Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
May 17 2022 - 6:03AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): May 16, 2022
BM
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-38633 |
|
82-3410369 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
201
King of Prussia Road, Suite 350
Wayne,
PA 19087
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (877) 327-9515
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☒ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock |
|
BMTX |
|
NYSE
American LLC |
Warrants
to purchase Common Stock |
|
BMTX.W |
|
NYSE
American LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
2.02 Results of Operations and Financial Condition.
On May 16, 2022, BM Technologies, Inc. (the “Company”)
issued a press release announcing its preliminary financial results for the quarter ended March 31, 2022. The press release is furnished
herewith as Exhibit 99.1 and incorporated by reference herein.
The
foregoing (including the information presented in Exhibit 99.1) is being furnished pursuant to Item 2.02 and will not be deemed to be
filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor will it be deemed
to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
BM
Technologies, Inc. |
|
|
Dated:
May 16, 2022 |
By: |
/s/
Luvleen Sidhu |
|
|
Luvleen
Sidhu |
|
|
Chief
Executive Officer |
2
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