consents and approvals necessary for consummation of the Merger;

•        the provisions of the Merger Agreement that restrict the Company’s ability to solicit or participate in discussions or negotiations regarding alternative Acquisition Proposals with third parties, subject to specified exceptions;

•        the possibility that the Company’s obligation to pay the Company termination fee of $2.75 million to Parent upon the termination of the Merger Agreement under certain circumstances could discourage other potential acquirors from making an alternative proposal to acquire the Company; and

•        the significant costs involved in connection with negotiating the Merger Agreement and consummating the Merger, such as legal, accounting, financial advisory and integration costs, and the fact that if the Merger is not consummated, the Company may be required to bear such costs.

•        the possibility that, although the Merger provides the Company stockholders the opportunity to realize a premium to the price at which Company common stock traded prior to the public announcement of the Merger, the price of Company common stock might have increased in the future to a price greater than the Merger Consideration;

•        the risk of litigation in connection with the execution of the Merger Agreement and the consummation of the Merger and the other transactions contemplated therein;

•        the fact that an all-cash transaction would be taxable to the Company stockholders that are U.S. holders for U.S. federal income tax purposes; and

•        various other risks associated with the Merger and the business of the Company, as more fully described above in the section entitled “Cautionary Statement Regarding Forward — Looking Statements”.

In addition, the Board was aware of and considered the fact that the Company’s directors and executive officers have financial interests in the Merger that may be different from, or in addition to, those of the Company stockholders generally, as described more fully below in the section entitled “Interests of the Company’s Directors and Executive Officers in the Merger”.

The foregoing discussion of the factors considered by the Board is not intended to be exhaustive, but rather includes the material factors considered by the Board. The Board unanimously reached the conclusion to (i) determine and declare that it is advisable and fair to, and in the best interests of, the Company and Company stockholders, that the Company enter into the Merger Agreement and consummate the transactions contemplated thereby, including the Merger, (ii) approve the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, (iii) recommend that the Company stockholders entitled to vote adopt the Merger Agreement and (iv) direct that the Merger Agreement be submitted to the Company’s stockholders entitled to vote for adoption in light of the factors described above and other factors that the Board believed were appropriate. In view of the wide variety of factors considered by the Board in connection with its evaluation of the Merger and the complexity of these matters, the Board did not consider it practical, and did not attempt, to quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision and did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the Board. Rather, the Board made its recommendation based on the totality of the information available to the Board, including discussions with, and questioning of, the Company’s management and its outside financial and legal advisors. In considering the factors discussed above, individual members of the Board may have given different weights to different factors.

This explanation of the Board’s reasons for its recommendations and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors described in the section of this proxy statement entitled “Cautionary Statement Regarding Forward — Looking Statements”.

Certain Financial Forecasts

The following summary of the Company projections is included in this proxy statement to give the Company stockholders access to non-public information that was provided solely to the Board in connection with its evaluation of the Merger and the transactions contemplated thereby, and that was also provided to the Company’s financial advisor in connection with its analyses and opinion.

The Company generally does not disclose projections of its expected future financial performance, revenues, earnings or other results due to, among other reasons, the inherent difficulty of accurately predicting financial performance for future periods and the uncertainty and subjectivity of the underlying assumptions and estimates.

The Company projections (as defined below) were not prepared for the purpose of public disclosure. However, a summary of the Company projections has been included in this section to provide the Company stockholders access to this financial information. The inclusion of the summary of the Company projections in this section should not be regarded as a form of financial guidance or an indication that the Company, Janney or any other recipient of this information considered, or now considers, it to be necessarily predictive of actual future results and it should not be relied upon as such.

The Company projections in this section were not prepared on a basis designed to comply with the published guidelines of the SEC regarding financial forecasts and forward-looking statements or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts. The Company projections in this section have been prepared by, and are the responsibility of, Company management. Neither the Company’s independent registered public accounting firm nor any other independent accountants have compiled, examined or performed any procedures with respect to the Company projections summarized in this section, nor expressed any opinion or any other form of assurance with respect to this information or its achievability and assume no responsibility for, and disclaim any association with, the prospective financial information. The report of the Company’s independent registered public accounting firm contained in the Company Annual Report on Form 10-K for the year ended December 31, 2023, which is incorporated by reference into this proxy statement, relates to the Company’s historical financial statements. It does not extend to the Company projections in this section and should not be read to do so.

Although presented with numerical specificity, the Company projections in this section are subject to and reflect the use of variables, estimates and assumptions that are inherently uncertain, susceptible to multiple interpretations and may be beyond the control of the Company, Parent or the Surviving Corporation, and which may prove not to have been accurate at the time they were prepared or at any time during the period covered by the Company projections in this section. The achievement of the results included in the Company projections in this section is subject to many risks and uncertainties. Important factors that may affect actual results and cause actual results to differ materially from the Company projections in this section include, but are not limited to, risks and uncertainties relating to the Company’s business (including its ability to achieve strategic goals and the effects that the Merger may have on its business), industry performance, the laws to which the Company is subject, general business and economic conditions, market and financial conditions, tax rates, transactions or events that were not anticipated at the time the Company projections in this section were prepared, various risks set forth in the Company’s public filings with the SEC incorporated by reference herein and various risks and other factors described or referenced in the section entitled “Cautionary Statement Regarding Forward-Looking Statements”.

The Company projections in this section do not necessarily reflect the Company’s current estimates and do not necessarily take into account any circumstance, transaction or event occurring after the date the Company projections in this section were prepared and some or all of the assumptions that had been made in the Company projections in this section and certain events and results after such date may have differed from the assumptions utilized in the Company projections in this section or might lead to different assumptions being utilized if forecasts were subsequently prepared. The Company projections in this section do not give effect to the Merger or the potential synergies that may be achieved by the combined company as a result of the Merger nor do they take into account the effect of any failure of the Merger to occur. Actual results may have differed and may continue to differ, and may differ materially, from those contained in the Company projections in this section. For all the reasons discussed in this section, there can be no assurance that the Company projections in this section will be realized.

Neither the Company nor its affiliates, officers, directors or other representatives, gives any Company stockholder or any other person any assurance that forecasted results will be realized or that financial results of the Company prepared after the date the Company projections in this section were prepared do not and will not differ materially from the Company projections in this section and, except as otherwise required by law, none of the Company, Parent or the Surviving Corporation undertakes any obligation to update or otherwise revise or reconcile the Company projections in this section to reflect circumstances existing after the date the Company projections in this section were prepared, or to reflect the occurrence of future events, or to make any such update or other revision or reconciliation publicly available, even in the event that any or all of the assumptions and estimates underlying the Company projections in this section are shown to be in error.

Readers of this proxy statement are cautioned not to place undue reliance on the Company projections in this section. No representation is made by the Company, Parent, Janney or any other person to any Company stockholder or anyone else regarding, and none of the Company, Parent or Janney assumes any responsibility for, the validity, reasonableness, accuracy or completeness of the Company projections in this section. The inclusion of the summary of the Company

projections in this section should not be regarded as an indication that the Company, Janney or any other recipient of this information considered, or now considers, the Company projections in this section to be material or to be a reliable prediction of actual future results.

The summary of the Company projections in this section covers multiple years and this information by its nature becomes subject to greater uncertainty with each successive year. The Company projections in this section should be evaluated, if at all, in conjunction with the historical financial statements and other information contained in this proxy statement and the Company’s public filings with the SEC incorporated by reference herein.

The Company projections in this section reflect various assumptions and estimates that Company management made in good faith for illustrative purposes at the time that the Company projections in this section were prepared, all of which are difficult to predict and many of which are beyond the control of the Company, Parent or the Surviving Corporation, including economic, competitive, regulatory and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industry in which Parent and the Company operate and the risks and uncertainties described in the “Cautionary Statement Regarding Forward-Looking Statements” section.

The Company uses certain financial measures in the Company projections that are not in accordance with GAAP as supplemental measures to evaluate operational performance. While the Company believes that non-GAAP financial measures provide useful supplemental information, there are limitations associated with the use of non-GAAP financial measures. Non-GAAP financial measures are not prepared in accordance with GAAP, are not reported by all of the Company’s competitors and may not be directly comparable to similarly titled measures of the Company’s competitors. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP. Financial measures included in forecasts (including the Company projections) provided to a board of directors or financial advisor in connection with a business combination or asset acquisition transaction are excluded from the definition of “non-GAAP financial measures” under the rules of the SEC, and therefore the Company projections are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not provided to or relied upon by the Board or Janney in connection with the Merger. Accordingly, no reconciliation of the financial measures included in the Company projections is provided in this proxy statement.

Company management prepared certain non-public unaudited financial projections for the Company as a stand-alone company, without giving effect to the Merger, for the fiscal years ending December 31, 2024 through December 31, 2025 (the “June 2024 Projections”), which were discussed with the Board at its meeting held on June 18, 2024. The June 2024 Projections were provided by Company management to Parent in connection with its consideration of the potential strategic transaction.

In addition, in connection with the Company’s ongoing evaluation of the proposed transaction, in September 2024 Company management prepared a set of projections updating the June 2024 Projections (the “September 2024 Projections”) to reflect (i) the actual results for the second quarter of 2024 and (ii) updated projections for the fiscal years ending December 31, 2024 through December 31, 2029, which updated projections took into account certain adjustments relating to, among other things, (a) changes in the federal funds interest rate, (b) lower average 90 day active accounts and spend volume in Vibe, (c) lower T-Mobile Money average deposits, spend and number of average 90 day active accounts and (d) a one-time NextGen implementation cost in the second quarter of 2024. The September 2024 Projections were relied upon by the Board in reaching its determination on October 24, 2024 to adopt, approve and declare advisable the Merger Agreement and the transactions contemplated thereby and to recommend that the Company stockholders vote to adopt the Merger Agreement, and were the only projections prepared by Company management that were approved by the Company for use by Janney in connection with rendering its oral opinion delivered to the Board, which was subsequently confirmed by delivery of a written opinion dated as of October 24, 2024, and performing its financial analysis in connection therewith, as summarized in the section of this proxy statement entitled “— Opinion of the Company’s Financial Advisor”. The September 2024 Projections were not made available to Parent.

The June 2024 Projections and the September 2024 Projections are collectively referred to as the “Company projections”.

The following table sets forth a summary of the Company projections. The summary of the Company projections is not included in this proxy statement to induce any Company stockholder to vote in favor of approving the Merger Agreement Proposal or approving any other proposals to be voted on at the Special Meeting.

June 2024 Projections

September 2024 Projections

____________

(1)      “Adjusted EBITDA” is, for each applicable year, net income (loss) plus each of the following: (i) loss (gain) on fair value of warrant liability, (ii) depreciation and amortization, (iii) share based compensation expenses, (iv) interest, (v) taxes, (vi) merger and acquisition related expenses, (vii) non-recurring restructuring charges and (viii) non-cash impairment changes.

(2)      “Adjusted EBITDA” is, for each applicable year, net income (loss) plus each of the following: (i) loss (gain) on fair value of warrant liability, (ii) depreciation and amortization, (iii) share based compensation expenses, (iv) interest, (v) taxes, (vi) merger and acquisition related expenses, (vii) non-recurring restructuring charges, (viii) non-cash impairment changes, and (ix) NextGen implementation costs.

Opinion of the Company’s Financial Advisor

Janney was retained by the Company to render a financial opinion in connection with a potential sale of the Company. The Company selected Janney based on Janney’s experience in transactions similar to the Merger, qualifications, expertise and reputation and its knowledge of the Company and its business and the industries in which the Company conducts its business. The Board requested that Janney evaluate the fairness, from a financial point of view, of the Merger Consideration to be received by the Company stockholders pursuant to the Merger Agreement.

Janney is acting as financial advisor to the Board in connection with the Merger. Janney is a registered broker-dealer providing investment banking services with substantial expertise in transactions similar to the Merger. As part of its investment banking activities, Janney is regularly engaged in the valuation of businesses and securities in connection with mergers, acquisitions, underwritings, private placements and valuations for estate, corporate and other purposes.

On October 24, 2024, Janney rendered its oral opinion, which was subsequently confirmed in writing, to the Board that, as of such date and subject to the assumptions made, matters considered and limitations of the review undertaken by Janney, the Merger Consideration to be received by the Company stockholders pursuant to the Merger Agreement was fair, from a financial point of view, to the Company stockholders.

The full text of Janney’s written opinion dated October 24, 2024, which sets forth the assumptions made, matters considered and limitations of the review undertaken, is attached as Annex C to this proxy statement and is incorporated herein by reference. You are urged to, and should, read this opinion carefully and in its entirety in connection with this proxy statement. The summary of Janney’s opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of the opinion. Janney’s opinion speaks only as of the date of the opinion and does not reflect any developments that may have occurred, or may occur, after the date of its opinion and prior to the completion of the Merger.

No limitations were imposed by the Company on the scope of Janney’s investigation or the procedures to be followed by Janney in rendering its opinion. Janney was not requested to, and did not, make any recommendation to the Board as to the form or amount of the consideration to be paid to the Company stockholders, which was determined through arm’s length negotiations between the parties. In arriving at its opinion, Janney did not ascribe a specific range of values to the Company. Janney’s opinion is based on the financial and comparative analyses described below.

In connection with its opinion, Janney, among other things:

(i)     reviewed the historical financial performance, current financial position and general prospects of the Company and reviewed certain internal financial analyses prepared by the management team of the Company;

(ii)    reviewed the Merger Agreement;

(iii)   reviewed and analyzed the stock performance and trading history of the Company;

(iv)   studied and analyzed the financial and operating data of the Company;

(v)    considered the financial terms of the Merger as compared with the financial terms of comparable transactions and acquisitions in relevant sectors;

(vi)   considered the financial terms of the Merger as compared with certain financial and market information for similar companies for which information is publicly available;

(vii)  met and communicated with certain members of the Company to discuss their operations, historical financial statements and future prospects; and

(viii) conducted such other analyses and considered such other factors as Janney deemed appropriate.

Janney’s opinion was given in reliance on information and representations made or given by the Company and its officers, directors, auditors, counsel and other agents, and on filings, releases and other information issued by the Company including financial statements, financial projections, and stock price data as well as certain information from recognized independent sources. Janney did not independently verify the information concerning the Company nor any other data Janney considered in its review and, for purposes of its opinion, Janney assumed and relied upon the accuracy and completeness of all such information and data. Janney assumed that all forecasts and projections provided to it had been reasonably prepared and reflected the best currently available estimates and good faith judgments of the respective management team of the Company as to their most likely future financial performance. Janney expressed no opinion as to any financial projections or the assumptions on which they were based. Additionally, Janney assumed that the Merger is, in all respects, lawful under applicable law.

With respect to anticipated financial and other information relating to the general prospects of the Company, Janney assumed that such information had been reasonably prepared and reflected the best currently available estimates and good faith judgment of the management team of the Company as to their most likely future performance. Janney further relied on the assurances of the management team of the Company that they were not aware of any facts or circumstances that would make any of such information inaccurate or misleading. Janney was not asked to and did not undertake an independent verification of any of such information and Janney did not assume any responsibility or liability for the accuracy or completeness thereof. Janney assumed that all of the representations and warranties contained in the Merger Agreement and all related agreements were true and correct, that each party under the agreements will perform all of the covenants required to be performed by such party under the agreements, and that the conditions precedent in the agreements were not and will not be waived.

Janney’s opinion is based upon information provided to it by the management team of the Company, as well as market, economic, financial and other conditions as they existed and could be evaluated only as of the date of its opinion and accordingly, it speaks to no other period. Janney did not undertake to reaffirm or revise its opinion or otherwise comment on events occurring after the date of its opinion and did not have an obligation to update, revise or reaffirm its opinion. Janney’s opinion does not address the relative merits of the Merger or the other business strategies that the Board has considered or may be considering, nor does it address the underlying business decision of the Board to proceed with the Merger as opposed to any other transaction which may have been available to the Company. Janney’s opinion is for the information of the Board in connection with its evaluation of the Merger and does not constitute a recommendation to the Board in connection with the Merger or a recommendation to any Company stockholder as to how such stockholder should vote or act with respect to the Merger.

In connection with rendering its opinion, Janney performed a variety of financial analyses that are summarized below. This summary does not purport to be a complete description of such analyses. Janney believes that its analyses and the summary set forth herein must be considered as a whole and that selecting portions of such analyses and the factors considered therein, without considering all factors and analyses, could create an incomplete view of the analyses and processes underlying its opinion. The preparation of a fairness opinion is a complex process involving subjective judgments and is not necessarily susceptible to partial analysis or summary description. In arriving at its opinion, Janney considered the results of all of its analyses as a whole and did not attribute any particular weight to any analyses or factors considered by it. The range of valuations resulting from any particular analysis described below should not be taken to be Janney’s view of the actual value of the Company.

In its analyses, Janney made numerous assumptions with respect to industry performance, business and economic conditions, and other matters, many of which are beyond the control of the Company. Any estimates contained in Janney’s analyses are not necessarily indicative of actual future values or results, which may be significantly more or less favorable than suggested by such estimates. Estimates of values of companies do not purport to be appraisals or necessarily reflect the actual prices at which companies or their securities actually may be sold. No company or transaction utilized in Janney’s analyses was identical to the Company or the Merger. Accordingly, an analysis of the results described below is not mathematical; rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other facts that could affect the public trading value of the companies to which they are being compared. None of the analyses performed by Janney was assigned a greater significance by Janney than any other, nor does the order of analyses described represent relative importance or weight given to those analyses by Janney. The analyses described below do not purport to be indicative of actual future results, or to reflect the prices at which the Company common stock may trade in the public markets, which may vary depending upon various factors, including changes in interest rates, dividend rates, market conditions, economic conditions and other factors that influence the price of securities.

In accordance with customary investment banking practice, Janney employed generally accepted valuation methods in reaching its opinion. The following is a summary of the material financial analyses that Janney used in providing its opinion on October 24, 2024. Some of the summaries of financial analyses are presented in tabular format. In order to understand the financial analyses used by Janney more fully, you should read the tables together with the text of each summary. The tables alone do not constitute a complete description of Janney’s financial analyses, including the methodologies and assumptions underlying the analyses, and if viewed in isolation could create a misleading or incomplete view of the financial analyses performed by Janney. The summary data set forth below do not represent and should not be viewed by anyone as constituting conclusions reached by Janney with respect to any of the analyses performed by it in connection with its opinion. Rather, Janney made its determination as to the fairness to the Company stockholders of the Merger Consideration, from a financial point of view, on the basis of its experience and professional judgment after considering the results of all of the analyses performed. Accordingly, the data included in the summary tables and the corresponding imputed ranges of value for the Company should be considered as a whole and in the context of the full narrative description of all of the financial analyses set forth in the following pages, including the assumptions underlying these analyses. Considering the data included in the summary table without considering the full narrative description of all of the financial analyses, including the assumptions underlying these analyses, could create a misleading or incomplete view of the financial analyses performed by Janney.

In connection with rendering its opinion and based upon the terms of the Merger Agreement reviewed by it, Janney assumed the effective aggregate indicated Merger Consideration to be $54.0 million in enterprise value and $66.6 million in equity value. For purposes of its analysis, Janney considered the Company’s financials as of June 30, 2024. For the purposes of reflecting trailing Adjusted EBITDA and earnings multiples for the Company below, Janney calculated Adjusted EBITDA and earnings numbers, reversing the impact of transaction related expenses and other non-recurring expenses. The transaction pricing multiples and ratios for the Merger Consideration relative to June 30, 2024 financials (the Company’s most recent financial data) and forward projections for 2024 and 2025 are set forth in Table 1 below.

Comparison of Selected Companies.    Janney reviewed and, as reflected in Table 1 below, compared the multiples and ratios of the offer price to the Company’s last 12 months, 2024 expected and 2025 expected revenue, Adjusted EBITDA and earnings (such multiples referred to herein as the “pricing multiples”), with the median pricing multiples for the current trading prices of the common stock of both a peer group of selected public financial technology companies and payment processors (Flywire Corp., Green Dot Corporation, Paysign, Inc., Dave Inc., Pagaya Technologies Ltd., Payoneer Global Inc. and Euronet Worldwide Inc.) and a group of depository institutions with non-interest bearing deposits as a percentage of deposits over 60% (CVB Financial Corp., The Bancorp, Inc., Pathward Financial, Inc. and FFB Bancorp).

Table 1

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(1)      Peer metrics are based on prices as of market close on October 22, 2024.

(2)      Adj. EPS is calculated using ((GAAP Net Income + Taxes + Depreciation and Amortization) multiplied by (1 - assumed tax rate of 29.49%))/Fully Diluted Shares.

Analysis of Financial Technology and Payments Transactions.    Janney analyzed certain information relating to recent transactions in the Financial Technology and Payments industries, consisting of seven transactions announced in the United States since January 1, 2016 with disclosed pricing (“Fintech/Payment Transactions”). Janney also looked at seven Bank transactions announced since 2023 with targets headquartered in the United States, assets under $1 billion, and non-interest-bearing deposits greater than 30% (the “Bank Transactions”). Janney then reviewed and compared the pricing multiples of the offer price and the median pricing multiples of the selected transaction values.

Table 2

Fintech/Payments Transactions

Table 3

Bank Transactions

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(1)      Adj. EPS is calculated using ((GAAP Net Income + Taxes + Depreciation and Amortization) multiplied by (1 - assumed tax rate of 29.49%))/Fully Diluted Shares.

Discounted Cash Flow Analysis.    Janney compared the offer price for the Company to the present value of the Company’s projected cash flows (treating stock-based compensation as a cash expense for purposes of this projection). The analysis was based upon management’s projected income statement, capital expenditures and working capital needs and a 17.5% weighted average cost of capital (“WACC”). The valuation included two sensitivity analyses that provided a range for the present value of the Company. The first sensitized the present value using a range of 7.0x to 9.0x for the Terminal Adjusted EBITDA multiple and a range of 16.5% to 18.5% for the WACC, resulting in an implied equity value of $53.2 million to $65.5 million. The second sensitized the present value using a range of 3.0% to 5.0% for the perpetuity growth rate and a range of 16.5% to 18.5% for the WACC, resulting in an implied equity value of $33.5 million to $39.2 million. This analysis does not purport to be indicative of actual future results and does not purport to reflect the prices at which shares of Company common stock may or would trade in the public markets. A discounted cash flow analysis was included because it is a widely used valuation methodology, but the results of such methodology are highly dependent upon the numerous assumptions that must be made, including Adjusted EBITDA, capital expenditures, working capital needs and the appropriate discount rate.

As described above, Janney’s opinion was just one of the many factors taken into consideration by the Board in making its determination to approve the Merger.

Other Relevant Factors

In addition to the valuation methodologies noted above, Janney prepared an analysis of premiums paid for publicly disclosed transactions announced during or after October 2019. The analysis reviewed premiums paid for the full population of disclosed deals as well as transactions disclosed in the Financial Services and Financial Technology sector. Janney then reviewed and compared the premiums of the offer price and the median premiums paid of the selected transactions in Table 4 below.

Table 4