SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, For the transition period from Commission file BM Technologies, Inc. (Exact name of registrant as specified in its charter) (I.R.S. Employer Identification Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Indicate by check mark whether the 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 No CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This report, including, without limitation, statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results of b. We are a Customers Bank. On August 6, 2020, the Company entered into an Agreement and Plan of Merger, On January 4, 2021, BankMobile became an independent company after the completion of a divestiture transaction and was rebranded BM Technologies, Inc. reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the The Accounts receivable, net, respectively. At December 31, 2022 and December 31, 2021, a BaaS partner accounted for 60% and 13% of our total Accounts receivable, net, respectively. At December 31, 2022 and December 31, 2021, MasterCard accounted for 10% and 17% of our total INDEX TO CONSOLIDATED FINANCIAL STATEMENTS To the BM Technologies, Inc. Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our We conducted our Our /s/ We CONSOLIDATED BALANCE SHEETS CONSOLIDATED STATEMENTS OF CONSOLIDATED STATEMENTS OF CHANGES IN CONSOLIDATED STATEMENTS OF CASH FLOWS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS On January 4, 2021, periods presented. The preparation of in equity. In assessing the for BMTX’s operating leases at December 31, 2022 and 2021: Consolidated Statements of Income (Loss) – with the opposite when our stock price declines. Accordingly, the periodic revaluation of the private warrants could result in significant volatility in our reported earnings. 2023 Deposit Servicing Agreement) to be provided by an FDIC insured financial institution. The March 31, 2020 (unaudited) administration of a 401(k) plan for the benefit of Company employees. Effective April 9, 2021, the Customers Bank 401(k) plan became a multi-employer plan, as defined by the U.S. Department of Labor in accordance with the Employee Retirement Income Security Act of 1974, covering both the full-time employees of Customers Bank and the Company. The . As Reported Restatement Adjustments As Restated As Reported Restatement Adjustments As Restated As Reported Restatement Adjustments As Restated As Reported Restatement Adjustments As Restated On January 4, 2021, the Company Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.20202022☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934___________________ to ___________________number:number 001-38633Delaware 82-3410369 (State or other jurisdiction of Number)19087 535 5th Ave, 29th FloorNew York, NY 1001722066(Address of principal executive offices)Principal Executive Offices)(Zip Code) Registrant’sRegistrant's telephone number, including area code: (212) 235-0430codeTitle of Each Class:each classTrading Symbol(s) Name of Each Exchangeeach exchange on Which Registered:which registeredClass A Common Stock par value $0.0001 per shareBMTX The New York Stock ExchangeNYSE American LLCWarrants, to purchaseeach whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share.BMTX-WT The New York Stock ExchangeUnits, each consisting of one share of Class A Common Stock and one WarrantThe New York Stock ExchangeNYSE American LLCSectionsection 12(g) of the Act: None Exchange registrantregistrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),; and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐company or an emerging growth company. See definitionthe definitions of “large accelerated filer,” “accelerated filer,filer” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.Large accelerated filer ☐ Accelerated filer Accelerated filer☐☐Non-accelerated filer ☒ ☒Smaller reporting company ☒ Emerging growth company ☒☒ Exchange Act). Yes ☐ No ☒AsThe aggregate market value of voting stock held by non-affiliates of the Registrant on June 30, 2020,2022, the last day of the registrant’s most recently completed second fiscal quarter, was approximately $51 million. This value is based on the aggregate market valueclosing price of $5.89 for shares of the Registrant’s Class A common stock outstanding, otheras reported by the New York Stock Exchange. Shares of common stock beneficially owned by each executive officer, director, and holder of more than shares held by10% of our common stock have been excluded in that such persons who may be deemed affiliatesto be affiliates. This determination of theaffiliate status is not necessarily a conclusive determination for other purposes.computed by reference to the closing sales price for the Class A common stock on such date, was approximately $35.0 million.As of March 29, 2021, there were 12,200,378had 11,861,510 shares of Common Stock,common stock, par value $0.0001 per share, issued and outstanding.Documents Incorporated By Reference – None.EXPLANATORY NOTEOn January 4, 2021 (the “Closing Date”), subsequentSpecified portions of the registrant’s definitive proxy statement relating to the endregistrant’s 2023 Annual Meeting of the fiscal year endedStockholders (the “2023 Proxy Statement”), which is to be filed within 120 days after December 31, 2020, the fiscal year to which2022, are incorporated by reference into Part III of this Annual Report on Form 10-K/A relates, BM Technologies Inc. (f/k/a Megalith Financial Acquisition Corp.), a Delaware corporation (the “Company”), consummated its previously announced business combination (as defined below), pursuant to which the Company acquired BankMobile Technologies, Inc. (“BankMobile”) (such acquisition is referred to as the “business combination”). In connection with the closing10-K.the business combination (the “Closing”), pursuant to the Agreement and PlanContentsMerger (the “Merger Agreement”) between the Company, MFAC Merger Sub, Inc., a Pennsylvania corporation and wholly-owned subsidiaryContentsCautionary Note Regarding Forward-looking Statements Page Item 16. Form 10-K Summary the Company (“Merger Sub”), BankMobile, Customers Bank and Customers Bancorp Inc., Merger Sub merged with BankMobile, with the Merger Sub surviving the merger as a wholly-owned subsidiary of the Company named BMTX, Inc., and in connection therewith the Company changed its name to BM Technologies, Inc. (the “Merger”). BM Technologies, Inc. is filing this Amendment No.1 to Form 10-K (this “Amendment” or “Form 10-K/A”) for the year ended December 31, 2020 originally filed with the Securities and Exchange Commission (“SEC”) on March 31, 2021 by the Company (the “Original Filing”). This Amendment restates the Company’s previously issued consolidated financial statements and related footnote disclosures as of and for the years ended December 31, 2020 and 2019 and the interim periods ended March 31, 2019, June 30, 2019, September 30, 2019, March 31, 2020, June 30, 2020, and September 30, 2020. See Note 9, Restatement of Previously Issued Consolidated Financial Statements, in Item 15, Exhibits, Financial Statements and Financial Statement Schedules, for additional information.Background of RestatementOn April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused in part on provisions in warrant agreements that provide for settlement of cash in a tender offer that is different than the underlying stock and the potential changes to the settlement amounts dependent upon the characteristics of the warrant holder, and because the holder of a warrant is not an input into the pricing of a fixed-for-fixed option on equity shares, such provisions would preclude the warrant from being classified in equity and thus the warrant should be classified as a liability. As a result of the SEC Statement, the Company reevaluated the accounting treatment of the Public Warrants and the Private Placement Warrants (collectively, the “Warrants”) issued in connection with the Company’s initial public offering.On June 4, 2021, the Audit Committee, after consultation with the Company’s management team, concluded that the Company’s previously issued audited financial statements as of December 31, 2020 and December 31, 2019 (the “Relevant Periods”), which were included in the Company’s Original 10-K should no longer be relied upon because the Company accounted for its outstanding warrants issued in connection with the Company’s initial public offering as components of equity instead of liabilities. The Company re-evaluated its accounting for its public and private placement warrants issued in connection with its initial public offering and concluded that the Warrants should be treated as derivative liabilities pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging - Contract in Entity’s Own Equity (“ASC 815-40”) rather than as equity. Based on this, the original filing must be amended to classify the warrants as liabilities measured at fair value upon issuance, with any subsequent changes in fair value reported in our Statement of Operations each reporting period.As all material restatement information will be included in this Report, we do not intend to separately amend Megalith Financial Acquisition Corp.’s (“Megalith”) Annual Reports on Form 10-K for the years ended December 31, 2019 and 2018, or any of Megalith’s previously filed Quarterly Reports on Form 10-Q. Accordingly, investors and others should rely on the financial information and other disclosures regarding the periods described above in this Report and in future filings with the SEC (as applicable) and should not rely on any previously issued or filed reports, press releases, corporate presentations or similar communications relating to the Relevant Period.iInternal Control ConsiderationsIn connection with the restatement, management has re-evaluated the effectiveness of Megalith’s disclosure controls and procedures and internal control over financial reporting as of December 31, 2020 and 2019. As a result of that assessment and in light of the SEC Statement, management has concluded that Megalith’s disclosure controls and procedures and internal controls over financial reporting were not effective as of December 31, 2020, due to material weakness in Megalith’s internal control over financial reporting related to accounting for warrants. For a discussion of management’s consideration of Megalith’s disclosure controls and procedures, internal controls over financial reporting, and the material weaknesses identified, see Part II, Item 9A, “Controls and Procedures” of this Report.Items AmendedPart I, Item 1A. Risk Factors is amended to add certain additional risks factors associated with the reclassification of warrants as a liability. In addition, each of the following items are amended and restated in their entirety in this Report: (i) Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations; (ii) Part II, Item 8. Financial Statements and Supplementary Data (found in the F-Pages of this filing); (iii) Part II, Item 9A. Controls and Procedures; and (iv) Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.Except for the foregoing amended and/or restated information required to reflect the effects of the restatement of the financial statements for the Relevant Period, and applicable cross-references within this report and the certifications of management attached as exhibits hereto, this Amendment does not amend, update, or change any other items or disclosures contained in the Original Filing. This report continues to describe conditions as of the date of the Original Filing, and the disclosures herein have not been updated to reflect events, results or developments that have occurred after the date of the original Filing, or to modify or update those disclosures affected by subsequent events, including the closing of the Business Combination. Accordingly, forward looking statements included in this report represent management’s views as of the date of the Original Filing and should not be assumed to be accurate as of any date thereafter. This Amendment should be read in conjunction with the Original Filing and our filings made with the SEC subsequent to the Original Filing date.iiOperations,”Operations”, includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 or the Exchange Act. These forward-looking(the “Exchange Act”). Forward-looking statements generally, but not always, can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,”“believes”, “estimates”, “anticipates”, “expects”, “intends”, “plans”, “may”, “will”, “potential”, “projects”, “predicts”, “continue”, or “should,”“should”, or, in each case, their negative or other variations or comparable terminology. These forward-looking statements reflect our current views with respect to, among other things, statements relating to the Company’s assets, business, cash flows, condition (financial or otherwise), credit quality, financial performance, liquidity, short and long-term performance goals, prospects, results of operations, strategic initiatives, the benefits, cost, and synergies of completed acquisitions or dispositions, and the timing, benefits, costs, and synergies of future acquisitions, dispositions, and other growth opportunities. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our ability to consummate any acquisition or other business combination and any other statements that are not statements of current or historical facts. These statements are based on management’s current expectations, but actual results may differ materially due to various factors, including, but not limited to:factors.●the benefits of our initial business combination;●our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;●the future financial performance of the combined company following the business combination;●failure to maintain the listing on, or the delisting of our securities from, NYSE American or an inability to have our securities listed on NYSE American or another national securities exchange following our initial business combination;●our public securities’ potential liquidity and trading;●the lack of a market for our securities;●our growth plans and opportunities; and●our financial performance.The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control), and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertaintiesthe heading “Risk Factors.”Factors” may not be exhaustive. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws. These risks and others described under “Risk Factors” may not be exhaustive.By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition, and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this report. In addition, even if our results or operations, financial condition, and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this report, those results or developments may not be indicative of results or developments in subsequent periods.iiiPART IItem 1A.Risk FactorsThe disclosure in Item 1A. Risk Factors in the Original Filing is hereby amended to add the following risk factors. As used in this Item 1A. Risk Factors, “we” and “our” shall mean Megalith or Megalith’s management, as the context may require, if relating to a statement made prior to the Business Combination. If a statement is made in regards to any time after the Business Combination, “we” and “our” shall refer to the Company (as successor registrant to Megalith) or the Company’s management. Any material weakness described herein with respect to a Relevant Period means the material weakness of Megalith. Except for the additional risk factors below, this Amendment does not amend, update or change any other items or disclosures contained in Item 1A. Risk Factors in the Original Filing. This Amendment should be read in conjunction with the Original Filing. Risk Related to our Common Stock and WarrantsOur warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.On April 12, 2021, the SEC Staff issued a statement (the “Statement”) discussing the accounting implications of certain terms that are common in warrants issued by special purpose acquisition companies (“SPACs”). In light of the Statement and guidance in ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity,” the Company’s management evaluated the terms of the Warrant Agreement entered into in connection with the Company’s initial public offering and concluded that the Company’s Warrant include provisions that, based on the Statement, preclude the Warrants from being classified as components of equity. As a result of the Statement, the Company has re-evaluated the accounting treatment of its 15,000,000 warrants issued in connection with Megalith’s IPO (the “Public Warrants”) and 6,945,778 private placement warrants (the “private Warrants”, and together, the “Warrants”), and determined the Warrants should be classified as derivative liabilities. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period.As a result, included on our balance sheets as of December 31, 2020 and 2019, contained in the F-pages at the end of this report, are derivative liabilities related to embedded features contained within our Warrants. ASC 815 provides for the recurring fair value measurement, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statement of operations. The result of this recurring fair value measurement will appear on our financial statements and our results of operations may fluctuate quarterly based on factors which are outside our control. We expect that we will recognize non-cash gains or losses due to the quarterly fair valuation of our Warrants and that such gains or losses could be material.We have identified a material weakness in our internal control over financial reporting as of December 31, 2020 and December 31, 2019. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses identified in those controls.Following the issuance of the SEC Statement, on April 12, 2021, after consultation with our independent registered public accounting firm, our management and our audit committee concluded that, in light of the SEC Statement, it was appropriate to restate our previously issued audited financial statements as of and for the years ended December 31, 2020 and December 31, 2019. See “—Our warrants are accounted for as liabilities and the changes in value of our Warrants could have a material effect on our financial results.” As part of such process, we identified a material weakness in our internal controls over financial reporting.A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected and corrected on a timely basis. Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.We may face litigation and other risks as a result of the material weakness in our internal control over financial reporting.As a result of the restatement and material weakness in our internal control over financial reporting described above, the error in accounting for the warrants in light of the SEC Statement, and other matters raised or that may in the future be raised by the SEC, we face potential for litigation, inquiries from the SEC and other regulatory bodies, other disputes or proceedings which may include, among others, monetary judgments, penalties or other sanctions, claims invoking the federal and state securities laws and contractual claims. As of the date of this Amendment, we have no knowledge of any such litigation, inquiries, dispute or proceedings. However, we can provide no assurance that such litigation, inquiries, disputes or proceedings will not arise in the future. Any such litigation, inquiries, disputes or proceedings, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition or our ability to complete our initial business combination.Warrants that are accounted for as liabilities will be recorded at fair value each reporting period and may have an adverse impact on operating results, and therefore an adverse effect on the market price of our common stock.The Warrants issued in accordance with our initial public offering are accounted for using the guidance contained in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging - Contract in Entity’s Own Equity (ASC 815-40). This guidance provides explanation as to why these Warrants do not meet the requirement to be accounted for as equity-classified instruments and, therefore, must be recorded as a liability. Accordingly, we will classify each warrant as a liability at its fair value, with adjustments to fair value remeasured and recorded in the statement of operations, and therefore our reported earnings, each reporting period. The impact of changes in fair value on earnings may have an adverse effect on the market price of our common stock.PART IIItem 7.Management’s Discussion and Analysis of Financial Condition and Results of OperationsThis discussion of the Company’s financial condition and results of operation should be read in conjunction with Megalith’s audited financial statements and the notes related thereto which are included in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K/A. References in this discussionreport to “the Company,” “BMTX,” “we,” “us” or the “Company”“us,” and “our” refer to Megalith Financial Acquisition Corp.BM Technologies, Inc., a Delaware corporation. References to our “management” or our “management team” refer to our officers and directors,directors.referencesrefer to the “sponsor” refermore detailed descriptions of the risk factors in Item 1A, “Risk Factors.”MFA Investor Holdings LLC. This discussion contains forward-looking statements reflectingour Business and Industryexpectations, estimatespartner bank, to a new partner bank;assumptions concerning eventsproduct portfolio;financial trends that may affectunpredictability of our future operating resultssales cycle;position. Actual resultsaid;timingvalidity of events may differ materially from those contained in these forward-looking statements dueour authorized shares of Common Stock;aredeem unexpired warrants; andfactors,shares eligible for future resale and dilution to stockholders.those discussed inCustomers Bank, which is a related party of the sections entitled “Risk Factors”Company; and “Forward-Looking Statements” appearing elsewhere in this Annual Report onoriginal filing Form 10-KFamily Educational Rights and in this form 10-K/A.Privacy Act (“FERPA”) and Gramm-Leach-Bliley Act (“GLBA”).RestatementAdequacy of Previously Issued Financial Statementsinsurance;This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” has been amended and restated in connection with the restatementThe limited experience of our financial statements for the Relevant Period, as describedmanagement team in Note 1managing a public company; and Note 9 to our financial statements entitled “RestatementPreviously Issued Financial Statements.” Further detail regarding the restatement can be found in the “Explanatory Note” and “Item 9A. Internal Controls and Procedures.”ContentsOverviewblank checkfinancial technology (“fintech”) company that facilitates deposits and banking services between a customer and our partner bank, Customers Bank, which is a related party and is a Federal Deposit Insurance Corporation (“FDIC”) insured bank. 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 Banking-as-a-Service (“BaaS”) partners’ and University partners’ existing customer bases to achieve high volume, low-cost customer acquisition in our Higher Education Disbursement, BaaS, and niche Direct to Consumer (“D2C") banking businesses.Delaware corporation in November 2017 and formed for the purposewholly-owned subsidiary of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this report as our initial business combination.On August 28, 2018, the Company consummated its IPO of 15,000,000 units (the “Initial Units”). Each Unit consists of one share of Class A common stock of the Company, $0.0001 par value per share (“Class A Common Stock”), and one warrant of the Company (“Public Warrant”), with each warrant entitling the holder to purchase one share of Class A Common Stock at $11.50 per share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $150,000,000. The Company granted the underwriters in the IPO a 45-day option to purchase up to 2,250,000 additional Units to cover over-allotments, if any (the “Over-Allotment Units”). On September 21, 2018, the underwriters exercised the option in part and purchased an aggregate of 1,928,889 Over-Allotment Units, which were sold at an offering price of $10.00 per Unit, generating gross proceeds of $19,288,890. Simultaneously with the consummation of the IPO, the Company consummated the private placement (“Private Placement”) of an aggregate of 6,560,000 warrants (“Placement Warrants”) at a price of $1.00 per Placement Warrant, generating total proceeds of $6,560,000. On September 21, 2018, in connection with the sale of Over-Allotment Units, the Company consummated a private sale of an additional 385,778 Private Placement Warrants to the Sponsor, generating gross proceeds of $385,778.A total of $170,981,779, (or $10.10 per Unit) comprised of $164,036,001 of the proceeds from the IPO (including the Over-Allotment Units) and $6,945,778 of the proceeds of the sale of the Private Placement Warrants, was placed in a U.S.-based trust account, maintained by Continental Stock Transfer & Trust Company, acting as trustee.Our Units began trading on August 24, 2018 on the NYSE under the symbol MFAC.U. Commencing on September 21, 2018, the securities comprising the units began separate trading. The units, common stock, and warrants are trading on the NYSE under the symbols “MFAC.U,” “MFAC” and “MFAC.W,” respectively.On May 26, 2020, our stockholders voted to amend the Investment Management Trust Agreement with Continental Stock Transfer & Trust Company (the “Transfer Agent”) to extend the date on which we would have to complete an initial business combination to August 28, 2020 (or November 30, 2020 if the Company had executed a definitive agreement for an initial business combination by August 28, 2020). In connection with the stockholder vote, stockholders redeemed 13,733,885 of the shares of our Class A common stock, leaving approximately $33,167,514 in our Trust Account.(as amended, the “Merger Agreement”), by and among Megalith Financial Acquisition Corporation, a special purpose acquisition company (“Megalith”), incorporated in Delaware in November 2017, MFAC Merger Sub Inc., a Pennsylvania corporation and (“Merger Sub”) a wholly-owned subsidiary of Megalith, BankMobile Technologies, Inc., a Pennsylvania corporation (“BankMobile”) and Customers Bank, a Pennsylvania state chartered bank and the sole stockholder of BankMobile. The Merger Agreement was subsequently amended on November 2, 2020 and December 8, 2020 by the parties and Customers Bancorp, Inc., a Pennsylvania corporation.Subsequent EventsconsummatedStatusbusiness combination (as defined below), pursuantSecurities Act, as modified by the JOBS Act. As such, we are eligible to which the Company acquired BankMobile (the acquisition is referredtake advantage of certain exemptions from various reporting requirements that are applicable to herein as the “business combination”). In connectionother public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the closingindependent registered public accounting firm attestation requirements of Section 404 of the business combination (the “Closing”), pursuant toSarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the Merger Agreement, Merger Sub merged withrequirements of holding a non-binding advisory vote on executive compensation and into BankMobile, with Merger Sub surviving the mergerstockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a direct, wholly-owned subsidiaryresult, there may be a less active trading market for our securities and the prices of our securities may be more volatile.Company, andJOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in connection therewithSection 7(a)(2)(B) of the Company changed its name from Megalith Financial Acquisition CorporationSecurities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to BM Technologies, Inc. (the “Merger”).In connection withprivate companies. We intend to take advantage of the business combination, 500 sharesbenefits of this extended transition period.were redeemed atthat is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.per share pricelarger demographic with more remote employees working outside of approximately $10.42. Uponour physical locations and throughout the Closing, thecountry. None of these employees are covered by a collective bargaining agreement. The Company had 12,200,378 sharesprovides its employees with comprehensive benefits, some of common stock outstanding.Further information regarding the business combinationwhich are provided on a contributory basis, including medical and the Companydental plans, a 401(k) savings plan with a company match component, and short-term and long-term disability coverage. Additional benefits offered include paid time off, life insurance, and employee assistance. The Company's compensation package is set forthdesigned to maintain market competitive total rewards programs for all employees in (i) the Company’s definitive proxy statement filedorder to attract and retain superior talent.December 11, 2020 (the “Proxy Statement”) and (ii) the Company’sForm 10-K, Quarterly Reports on Form 10-Q, Current ReportReports on Form 8-K, and proxy statements, as well as any amendments to those reports. The SEC maintains an Internet website that contains reports, proxy, and information statements and other information regarding issuers that file electronically with the SEC. The SEC’s Internet website is located at http://www.sec.gov. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, and amendments to those reports and statements filed or furnished pursuant to section 13(a) or 15(d) of the Exchange Act are also accessible at no cost on our website after they are electronically filed with the SEC on January 8, 2021.ResultsSEC. Reference to our website does not constitute incorporation by reference of OperationsWe have neither engaged in any operations nor generated any operating revenues through December 31, 2020. Our only activities from inception through December 31, 2020 were organizational activities, efforts relating to the Initial Public Offering, identifying a target company for a Business Combination and the acquisition of BankMobile. We generated non-operating income in the form of interest income on cash marketable securities held in the Trust Account.For the year ended December 31, 2020, we had net (loss) of $(69,224,745) which consists of operating costs of $2,210,594, a (loss)information contained on the change in fair value of Warrant liability of approximately $(68,334,046),website and a provision for income taxes of $297,748, offset by interest income on marketable securities held in the Trust Account of $1,405,514 and other income of $212,129.For the year ended December 31, 2019, we had net income of $4,273,495, which consists of operating costs of $799,387, a gain on the change in fair value of Warrant liability of approximately $1,909,973, and a provision for income taxes of $788,018, offset by interest income on marketable securities held in the Trust Account of $3,950,927.Liquidity and Capital ResourcesThe completion of the Initial Public Offering and simultaneous Private Placement, inclusive of the underwriters’ exercise of their over-allotment option, generated gross proceeds to the Company of $170,981,779. Related transaction costs amounted to $10,521,211, consisting of $3,192,889 of underwriting fees, $6,771,556 of deferred underwriting commissions payable (which are held in the Trust Account) and $556,766 of other costs.As of December 31, 2020, $43,178 of cash was held outside of the Trust Account and was available for working capital purposes, including paying business, legal and accounting due diligence costs on prospective acquisitions and continuing general and administrative expenses.Following the Initial Public Offering and the exercise of the over-allotment option, a total of $170,981,778 was placed in the Trust Account and we had $1,785,062 of cash held outside of the Trust Account, after payment of all costs related to the Initial Public Offering and the exercise of the over-allotment option.Off-balance sheet financing arrangementsAs of December 31, 2020 and 2019, we didshould not have obligations, assets or liabilities which would be considered off-balance sheet arrangements as defined in Item 303(a)(4)(ii). We are not a party to any transaction that creates relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established forpart of this Report.purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.Related PartyThe Company paid an entity affiliatedrisks described below, together with the President a fee of approximately $16,667 per month until the consummation of the Business Combination. A bonus of $78,000 was paid out after the successful completion of the Initial Public Offering.Contractual obligationsAs of December 31, 2020, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than the deferred underwriter commission discussed above, payment to an entity affiliated with the President a fee of approximately $16,667 per month until the consummation of the Business Combination, as well as a bonus of $78,000 which was paid out after the successful completion of the Initial Public Offering, and an agreement to pay the sponsor a monthly fee of $2,000 for office space, utilities and administrative support provided to the Company. We began incurring these fees on August 24, 2018 and continued to incur these fees monthly through October 31, 2020 for the office space and November 15, 2020 for the fee to the entity affiliated with the President.Critical Accounting Policies and EstimatesThe preparation of financial statements and related disclosuresinformation contained in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date ofthis report, including the financial statements, before making a decision to invest in our securities. If any of the following risks occur, our business, financial condition or operating results may be materially and incomeadversely affected. In that event, the trading price of our securities could decline, and expenses duringyou could lose all or part of your investment. In this section, “we,” “us,” and “our,” refers to the periods reported. Actual results could materially differ from those estimates.consolidated Company.Item 8.Financial Statements and Supplementary DataReference is madeRisks Related to pages F-1 through F-41 comprising a portion of this Annual ReportOur Business and IndustryForm 10-K.Item 9A.Controls and Procedures.This disclosure Item 9A Controls and Procedures has hereby been amended from the original filing. References in this disclosure to “we” or “our”key individuals, and the “Company” shall mean Megalithloss of one or more of these key individuals could curtail our growth and Megalith’s management, if the context relatesadversely affect our prospects.a statement made prior to the merger. If the context relates to a statement made after the merger, then “we” or “our” and the “company” shall mean BM Technologies or BM Technologies’ management. Any material weakness described herein with respect to any Relevant Period means the material weakness of Megalith.Disclosure controls and procedures are controlsretain key individuals and other procedures that are designed to ensure that information required to be disclosed inmanagement personnel. Members of our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to ourexecutive management team, including our Chief Executive Officer and(“CEO”), Luvleen Sidhu, our Co-CEO, Rajinder Singh, our President, Jamie Donahue, our Chief Financial Officer, James Dullinger, and our Chief Customer Officer, Warren Taylor, have been integral in building our digital banking platform and developing and growing our Higher Education Disbursement business and BaaS programs. In addition, several members of our executive management team who had been employed by Higher One, Inc. prior to our acquisition of that business, have unique and valuable business experience, relationships, and knowledge of the higher education disbursement business. Although we have entered into employment agreements with certain of these executives, their continued service cannot be assured, and if we lose the services of any of these individuals, they would be difficult to replace, and our business and development could be materially and adversely affected.appropriatea separate entity and a limited history operating independently of Customers Bank, and our management team has limited experience managing us.allow timely decisions regarding required disclosure.It is understood thatreview and consider in evaluating our controlsresults of operations, and procedures inherently acceptour prospects. We will be subject to the business risks and uncertainties associated with recently formed entities with limited operating history, including the risk that they cannot provide absolute assurance thatwe will not achieve our strategic plan, which could have a material effect on our business, financial condition, and results of operations.objectives of the disclosure controls and procedures are met. Due to this we must conclude that not all errors or instances of fraud may be prevented, and that no evaluation of the controls and procedures can provide absolute assurance that we have detected all of our controls’ deficiencies or instances of fraud. Instead, the design of the controls must reflect that there are resource constraints, and the benefits of these controls and procedures should be considered relative to the cost of these controls and procedures. Furthermore, the design of the controls and procedurestechnology industry is based partly on certain assumptions about the likelihood of future events,intense and there can be no assurance that any designwe will succeed in achieving its stated goals under all potential future conditions.Evaluationbe able to hire or retain a sufficient number of Disclosure Controlsqualified personnel to meet our requirements, or that we will be able to do so at salary, benefit and ProceduresUnderother compensation costs that are acceptable. A loss of a substantial number of qualified employees, or an inability to attract, retain, and motivate additional highly skilled employees required for the supervision and with the participationexpansion of our management,business, could have a material adverse effect on our business and growth prospects.our Chief Executive OfficerTouchNet, and our Chief Financial Officer (together,ability to implement and grow our BaaS and D2C banking businesses, including the “Certifying Officers”),growth of T-Mobile MONEY. The market for these services has only recently developed and our viability and profitability is therefore unproven. Our business will be materially and adversely affected if we carried outare unable to develop and market products and services that achieve and maintain market acceptance.evaluationinability to continue to attract new clients could have a material adverse effect on our business, financial condition, and results of the effectiveness of the designoperations.operationmaintaining current ones critical to our business, they are also essential components of our disclosure controlsstrategy for maximizing student usage of our products and proceduresservices and attracting new student customers as definedwell as our graduate strategy. A reduction in Rules 13a-15(e)enrollment, a failure to attract and 15d-15(e) undermaintain student customers, as well as any future demographic trends that reduce the Exchange Act. Based on the foregoing,number of higher education students, could materially and adversely affect our Certifying Officers concluded that our disclosure controlscapability for both revenue and procedures were not effective as of the end of the period covered by this report solely related to the accounting for warrants.Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Certifying Officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.Subsequently,cash generation and, as a result, could have a material adverse effect on our business, financial condition, and results of operations.weaknessBaaS partner.as described in this amended filing, management has concluded thatwhich could impact the preparation and quality of our financial statements. procedures were not effective as of December 31, 2020 and 2019, due solely to the material weakness in our internal control over financial reporting could affect our ability to produce timely and accurate financial statements or comply with respectapplicable laws and regulations.classificationSEC’s rules implementing Sections 302 and 404 of the Company’s WarrantsSarbanes-Oxley Act. The Company is an emerging growth company and as componentsmay choose to take advantage of equity insteadexemptions from various reporting requirements applicable to other public companies but not to emerging growth companies. As an emerging growth company, the Company is not subject to Section 404(b) of as derivative liabilities. In lightthe Sarbanes-Oxley Act of this material weakness, we performed additional analysis as deemed necessary to ensure2002, which would require that our financial statements were prepared in accordance with U.S. GAAP. Accordingly, management believes that the financial statements included in this Annual Report on Form 10-K/A present fairly in all material respects our financial position, results of operationsindependent auditors review and cash flows for the periods presented.Management’s Report on Internal Controls over Financial ReportingOur management is responsible for establishing and maintaining adequate internal control over financial reportingattest as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation ofto the effectiveness of our internal control over financial reporting asreporting. Management is required to make an annual assessment of December 31, 2020, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), in which management concluded the internal controls over financial reporting was effective.In lightpursuant to Section 404(a), including the disclosure of the restatement discussed herein,any material weaknesses identified by management has re-evaluated the effectiveness of our disclosure controls and procedures and internal controls over financial reporting as of December 31, 2020 and 2019. Management has concluded that our disclosure controls and procedures and internal controls over financial reporting were not effective for the quarters ended March 31, 2019, June 30, 2019, September 30, 2019, December 31, 2019, March 31, 2020, June 30, 2020, September 30, 2020 and December 31, 2020 due to a material weakness in the internal control over financial reporting related to the accounting for complex accounting instruments. We have developed and are implementing a plan to remediate this material weakness and to address the restatement noted above to improve the process and controls in the determination of the appropriate accounting and classification of our financial instruments and key agreements.Company’sCompany's annual or interim financial statements will not be prevented or detected on a timely basis. Wea material weaknessweaknesses in the Company’s controls over the accounting for temporary and permanent equity and complex financial instruments. The company’s controls to evaluate the accounting for complex financial instruments, such as temporary and permanent equity and warrants issued by a SPAC, did not operate effectively to appropriately apply the provisions of Accounting Standards Codification (“ASC”), Contracts in Entity’s Own Equity (ASC 815-40). This material weakness resulted in the failure to prevent material errors in the Company’s accounting for temporary and permanent equity and warrants and the resulting restatement of the company’s previously issued financial statements.The Company’s internal controls over financial reporting did not prevent the improper classification of the Warrants as equity instruments. Due to the material impact this improper classification has on the financial statements of the Company, it was determined that this was a material weakness in the internal controls over financial reporting. Based on this evaluation, our management has concluded that our internal control over financial reporting wasfor the 2021 fiscal year that were remediated during the fourth quarter of fiscal 2022. If we identify new material weaknesses in the future, or otherwise fail to maintain an effective system of internal controls, we may not effectivebe able to accurately or timely report our financial condition or results of operations, which may adversely affect our business.December 31, 2020new businesses in a timely and December 31, 2019.are implementing a numberhave limited research coverage by industry and financial analysts. However, the few analysts that provide coverage of actions, as described below,us could stop and the trading price of our stock could be negatively affected. If one or more of the analysts covering our business downgrade their evaluations of our stock, the price of our common stock could decline. If one or more of these analysts cease to remediate the material weakness described in this Item 9A. Our management is committed to ensuring thatcover our internal controls over financial reporting are designed and operating effectively. Our remediation plan includes, but is not limited to, thatcommon stock, we will improve the process and controlscould lose visibility in the determination of the appropriate accounting and classificationmarket for our stock, which in turn could cause our common stock price to decline.financial instruments and key agreements. When fully implemented and operational, we believecommon stock, or the controls we have designed or plan to design will remediateperception in the control deficiency that have led to the material weakness we have identified and strengthen our internal controls over financial reporting. The material weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing,public markets that these controls are operating effectively.sales may occur, may depress our stock price.This Amendment report does not include an attestation reportSales of substantial amounts of our independent registeredcommon stock in the public accounting firm duemarket, or the perception that these sales could occur, could adversely affect the price of our common stock and could impair our ability to a transition period establishedraise capital through the sale of additional shares. Certain shares of our common stock are freely tradable without restriction under the Securities Act, except for any shares of our common stock that may be held or acquired by rules of the SEC for newly public companies.Changes in Internal Control over Financial ReportingWe have undertakenour directors, executive officers, and will undertake strategic remediation actions,other affiliates, as discussed above, to address the material weakness in our internal controls over financial reporting. There were no changes in our internal control over financial reporting (as suchthat term is defined in Rules 13a-15(f)the Securities Act, which are restricted securities under the Securities Act. Restricted securities may not be sold in the public market unless the sale is registered under the Securities Act or an exemption from registration is available. Certain of our stockholders and 15d-15(f)members of our management have rights, subject to certain conditions, to require us to file registration statements covering shares of our common stock or to include shares in registration statements that we may file for ourselves or other stockholders. Any such sales, including sales of a substantial number of shares, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock. We may also issue shares of our common stock or securities convertible into our common stock from time to time in connection with financings, acquisitions, investments, or otherwise. Any such issuance could result in ownership dilution to you as a stockholder. and cause the trading price of our common stock to decline.Exchange Act)Company or cause us to engage in change-of-control transactions, including, among other things:20202022, we did not identify any critical accounting estimates.materially affected,generally been disputed by our serviced deposit account holders and Regulation E card claim losses incurred by us, as well as an estimated liability for such losses where such disputes have not been resolved as of the end of the reporting period. Fraud or theft-based related losses are reasonablyrecognized when both probable and estimable. Regulation E claims made up a vast majority of the losses. The remaining fraud or theft-based losses are mostly Check Fraud and ACH/Wire Fraud.materially affect, ourmanagement’s judgment.controland external costs incurred to develop internal-use software during the application development stage. BMTX also capitalizes the cost of specified upgrades and enhancements to internal-use software that result in additional functionality. Once a development project is substantially complete and the software is ready for its intended use, BMTX begins amortizing these costs on a straight-line basis over financial reporting.PART IIIItem 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Mattersfollowing table sets forth information regardingCompany reviews the beneficial ownershipcarrying value of our sharesdeveloped software for impairment by measuring the carrying amount of the asset against the estimated undiscounted future cash flows associated with it. If the Company determines that the carrying amount is impaired, the asset is written down to fair value. Fair value is determined based on discounted cash flows or management’s estimates, depending on the nature of the assets.Twelve Months Ended
December 31,%
Change(dollars in thousands, except per share data) 2022 2021 Change Operating revenues $ 83,597 $ 94,705 $ (11,108) (12) % Operating expenses 92,853 89,039 3,814 4 % (Loss) income from operations (9,256) 5,666 (14,922) NM Gain on fair value of private warrant liability 8,066 17,225 (9,159) (53) % Interest expense — (96) 96 (100) % (Loss) income before income tax (benefit) expense (1,190) 22,795 (23,985) (105) % Income tax (benefit) expense (411) 5,752 (6,163) (107) % Net (loss) income $ (779) $ 17,043 $ (17,822) (105) % Net (loss) income per share - basic $ (0.07) $ 1.44 $ (1.50) (105) % Net (loss) income per share - diluted $ (0.07) $ 1.43 $ (1.49) (105) % Twelve Months Ended
December 31,%
Change2022 2021 (dollars in thousands) Change Revenues: Interchange and card revenue $ 22,318 $ 28,078 $ (5,760) (21) % Servicing fees 44,581 45,105 (524) (1) % Account fees 8,992 10,543 (1,551) (15) % University fees 5,734 5,693 41 1 % Other revenue 1,972 5,286 (3,314) (63) % Total operating revenues $ 83,597 $ 94,705 $ (11,108) (12) %
NM refers to changes greater than 150%.Twelve Months Ended
December 31,%
Change(dollars in thousands) 2022 2021 Change Technology, communication, and processing $ 29,176 $ 29,338 $ (162) (1) % Salaries and employee benefits 39,926 38,036 1,890 5 % Professional services 10,747 10,395 352 3 % Provision for operating losses 6,798 5,419 1,379 25 % Occupancy 1,022 949 73 8 % Customer related supplies 894 1,815 (921) (51) % Advertising and promotion 741 654 87 13 % Merger and acquisition related expenses 290 65 225 NM Other expense 3,259 2,368 891 38 % Total operating expenses $ 92,853 $ 89,039 $ 3,814 4 % 29, 2021 based on information obtained from the persons named below, with respect to the beneficial ownership of shares of our common stock, by:●each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;●each of our executive officers and directors that beneficially owns shares of our common stock; and●all our executive officers and directors as a group.Beneficial ownership is determined according to the rules31, 2023, including consideration of the SEC,effect of the DPSA Second Amendment and the 2023 Deposit Servicing Agreement with Customers Bank, see Note 15 - Subsequent Events for additional information, and believes there is sufficient funds available to support its ongoing business operations and continue as a going concern for at least the next 12 months with projected liquidity of $21 million at March 31, 2024.generally provide that a person has beneficial ownershipare beyond our control including the impact of a security if he, she or it possesses sole or shared voting or investment power over that security, including optionsthe macroeconomic environment, and warrants that are currently exercisable or exercisable within 60 days.difficult to predict as to timing, extent, likelihood, and degree of occurrence, and that could cause actual results to differ from estimates and forecasts, potentially materially.In the table below, percentage ownership is based on 12,200,302 sharesTable of common stock outstanding as of March 29, 2021. Contentsdoessummarizes our cash flows for the periods indicated:Twelve Months Ended
December 31,%
Change2022 2021 (dollars in thousands) Change Net cash provided by operating activities $ 3,480 $ 27,543 $ (24,063) (87) % Net cash used in investing activities (5,675) (733) (4,942) NM Net cash used in financing activities (2,401) (4,095) 1,694 (41) % Net (decrease) increase in cash and cash equivalents $ (4,596) $ 22,715 $ (27,311) (120) % includehave any off-balance sheet arrangements.common stock underlying the Placement Warrants held ornormal course of business primarily such as concentration of credit risk. Potential concentration of credit risk consists primarily of accounts receivable from Customers Bank, BaaS partners, MasterCard, and Higher Education institution clients. Historically, we have not experienced any material losses related to be held by the Company’s officers or Sponsor because these securities are not currently exercisable within sixty (60) days. This table also assumesbalances and believe that there areis minimal risk of expected future losses. However, there can be no issuancesassurance that there will not be losses on these balances.equity securities under the 2020 Equity Incentive Plan.our total Unless otherwise indicated,believes that all persons namedto credit risk consist principally of cash held in the table have sole votingCompany's operating account. Cash is maintained in accounts with Customers Bank, which, at times, may exceed the FDIC coverage limit of $250,000. At December 31, 2022, the Company has not experienced losses on these cash accounts and investment powermanagement believes, based upon the quality of Customers Bank, that the credit risk with respectregard to all shares of common stock beneficially owned by them. Unless otherwise noted, the business address of each of the following entities or individualsthese deposits is 201 King of Prussia Road, Suite 350, Wayne, PA 19087.not significant.Name and Address of Beneficial Owner(1) Number of
Shares
Beneficially
Owned % of
Class Directors and Named Executive Officers Luvleen Sidhu(1) 809,769 6.6 % Pankaj Dinodia 0 * Mike Gill 0 * Aaron Hodari(2) 0 * Brent Hurley 10,322 * A.J. Dunklau 2,064 * Marcy Schwab 0 * Robert Ramsey(3) 57,805 * Robert Diegel(4) 97,612 * All executive officers and directors as a group (9 individuals) 977,572 8.0 % Greater than Five Percent Holders: MFA Investor Holdings LLC(5) 1,019,802 8.4 % Jay S. Sidhu(5)(6) 1,288,870 10.1 % Bhanu Choudhrie(5)(7) 1,121,345 9.2 % Schechter Private Capital Funds(8) 1,912,599 15.7 % *Less than 1%(1)Includes 809,769 shares that Ms. Luvleen Sidhu was directed from CUBI in connection with a severance agreement she entered into with CUBI, which shares are subject to restrictions on transfer and clawback if Ms. Sidhu does not maintain her service to the Company.
Table of Contents(2)Mr. Hodari has indirect interest in the shares of common stock of the Company through his ownership of membership interests in Schechter Private Capital, LLC, but does not have voting or dispositive control over the shares and disclaims ownership of any of the shares of common stock of the Company held by Schechter Private Capital Fund I, LLC.(3)Includes 57,805 Merger Consideration Shares that Mr. Ramsey was directed from CUBI in connection with a severance agreement he entered into with CUBI, which shares are subject to restrictions on transfer and clawback if Mr. Ramsey does not maintain his service to the Company.(4)Includes 96,339 Merger Consideration Shares that Mr. Diegel was directed from CUBI in connection with a severance agreement he entered into with CUBI, which shares are subject to restrictions on transfer and clawback if Mr. Diegel does not maintain his service to the Company.(5)MFA Investor Holding LLC is the record holder of 1,019,802 of such shares. Jay S. Sidhu, and Bhanu Choudhrie are the managing members and have voting and investment discretion with respect to such shares. As such, they may be deemed to have beneficial ownership of the shares. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Includes 300,000 issued and outstanding founders shares subject to forfeiture unless the stock price reaches $15 per share for 20 out of 30 days.(6)Includes an estimated 209,068 merger consideration shares that Mr. Sidhu received as a CUBI Stockholder, based on Mr. Sidhu’s reported ownership in CUBI as of November 10, 2020.(7)Includes an estimated 101,543 merger consideration shares that Mr. Choudhrie received as a CUBI Stockholder, based on Mr. Choudhrie’s reported ownership in CUBI as of December 17, 2020.(8)According to a Form 3 filed with the SEC on February 3, 2021, includes 924,423 shares held by Schechter Private Capital Fund I, LLC – Series Q and 988,176 shares held by Schechter Private Capital Fund I, LLC – Series Q2. Schechter Private Capital Fund I, LLC is managed by Schechter Private Capital, LLC. Decisions regarding the voting or disposition of the shares held by the foregoing are made by the President of Schechter Private Capital, LLC, Marc Schechter. Mr. Hodari disclaims ownership of any of the shares of common stock of the Company held by Schechter Private Capital Fund I, LLC. The address of Schechter Private Capital Fund I, LLC-Series Q and Schechter Private Capital Fund I, LLC-Series Q2 is 251 Pierce Street, Birmingham, MI 48009.PART IVItem 15.Exhibits, Financial Statements and Financial Statement Schedules(a)The following documents are filed as part of this Report:(1)Financial Statements(2)Financial Statements ScheduleAll financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto in is Item 15 of Part IV below.(3)ExhibitsWe hereby file as part of this report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be obtained on the SEC website at www.sec.gov.BM Technologies, Inc.(formerly known as Megalith Financial Acquisition Corp.)Page No. F-230F-332F-433F-534F-635F-7 - F-4036StockholdersShareholders and the Board of Directors of (formerly known as Megalith Financial Acquisition Corp.)sheetssheet of BM Technologies, Inc. (formerly known as Megalith Financial Acquisition Corp.)and subsidiaries (the “Company”)Company) as of December 31, 2020 and 2019,2022, the related consolidated statements of operations,income (loss), changes in stockholders’shareholders’ equity, and cash flows for each of the two years in the periodyear ended December 31, 2020,2022, and the related notes (collectively, referred to as the “financial statements”)consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2020 and 2019,2022, and the results of its consolidated operations and its consolidated cash flows for each of the two years in the periodyear ended December 31, 2020,2022, in conformity with U.S. generally accepted accounting principles.Restatement of Financial StatementsAs discussed in Note 8 to the financial statements, the Securities and Exchange Commission issued a public statement entitled Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “Public Statement”) on April 12, 2021, which discusses the accounting for certain warrants as liabilities. The Company previously accounted for its warrants as equity instruments. Management evaluated its warrants against the Public Statement, and determined that the warrants should be accounted for as liabilities. Accordingly, the financial statements have been restated to correct the accounting and related disclosure for the warrants.audits.audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.auditsaudit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the auditsaudit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our auditsaudit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.auditsaudit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our auditsaudit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provideaudit provides a reasonable basis for our opinion.WithumSmith+Brown, PC have served as the Company's auditor since 2017.New York, New YorkJuly 13, 2021BM Technologies, Inc.(formerly known as Megalith Financial Acquisition Corp.)December 31,
2022December 31,
2021ASSETS Cash and cash equivalents $ 21,108 $ 25,704 Accounts receivable, net allowance for doubtful accounts of $305 and $79 at December 31, 2022 and December 31, 2021, respectively. 8,260 9,194 Prepaid expenses and other assets 9,076 2,099 Total current assets 38,444 36,997 Premises and equipment, net 508 346 Developed software, net 22,324 28,593 Goodwill 5,259 5,259 Other intangibles, net 4,429 4,749 Other assets 72 398 Total assets $ 71,036 $ 76,342 LIABILITIES AND SHAREHOLDERS’ EQUITY Liabilities: Accounts payable and accrued liabilities $ 12,684 $ 6,947 Taxes payable — 1,807 Current portion of operating lease liabilities — 416 Deferred revenue, current 6,647 15,387 Total current liabilities 19,331 24,557 Non-current liabilities: Deferred revenue, non-current — 190 Liability for private warrants 2,847 13,614 Total liabilities 22,178 38,361 Commitments and contingencies (Note 8) Shareholders’ equity: Preferred stock: Par value $0.0001 per share; 10,000,000 shares authorized, none issued or outstanding at both December 31, 2022 and December 31, 2021. $ — $ — Common stock: Par value $0.0001 per share; 1 billion shares authorized; 12,240,237 shares issued and outstanding at December 31, 2022; 12,193,378 shares issued and outstanding at December 31, 2021. 1 1 Additional paid-in capital 72,342 60,686 Accumulated deficit (23,485) (22,706) Total shareholders’ equity $ 48,858 $ 37,981 Total liabilities and shareholders’ equity $ 71,036 $ 76,342 December 31, 2020 2019 (As
Restated) (As
Restated) ASSETS CURRENT ASSETS Cash $ 43,178 $ 482,665 Prepaid expenses and other assets 40,672 37,571 Total current assets 83,850 520,236 OTHER ASSETS Marketable securities held in trust account 27,713,815 175,410,617 Escrow for private placement 20,002,872 - Total other assets 47,716,687 175,410,617 TOTAL ASSETS 47,800,537 175,930,853 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable 1,656,199 111,968 Private placement received in advance 20,002,872 - Income taxes payable - 572,160 Franchise taxes payable 30,000 80,000 Due to affiliates 45,000 - Total current liabilities 21,734,071 764,128 LONG TERM LIABILITIES Deferred underwriting fee payable 6,771,556 6,771,556 Warrant Liability 75,973,939 7,639,893 Total long term liabilities 82,745,495 14,411,449 Total liabilities 104,479,566 15,175,577 COMMITMENTS AND CONTINGENCIES Class A common stock subject to possible redemption, $0.0001 par value, 2,651,614 and 15,421,314 shares at redemption value of $10.10 per share at December 31, 2020 and December 31, 2019, respectively. 26,781,301 155,755,276 STOCKHOLDERS’ EQUITY Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding - - Class A Common Stock; $0.0001 par value; 100,000,000 shares authorized; 0 and 1,507,575 shares issued and outstanding (excluding 2,651,614 and 15,421,314 shares subject to possible redemption), as of December 31, 2020 and December 31, 2019, respectively - 151 Class B Common Stock; $0.0001 par value; 10,000,000 shares authorized; 4,232,222 shares issued and outstanding as of December 31, 2020 and December 31, 2019. 423 423 Additional paid-in capital - - Retained earnings (83,460,753 ) 4,999,426 Total stockholders’ equity (83,460,330 ) 5,000,000 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 47,800,537 $ 175,930,853 TheSee accompanying notes are an integral part of theseto the consolidated financial statements.Technologies, Inc.TECHNOLOGIES, INC.(formerly known as Megalith Financial Acquisition Corp.)OPERATIONSTwelve Months Ended
December 31,2022 2021 Operating revenues: Interchange and card revenue $ 22,318 $ 28,078 Servicing fees 44,581 45,105 Account fees 8,992 10,543 University fees 5,734 5,693 Other revenue 1,972 5,286 Total operating revenues 83,597 94,705 Operating expenses: Technology, communication, and processing 29,176 29,338 Salaries and employee benefits 39,926 38,036 Professional services 10,747 10,395 Provision for operating losses 6,798 5,419 Occupancy 1,022 949 Customer related supplies 894 1,815 Advertising and promotion 741 654 Merger and acquisition related expenses 290 65 Other expense 3,259 2,368 Total operating expenses 92,853 89,039 (Loss) income from operations (9,256) 5,666 Non-operating income and expense: Gain on fair value of private warrant liability 8,066 17,225 Interest expense — (96) (Loss) income before income tax expense (1,190) 22,795 Income tax (benefit) expense (411) 5,752 Net (loss) income $ (779) $ 17,043 Weighted average number of shares outstanding - basic 11,942 11,851 Weighted average number of shares outstanding - diluted 11,942 11,939 Net (loss) income per share - basic $ (0.07) $ 1.44 Net (loss) income per share - diluted $ (0.07) $ 1.43 For the year ended For the year ended December 31,
2020
(As Restated) December 31,
2019
(As Restated) OPERATING EXPENSES General and administrative $ 292,252 $ 155,854 Legal and professional fees 1,532,958 219,533 Franchise tax 200,000 200,000 Support services - related party 185,384 224,000 Total expenses 2,210,594 799,387 OTHER INCOME Other income 212,129 - Change in fair value of warrant liability (68,334,046 ) 1,909,973 Interest income on investments held in Trust Account 1,405,514 3,950,927 Total other income (66,716,403 ) 5,860,900 INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES (68,926,997 ) 5,061,513 Income tax expense 297,748 788,018 NET INCOME (LOSS) $ (69,224,745 ) $ 4,273,495 Weighted average shares outstanding of Class A common stock 8,655,806 16,928,889 Basic and diluted net income per share, Class A $ 0.13 $ 0.18 Weighted average shares outstanding of Class B common stock 4,232,222 4,232,222 Basic and diluted net (loss) income per share, Class B $ (16.62 ) $ 0.31 TheSee accompanying notes are an integral part of theseto the consolidated financial statements.Technologies, Inc.TECHNOLOGIES, INC.(formerly known as Megalith Financial Acquisition Corp.)STOCKHOLDERS’SHAREHOLDERS’ EQUITY(as restated)Common Stock Shares of
Common
Stock
OutstandingCommon
StockAdditional
Paid-in
CapitalAccumulated
DeficitTotal Balance at December 31, 2020 6,123,432 $ 1 $ 64,017 $ (39,749) $ 24,269 Net income — — — 17,043 17,043 Valuation of private warrants — — (30,839) — (30,839) Recapitalization transaction 4,759,911 — 16,148 — 16,148 Issuance of common stock as compensation 1,308,535 — 9,518 — 9,518 Issuance of common stock upon exercise of warrants 1,500 — 17 — 17 Share-based compensation expense — — 1,825 — 1,825 Balance at December 31, 2021 12,193,378 $ 1 $ 60,686 $ (22,706) $ 37,981 Net loss — — — (779) (779) Conversion of private warrants to public warrants — — — 724 — 724 Issuance of common stock as compensation 6,000 — — 37 — 37 Tax paid on behalf of employees related to net settlement of share-based awards — — (425) — (425) Issuance of common stock upon exercise of warrants 100 — 1 — 1 Share-based compensation expense 40,759 — — 11,319 — 11,319 Balance at December 31, 2022 12,240,237 $ 1 $ 72,342 $ (23,485) $ 48,858 Common Stock Additional Total Class A Class B paid-in Retained stockholder’s Shares Amount Shares Amount capital earnings equity Balance, January 1, 2019 (as restated) 1,930,693 $ 193 4,232,222 $ 423 $ - $ 4,999,384 $ 5,000,000 Change in shares of Class A common stock subject to redemption (423,118 ) (42 ) - - - (4,273,453 ) (4,273,495 ) Net income - - - - - 4,273,495 4,273,495 Balance, December 31, 2019 (as restated) 1,507,575 $ 151 4,232,222 $ 423 $ - $ 4,999,426 $ 5,000,000 Reclassification from Temporary Equity to APIC - 1,276 - - 128,972,698 - 128,973,974 �� Redemption of Class A common stock (14,277,275 ) (1,427 ) - - (148,208,645 ) - (148,210,072 ) Reclassification from APIC to retained earnings - - - - 19,235,947 (19,235,435 ) 512 Net loss - - - - - (69,224,745 ) (69,224,745 ) Balance, December 31, 2020 (as restated) (12,769,700 ) $ - 4,232,222 $ 423 $ - $ (83,460,753 ) $ (83,460,330 ) TheSee accompanying notes are an integral part of theseto the consolidated financial statements.(formerly known as Megalith Financial Acquisition Corp.)Twelve Months Ended
December 31,2022 2021 Cash Flows from Operating Activities: Net (loss) income $ (779) $ 17,043 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation of premises and equipment 298 193 Loss on disposal of premises and equipment 38 — Amortization of developed software 11,445 11,444 Amortization of other intangible assets 320 321 Amortization of leased assets 326 820 Provision for bad debt 226 79 Impairment of software assets — 215 Share-based compensation expense 11,356 11,343 Gain on fair value of private warrant liability (8,066) (17,225) Changes in operating assets and liabilities: Accounts receivable 708 760 Prepaid expenses and other current assets (6,976) 249 Other assets — (365) Accounts payable and accrued liabilities 5,737 (1,314) Taxes payable (1,807) 1,807 Operating lease liabilities (416) (715) Deferred revenue (8,930) 2,888 Net Cash provided by Operating Activities 3,480 27,543 Cash Flows from Investing Activities: Development of internal use software (5,176) (595) Purchases of premises and equipment (499) (138) Net Cash used in Investing Activities (5,675) (733) Cash Flows from Financing Activities: Repayments of borrowings — (21,000) Proceeds from recapitalization transaction — 16,888 Proceeds from exercise of warrants 1 17 Repurchase of private warrants (1,977) — Payments related to net settlement of share-based compensation awards (425) — Net Cash used in Financing Activities (2,401) (4,095) Net (Decrease) Increase in Cash and Cash Equivalents (4,596) 22,715 Cash and Cash Equivalents – Beginning 25,704 2,989 Cash and Cash Equivalents – Ending $ 21,108 $ 25,704 Supplementary Cash Flow Information: Income taxes paid, net of refunds 8,123 4,224 Interest paid — 178 Noncash Operating, Investing and Financing Activities: Shares issued to settle Megalith accounts payable in connection with recapitalization transaction — 740 For the year ended For the year ended December 31,
2020
(As Restated) December 31,
2019
(As Restated) CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (69,224,745 ) $ 4,273,495 Adjustments to reconcile net income (loss) to net cash used in operating activities: Interest earned in Trust Account (1,405,514 ) (3,950,927 ) Other income remitted directly to Trust Account (212,129 ) - Change in fair value of warrant liability 68,334,046 (1,909,973 ) Changes in operating assets and liabilities: Prepaid expenses and other assets (3,101 ) 34,298 Accounts payable 1,544,231 (146,591 ) Income taxes payable (572,160 ) 355,314 Franchise taxes payable (50,000 ) (120,000 ) Net cash flows used in operating activities (1,589,372 ) (1,464,384 ) CASH FLOWS FROM INVESTING ACTIVITIES Cash released from Trust Account for Class A common stock redemptions 148,155,560 - Cash moved to escrow from private placement received in advance (20,002,872 ) - Investment income released from Trust Account to pay taxes 1,104,885 754,104 Net cash flows provided by financing activities 129,257,573 754,104 CASH FLOWS FROM FINANCING ACTIVITIES Cash used for Class A common stock redemptions (148,155,560 ) - Proceeds from private placement received in advance 20,002,872 - Proceeds from due to affiliates 45,000 - Net cash flows used in financing activities (128,107,688 ) - NET CHANGE IN CASH (439,487 ) (710,280 ) CASH, BEGINNING OF YEAR 482,665 1,192,945 CASH, END OF YEAR $ 43,178 $ 482,665 Supplemental disclosure of noncash activities: Change in value of Class A common stock subject to possible redemption $ (128,973,974 ) $ 4,273,495 Supplemental cash flow disclosure: Income taxes paid $ 904,885 $ 432,704 TheSee accompanying notes are an integral part of theseto the consolidated financial statements.(formerly known as Megalith Financial Acquisition Corp.)NoteNOTE 1 — DESCRIPTION OF THE BUSINESS AND MERGER TRANSACTIONOrganization andthe Business OperationsCorp.) (the “Company”) was incorporated in Delaware on November 13, 2017. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Business Combinationthe Company consummated the previously announced business combination pursuant to the AgreementBankMobile, Megalith, and Plan of Merger, dated as of August 6, 2020 (as amended, the “Merger Agreement”), by and among the Company, MFAC Merger Sub Inc., a Pennsylvania corporation and an indirect wholly-owned subsidiary ofconsummated the Company (“Merger Sub”), BankMobile Technologies, Inc., a Pennsylvania corporation (“BankMobile”), Customers Bank, a Pennsylvania state chartered bank andtransaction contemplated by the sole stockholder of BankMobile (“Customers Bank”), and Customers Bancorp, Inc., a Pennsylvania corporation and the parent bank holding company for Customers Bank. Business Prior to the Business CombinationAll business activity of the Company through December 31, 2020 related to the Company’s formation and Initial Public Offering, which is described below, searching for a business target and consummation of the Business Combination. The Company did not generate any operating revenues through the completion of the Business Combination. The Company did generate non-operating income in the form of interest income earned on marketable securities from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s initial public offering (“Initial Public Offering”) was declared effectivemerger agreement entered into on August 23, 2018. On August 28, 2018, the Company consummated the Initial Public Offering of 15,000,000 units (“Units”) with respect to the Class A Common Stock included in the Units being offered (the “Public Shares”) at $10.00 per Unit generating gross proceeds of $150,000,000, which is discussed in Note 3. Simultaneously6, 2020, as amended. In connection with the closing of the Initial Public Offering, the Company consummated the sale of 6,560,000 warrants (“Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placementmerger, Megalith changed its name to BM Technologies, Inc. Effective January 6, 2021, Megalith’s units ceased trading, and the Company’s sponsor, MFA Investor Holdings, LLC ($5,810,000) (the “Sponsor”)common stock and Chardan Capital Markets, LLC ($750,000) (“Chardan”), generating gross proceedswarrants began trading on the NYSE American under the symbols “BMTX” and “BMTX-WT,” respectively.$6,560,000, which is describedContentsNote 4. Offering costsaccordance with U.S. GAAP. Under U.S. GAAP, BankMobile was treated as the “acquirer” company for financial reporting purposes and as a result, the transaction was treated as the equivalent of BankMobile issuing stock for the Initial Public Offering amounted to $10,521,211, consistingnet assets of $3,192,889 of underwriting fees, $6,771,556 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $556,766 of other costs. As described in Note 5, the $6,771,556 deferred underwriting fee became payable upon completionMegalith, accompanied by a recapitalization. The excess of the Business Combination.Following the closingfair value of the Initial Public Offering on August 28, 2018, an amount of $151,500,000 ($10.10 per Unit) fromshares issued over the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants was placed in a trust account (“Trust Account”) and was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below.On September 21, 2018, the Company consummated the closing of the sale of 1,928,889 additional Units upon receiving notice of the underwriter’s election to partially exercise its overallotment option (“Overallotment Units”), generating additional gross proceeds of $19,288,890 and incurring additional offering costs of $964,445 in underwriting fees which were partially deferred until the completion of the Company’s initial Business Combination. Simultaneously with the exercise of the overallotment, the Company consummated the Private Placement of an additional 385,778 Private Placement Warrants to the Sponsor, generating gross proceeds of $385,778.Entry Into a Materially Definitive AgreementOn August 6, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, MFAC Merger Sub Inc., a Pennsylvania corporation and (“Merger Sub”) a wholly-owned subsidiary of the Company, BankMobile Technologies, Inc., a Pennsylvania corporation (“BankMobile”) and Customers Bank, a Pennsylvania state chartered bank and the sole stockholder of BankMobile (the “Stockholder”).Pursuant to the Merger Agreement, at the closing of the transactions contemplated by the Merger Agreement (the “Closing”), BankMobile will merge with and into Merger Sub, with Merger Sub continuing as the surviving corporation (the “Surviving Corporation”).The aggregate consideration to be paid pursuant to the Merger Agreement to the Stockholder will be an amount (the “Merger Consideration”) equal to: (i) $140,000,000 (the “Enterprise value”), minus (ii) $9,324,323 (“Sponsor Equity Adjustment”), plus (or minus, if negative) (iii) BankMobile’s net working capital less a target net working capital of $10,000,000, minus (iv) the aggregate amount of any outstanding indebtedness of BankMobile at Closing, and minus (v) the amount of any unpaid transaction expenses of BankMobile, the Company’s transaction expenses and other liabilities of the Company due and owing at the Closing.The Merger Consideration will consist of cash and stock. The cash portion of the Merger Consideration (“Cash Consideration”) will be equal to (A) the amount of any proceeds of the PIPE Investment (described below under “Private Placement”); plus (B) an amount equal to one-half (1/2) of the difference between the (i) cash and cash equivalents of the Company, including any funds in the Trust Account after giving effect to the completion of the redemption of shares of the Company’s public stockholders (“Redemption”), less (ii) a cash reserve to be used for the benefit of the Surviving Corporation in the Merger, in the amount of $10,000,000 (such difference between clause (i) and (ii) which resulting amount if otherwise negative shall be equal to zero, being the “Remaining Trust Account Amount”); minus (C) the Company’s transaction expenses and other liabilities of the Company due and owing at the Closing; plus (D) the cash and cash equivalents of BankMobile; minus (E) BankMobile’s unpaid transaction expenses; minus (F) a cash reserve in the amount of $5,000,000. The stock portion of the Merger Consideration consists of a number of shares of the Company’s Class A common stock (the “Merger Consideration Shares”) with an aggregate value equal to (the “Merger Consideration Share Amount”) (a) the Merger Consideration, minus (b) the Cash Consideration, with the Stockholder receiving a number of shares of the Company Class A common stock equal to the Merger Consideration Share Amount, divided by $10.38 (the “Per Share Price”).The Merger Consideration is subject to adjustment after the Closing based on confirmed amounts of the net working capital,monetary assets of Megalith was recognized as an adjustment to shareholders’ equity. There was no goodwill or other intangible assets recorded in the outstanding indebtednessmerger. Prior periods presented for comparative purposes represent the balances and activity of BankMobile and any unpaid transaction expenses of BankMobile, asBM Technologies, Inc. (other than shares which were retroactively restated in connection with the merger).Closing Date. If the adjustment is a negative adjustment in favorsignificant sources and uses of the Company, the Stockholder will deliver to the Company a number of shares of Class A common stock of the Company with a value equal to the absolute value of the adjustment amount (with each share valued at the Per Share Price). If the adjustment is a positive adjustment in favor of BankMobile, the Company will issue to the Stockholder an additional number of shares of Class A common stock of the Company with a value equal to the adjustment amount (with each share valued at the Per Share Price). The Merger Consideration is also subject to reduction for the indemnification obligations of the Stockholder. On November 2, 2020, the Company entered into a First Amendment to Agreement and Plan of Merger (the “First Amendment”) with the other parties to the Agreement and Plan of Merger, dated as of August 6, 2020 (the “Original Agreement”, and as amended, including by the First Amendment, the “Merger Agreement”), by and among, the Company, MFAC Merger Sub Inc., a Pennsylvania corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), BankMobile, and Customers Bank, a Pennsylvania state chartered bank and the sole stockholder of BankMobile (“Customers Bank”), and with Customers Bancorp, a Pennsylvania corporation and the sole shareholder of Customers Bank (“Customers Bancorp”).The Original Agreement provided that a portion of the consideration payable to Customers Bank in the Proposed Transaction was to be paid in shares (the “Merger Consideration Shares”) of the Company’s Class A common stock to Customers Bank. Pursuant to the First Amendment, the Original Agreement was amended to provide that (i) Customers Bancorp would become a party to the Merger Agreement, (ii) the Merger Consideration Shares will now be issued to the stockholders of Customers Bancorp, and (iii) Customers Bancorp may at its discretion, upon written notice to the Company, redirect or reallocate the distribution of the Merger Consideration Shares at any time priorcash related to the closing of the Proposed Transaction (the “Closing”)merger transaction:(amounts in thousands) Cash at Megalith $ 27,669 Cash from PIPE (private investment in public entity) investors 20,003 Total sources of cash 47,672 Cash paid to underwriters and other transaction costs (3,987) Cash paid to Customers Bank as consideration (23,125) Cash from recapitalization transaction (A) 20,560 Cash used to pay down BMTX debt (8,834) Cash received by BMTX and used to pay down debt (6,738) Total cash used to pay down outstanding debt (B) (15,572) Net cash received by BMTX from the reverse recapitalization transaction through March 31, 2021 (A+B) 4,988 90 day merger true-up, cash paid by BMTX in May 2021 (3,672) Final cash received by BMTX from the reverse recapitalization transaction through December 31, 2021 $ 1,316 other parties. Additionally, the Original Agreementmerger:Shares held by legacy BankMobile shareholders - December 31, 2020 6,123,432 Shares related to the recapitalization transaction - January 4, 2021 6,076,946 Total shares issued and outstanding - January 4, 2021 12,200,378 amendeddetermined to provide that, subject to certain exceptions, there will be restrictionsthe accounting acquirer based on the sale or transferfollowing predominant factors:Merger Consideration Shares forpost-combination company are primarily composed of individuals associated with BankMobile;periodpremium in the exchange of twelve months after the Closing, rather than for a periodequity interests.180 days after the Closing as contemplated by the Lock-Up Agreement attachedPresentationOriginal Agreement.Going Concernauthoritative GAAP as found in the Accounting Standards Codification (“ASC”) and LiquidityIn connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as athe Financial Accounting Standards Board (“FASB”).” the Company had until January 4, 2021, requires management to consummate one or more business combinations, meeting certain conditions, or else it would cease all operations except for the purpose of liquidating. The Company closed a qualified business combination on January 4, 2021. Management had initially determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution raised substantial doubt about the Company’s ability to continue as a going concern. Given that the Company underwent the business combination on January 4, 2021, the conditions raising substantial doubt concerning the Company’sassess an entity’s ability to continue as a going concern have been alleviated.Restatementwithin one year of Previously Issued Annual Financial StatementsThe Company has restatedthe date the financial statements are issued. In each reporting period, including interim periods, an entity is required to assess conditions known and reasonably knowable as of the financial statement issuance date to determine whether it is probable an entity will not meet its financial statementsobligations within one year from the financial statement issuance date.December 31, 2020, for the years ended December 31, 2020 and December 31, 2019, as well as the unaudited financial statements for the three month periods ended March 31, 2020 and 2019,2023, including consideration of the three and six month periods ended June 30, 2020 and 2019effect of the Second Amendment to the Deposit Processing Services Agreement (the “DPSA Second Amendment”) and the three and nine month periods ended September 30, 2020 and 2019, to correct misstatements in those prior periods primarily related to misstatements identified in improperly applying accounting guidance for warrants, recognizing them as equity instead of a warrant liability, under the guidance of ASC 815-40, Contracts in Entity’s Own Equity, and not properly accounting for the entire amount of redeemable common shares as temporary equity carried at redemption value in accordance2023 Deposit Servicing Agreement with the guidance in ASC 480.Customers Bank, see See Note 915 - Restatement of Previously Issued Financial StatementsSubsequent Events for additional information, regardingand believes there is sufficient funds available to support its ongoing business operations and continue as a going concern for at least the errors identifiednext 12 months with projected liquidity of $21 million at March 31, 2024.restatement adjustments madeimpact of the macroeconomic environment, and that are difficult to predict as to timing, extent, likelihood, and degree of occurrence, and that could cause actual results to differ from estimates and forecasts, potentially materially.financial statementsNote 2 — Summaryresults of Significant Accounting PoliciesBasis of PresentationThe accompanyingManagement’s assessment, these consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted inhave been prepared on a going concern basis. The consolidated financial statements do not include any adjustments that could result from the United States of America (“U.S. GAAP”) and pursuant to the rules and regulationsoutcome of the SEC.Principles of ConsolidationThe accompanyingMFAC Merger Sub Inc., its wholly owned subsidiary.wholly-owned subsidiaries. All significant intercompany balancesaccounts and transactions have been eliminated in consolidation.ReclassificationCertain amountsprior period consolidated financial statements have been reclassifiedopinion of management, necessary to conform to the presentationpresent a fair statement of the current period consolidated financial statements. These reclassifications had no effect onposition and the previously reported net income.Emerging Growth CompanyThe Company is an “emerging growth company” as defined in Section 102(b)(1)results of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.This may make comparison of the Company’s consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.Cashoperations and cash equivalentsThe Company considers all short-term investments with an original maturityflows of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020 and 2019.Redeemable Common StockAs discussed in Note 1 – Description of Organization and Business Operations, all of the 16,928,889 shares held by public stockholders outstanding contained a redemption feature which allowsBMTX for the redemption of Class A common stock under the Company’s liquidation or tender offer and stockholder approval provisions. In accordance with Financial Accounting Standard Board (“FASB”) Topic ASC 480, “Distinguishing Liabilities from Equity,” (“ASC 480”) redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. On May 26, 2020, the Company’s stockholders approved an extension of the date by which the Company must consummate an initial business combination from May 28, 2020 to August 28, 2020 (or November 30, 2020 if the Company has executed a definitive agreement for an initial business combination by August 28, 2020, which was subsequently extended for two more months before the Merger closed on January 4, 2021). In connection with this extension, on June 3, 2020, 13,733,885 shares of Class A common stock were redeemed for an approximate total value of $142.6 million from the Trust Account. During December 2020 an additional 543,390 shares of Class A common stock were redeemed for an approximate total value of $5.6 millionThe Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security at the end of each reporting period. Increases or decreases in the carrying number of redeemable shares of Class A common stock shall be affected by charges against additional paid in capital. If additional paid in capital is reduced to zero, any additional charges are applied against accumulated deficit.Accordingly, at December 31, 2020, 2,651,614 shares of Class A common stock included in the units at the Public Offering were classified outside of permanent equity at approximately $10.10 per share. At December 31, 2019, 15,421,314 shares of Class A common stock included in the units at the Public Offering were classified outside of permanent equity at approximately $10.10 per share.Offering CostsOffering costs consist principally of legal, accounting, underwriting fees and other costs directly related to the Initial Public Offering. Offering costs amounting to $9,910,981 were charged to stockholders’ equity and $610,230 allocated to the issuance of warrant liability were charged to statement of operations.Concentration of Credit RiskFinancial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Corporation coverage limits of $250,000. At December 31, 2020 and 2019, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.Financial InstrumentsThe fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature.Net Income (Loss) Per ShareThe Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per share is computed by dividing net income applicable to common stockholders by the weighted average number of shares of common stock outstanding for the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 23,874,667 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method.The Company’s statements of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted for Class A common stock is calculated by dividing the investment income earned on the Trust Account and Other Income of $1,617,643 and $3,950,927, net of applicable income and franchise taxes of $497,748 and $988,018 by the weighted average number of shares of Class A common stock outstanding for the years ended December 31, 2020 and December 31, 2019, respectively. Net income (loss) per share, basic and diluted for Class B common stock is calculated by dividing the net income, less income attributable to Class A common stock, by the weighted average number of shares of Class B common stock outstanding for the period.Use of Estimates consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, andthe disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period.periods. Significant estimates include valuation of deferred tax assets, valuation of the private warrants, goodwill, and intangible asset impairment analysis. Actual results could differ from those estimates.Warrantsaccountsconducts its operations through a single operating segment and, therefore, one reportable segment. Operating segments are revenue-generating components of a company for warrants issued in accordance withwhich separate financial information is internally produced for regular use by the guidance contained in Financial Accounting Standards BoardChief Operating Decision Maker (“FASB”CODM”) Accounting Standards Codification Topic 815, “Derivativesto allocate resources and Hedging,” under whichassess the warrantsperformance of the business. Our CODM, Luvleen Sidhu, our Chief Executive Officer (“CEO”), uses a variety of measures to assess the performance of the business; however, detailed profitability information of the nature that could be used to allocate resources and assess the performance of the business are managed and reviewed for sharesthe Company as a whole.common stockconsolidated financial statements as of and for the twelve months ended December 31, 2022, the Company identified that its reserve for losses resulting from fraud or theft-based transactions that have generally been disputed by BMTX serviced deposit account holders and a related receivable were previously presented on a net basis as a component of Other assets. The Company reviewed this presentation and concluded that these amounts are better presented on a gross basis including the reserve for losses as a component of Accounts payable and accrued liabilities and including the receivable for any billable reimbursements from Customers Bank as a component of Accounts receivable, net.not indexed to its own stock do not meetbetter presented as a component of Technology, communication, and processing.criteria for equity treatment and must be recorded as derivative liabilities. Accordingly, warrants are classified as liabilities at their fair value and adjusted at each reporting period. Any change in fair value isCompany identified card replacement fees reimbursed from a BaaS partner were recognized as a component of Account fees and Other revenue when only the margin of those fees should have been recognized as revenue and the reimbursable expense should have been recognized as a component of Customer related supplies.income (expense), netcurrent available information. Accounts receivable deemed to be uncollectible are individually identified and are charged-off against the allowance for doubtful accounts.Statementnature of Operations. Adjustmentthe assets. There was no impairment recognized for the twelve months ended December 31, 2022. There was $0.2 million of liabilityimpairment recognized for the twelve months ended December 31, 2021.faircircumstances indicate that the carrying value may not be recoverable. The carrying value of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset.continued untilmarked-to-market each reporting period with the earlier ofchange recognized in earnings. In general, under the expiration or exercise ofmark-to-market accounting model, as the commonCompany’s stock warrants. At that time, the portion ofprice increases, the warrant liability relatedincreases, and the Company recognizes additional expense in its Consolidated Statements of Income (Loss) – the opposite when the stock price declines. Accordingly, the periodic revaluation of the private warrants could result in significant volatility in our reported earnings. For the twelve months ended December 31, 2022 and 2021, respectively, the Company recognized gains of $8.1 million and $17.2 million. The amounts recognized are a mark-to-market accounting determination and are non-cash.common stockpublic warrants will be reclassifiedrecorded as cash received and recorded in Cash and cash equivalents, with a corresponding offset to additionalAdditional paid-in capital.capitalThe Company follows asset and liability method of accounting for income taxes. The income tax accounting guidance results in two components of income tax expense: current and deferred. Current income tax expense reflects taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognizedto be paid or refunded for the estimated futurecurrent period by applying the provisions of the enacted tax consequences attributablelaw to the taxable income or excess of deductions over revenues. BMTX determines deferred income taxes using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the balance sheet carrying amountsbook and tax bases of existing assets and liabilities, and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a changechanges in tax rates isand laws are recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. For the years ended December 31, 2020 and 2019, the change in the valuation allowance was $422,225, and $125,871, respectively.FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts were accrued for the payment of interest and as of December 31, 2020 or 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Current income taxes are based on the year’s income taxable for federal and state income tax reporting purposes. Total tax provision may differ from the statutory tax rates applied to income before provision for income taxes due principally to expenses charged which are not tax deductible.The total provision for income taxes is comprised of the following for the years ended: December 31, December 31, 2020 2019 Current Expense 297,748 788,018 Deferred Expense (422,225 ) (125,871 ) Change in Valuation Allowance 422,225 125,871 Total Income Tax Expense 297,748 788,018 The net deferred tax assets and liabilities in the accompanying balance sheets included the following components: December 31,
2020 December 31,
2019 Deferred tax assets $ 657,341 $ 235,116 Deferred tax liabilities - - Valuation allowance for deferred tax assets (657,341 ) (235,116 ) Net deferred tax assets $ - $ - The deferred tax assets as of December 31, 2020 and 2019 were comprised of the tax effect of cumulative temporary differences as follows: December 31,
2020 December 31,
2019 Capitalized expenses before business combination $ 657,341 $ 235,116 Valuation allowance for deferred tax assets (657,341 ) (235,116 ) Total $ - $ - realizationrealizability of federal or state deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets,liabilities, projected future taxable income and prudent, feasible and permissible as well as available tax planning strategies in making this assessment. After considerationinformation available, Management believesCompany.uncertainty exists with respectjudgment to future realizationdetermine the variability impacting the transaction price. A performance obligation is deemed satisfied when the control over services is transferred to the customer. Control is transferred to a customer either at a point in time or over time. To determine when control is transferred at a point in time, the Company considers indicators, including but not limited to the right to payment, transfer of significant risk and rewards of ownership, and acceptance by the customer. When control is transferred over a period of time, the output method is used to measure progress for the transfer. The measure of progress used to assess completion of the performance obligation is based on time over the period of service. We assess our revenue arrangements against specific criteria in order to determine if we are acting as principal or agent. The Company determined that it is the agent in contracts for interchange and card revenue, and presents these revenues net of related expenses under ASC 606.taxthe sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. The Company has determined that ASU 2020-04 and ASU 2022-06 will not have a material impact on its consolidated financial statements and related disclosure.(amounts in thousands) Beginning Balance Additions Reductions Ending Balance Allowance for doubtful accounts Twelve months ended December 31, 2021 $ — $ 171 $ (92) $ 79 Twelve months ended December 31, 2022 $ 79 $ 381 $ (155) $ 305 (amounts in thousands) Expected Useful Life December 31,
2022December 31,
2021Leasehold improvements 5 years $ — $ 28 Furniture, fixtures, and equipment 10 years 135 243 IT equipment 3 to 5 years 1,377 1,813 1,512 2,084 Accumulated depreciation (1,004) (1,738) Total $ 508 $ 346 (amounts in thousands) Expected Useful Life December 31,
2022December 31,
2021Higher One Disbursement business developed software 10 years $ 27,400 $ 27,400 Internally developed software 3 to 7 years 42,504 41,683 Work-in-process 3,077 421 72,981 69,504 Accumulated amortization (50,657) (40,911) Total $ 22,324 $ 28,593 has therefore established a full valuation allowance. Asbetween annual tests when events and circumstances indicate that impairment may have occurred. There was no goodwill impairment for the twelve months ended December 31, 2022 and 2021.20202022 and 2019,2021 were as follows:(amounts in thousands) Expected Useful Life December 31,
2022December 31,
2021Customer relationships – universities 20 years $ 6,402 $ 6,402 Accumulated amortization (1,973) (1,653) Total $ 4,429 $ 4,749 valuation allowance was $657,341Consolidated Statements of Income (Loss). BMTX recorded amortization expense of $0.3 million for the twelve months ended December 31, 2022 and $235,116,2021, respectively.2023 $ 320 2024 320 2025 320 2026 320 After 2026 3,149 Total $ 4,429 A reconciliationstatutory federal income tax rate (benefit) totwo office leases matured and we exited our New Haven, CT office facility. On September 30, 2022, the second office lease matured at our Wayne, PA office. On October 1, 2022, the Company entered into a 3-month short-term lease extension for this office under substantially identical terms and conditions as the original lease. At December 31, 2022, the 3-month short-term lease extension expired and was not renewed.effective taxConsolidated Balance Sheets:(amounts in thousands) Classification December 31,
2022December 31,
2021Assets: Operating lease ROU assets Other assets $ — $ 398 Liabilities: Operating lease liabilities Operating lease liabilities $ — $ 416 is as follows:December 31,
2022December 31,
2021Weighted average remaining lease term (years) Operating leases 0.0 years 0.6 years Weighted average discount rate Operating leases — % 1.0 % December 31, December 31, 2020 2019 Statutory federal income tax rate 21.0 % 21 % Change in fair value of derivative warrant liabilities -20.8 % -7.92 % State taxes, net of federal tax benefit 0 % 0 % Valuation allowance -0.6 % 2.5 % Income tax (benefit) expense -0.4 % 15.6 % Recent Accounting PronouncementsThe Company’s managementLoss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe there are any such matters that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, wouldwill have a material effect on the Company’s consolidated financial statements.Trust AccountThe Trust Account can be investedstatements that are not currently accrued for. However, in U.S. government securities, within the meaning set forth in the Investment Company Act, having a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7light of the Investment Company Act.uncertainties inherent in these matters, it is possible that the ultimate resolution may have a material adverse effect on BMTX’s results of operations for a particular period, and future changes in circumstances or additional information could result in accruals or resolution in excess of established accruals, which could adversely affect BMTX’s results of operations, potentially materially.Company’s amendedConsolidated Statements of Changes in Shareholders’ Equity reflect the reverse recapitalization and restated certificatemerger with Megalith as of incorporation provide that, other than the withdrawal of interest to pay income and franchise taxes and up to $100,000 of interest to pay dissolution expenses if any, none of the funds heldJanuary 4, 2021, as discussed in the Trust Account will be released until the earlier of: (i) the completionNote 1 - Description of the Business Combination; (ii)and Merger Transaction. Since BMTX was determined to be the redemption of Public Shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete the Business Combination within the Combination Period or (iii) the redemption of 100% of the Public Shares if the Company is unable to complete a Business Combination within the Combination Period.Note 3 — Initial Public Offering and Private PlacementPursuant to the Initial Public Offering, the Company sold 16,928,889 units at a price of $10.00 per Unit. Each Unit consists of one share of Class A Common Stock (such shares of Class A Common Stock includedaccounting acquirer in the Units being offered,transaction, all periods prior to the “Public Shares”), and one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment (see Note 6).Note 4 — Related Party TransactionsFounder SharesOn November 13, 2017, the Sponsor purchased 4,312,500 shares (the “Founder Shares”) of the Company’s Class B Common Stock, par value $0.0001 (“Class B Common Stock”) for an aggregate price of $25,000. The Founder Shares converted into Class A common stock upon consummation of the Merger on a one-for-one basis.The Founder Shares included up to 562,500transaction reflect the balances and activity of BMTX (other than shares subject to forfeiture to the extent that the 45-day over-allotment option was not exercised in full by the underwriters. Since the underwriters exercised the over-allotment option in part, the Sponsor forfeited 80,278 Founder Shares on September 21, 2018. The Founder Shares forfeited by the Sponsorwhich were cancelled by the Company.The Initial Stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.Private Placement WarrantsConcurrently with the closing of the Initial Public Offering, the Sponsor and Chardan purchased an aggregate of 6,560,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant (5,810,000 by the Sponsor and 750,000 by Chardan) for an aggregate purchase price of $6,560,000. Each whole Private Placement Warrant is exercisable for one whole share of Class A Common Stock at a price of $11.50 per share (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of equity or equity-linked securities). Concurrently with the underwriter’s partial exercise of the over-allotment, the Company consummated a private sale of an additional 385,778 Private Placement Warrants to the Sponsor at a price of $1.00 per Private Placement Unit generating gross proceeds of $385,778. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering and the underwriter’s partial exercise of the over-allotment are held in the Trust Account.Registration RightsThe holders of Founder Shares, Private Placement Warrants and Warrants that may be issued upon conversion of working capital loans, if any, are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A Common Stock) pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights.The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans, if any, are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A Common Stock) pursuant to a registration rights agreement dated August 23, 2018. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurredretroactively restated in connection with the filing of any such registration statements.transaction).Related Party LoansOn November 27, 2017, the Sponsor had agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note, amended and restated on June 30, 2018 (the “Note”). This loan was non-interest bearing and payable on the earlier of December 31, 2018 or as soon as practical after the Initial Public Offering. The Company had drawn $2,000 on the Note as of December 31, 2017 and had borrowed an additional $105,500 in 2018. The Company fully repaid these amounts to the Sponsor in September 2018. Support ServicesThe Company presently occupies office space provided by an affiliate of the Sponsor. The affiliate has agreed that, until the Company consummates a Business Combination, it will make such office space, as well as certain administrative and support services, available to the Company, as may be required by the Company from time to time. The Company will pay the affiliate an aggregate of $2,000 per month for such office space, administrative and support services. The Company ceased paying for the office space in October 2020. For the years ending December 31, 2020 and 2019, the total support services costs were $20,000 and $24,000, respectively.The Company agreed to pay an entity affiliated with the President a fee of approximately $16,667 per month until the earlier of the consummation of the Business Combination or liquidation. A bonus of $78,000 was paid out after the successful completion of the Initial Public Offering. The Company ceased paying the President on approximately November 15, 2020. The total amount paid to this entity was $165,384 and $200,000 for the two years in the period ended December 31, 2020, respectively.Note 5 – Commitments and ContingenciesUnderwriting AgreementThe Company had granted the underwriters a 45-day option to purchase up to 2,250,000 additional Units to cover over-allotments at the Initial Public Offering price less the underwriting discounts and commissions. On September 21, 2018, the underwriters exercised a partial exercise of their overallotment option and purchased 1,928,889 units at a purchase price of $10.00 per unit.The underwriters were paid a cash underwriting discount of $0.20 per unit, or approximately $3 million in the aggregate at the closing of the Initial Public Offering and $192,889 in conjunction with the underwriters’ partial exercise of its overallotment option. In addition, the underwriters are entitled to a deferred underwriting commissions of $0.40 per unit, or approximately $6 million in the aggregate from the closing of the Initial Public Offering and $771,556 from the underwriters’ partial exercise of its overallotment option will be payable to the underwriters. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.Note 6 – WarrantsWarrants — Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will expire on January 4, 2026 or earlier upon redemption or liquidation.The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available.The Company agreed to as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, use its reasonable best efforts to file with the SEC, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its reasonable best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available.The Company may call the Public Warrants for redemption (except with respect to the Private Placement Warrants):●in whole and not in part;●at a price of $0.01 per warrant;●upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and●if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $24.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.In addition, except in the case of the Private Placement Warrants purchased by Chardan, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial Business Combination at an issue price or effective issue price of less than $9.50 per share of Class A Common Stock (with such issue price or effective issue price to be determined in good faith by our board of directors), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial Business Combination, and (z) the volume weighted average trading price of our Class A Common Stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial Business Combination (such price, the “Market Value”) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the $24.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 240% of the Market Value. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.Accounting for Warrants – The Company accounts for the Public Warrants and Private Placement Warrants as liabilities in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity. Because the Company does not control the occurrence of events, such as a tender offer or exchange, that may trigger cash settlement of the warrants where not all of the shareholders also receive cash, the warrants do not meet the criteria for equity treatment thereunder, as such, the warrants must be recorded as derivative liability.Additionally, certain adjustments to the settlement amount of the Private Placement Warrants are based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC 815-40, and thus the Private Placement Warrants are not considered indexed to the Company’s own stock and not eligible for an exception from derivative accounting.The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the issuance of the warrants at the closing of this offering. Accordingly, the Company expects to classify each warrant as a liability at its fair value. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. The warrant liability is subject to remeasurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s Statements of Operations. The Company will reassess the classification of the warrants at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.Note 7 — Stockholders’ EquityCommon StockClass A Common Stock — The Company is authorized to issue 100,000,0001,000,000,000 shares of Class A Common Stock with acommon stock, par value of $0.0001 per share. At December 31, 2020 and 2019,2022, there were 0 and 1,507,575 (excluding 1,415,287 and 16,177,73912,240,237 shares of Class A Common Stock subject to possible redemption) shares of Class A Common Stockcommon stock issued and outstanding, respectively.
Each holder of common stock is entitled to one vote for each share of common stock held of record by such holder on all matters on which stockholders generally are entitled to vote. The holders of common stock do not have cumulative voting rights in the election of directors. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all stockholders present in person or represented by proxy, voting together as a single class.Class B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B Common Stock with apreferred stock, par value of $0.0001 per share. Holders of Class B Common Stock are entitled to one vote for each share. As of December 31, 2020 and 2019, there were 4,232,222 shares of Class B Common Stock outstanding after giving effect to the forfeiture of 80,278 shares to the Company by the Sponsor for no consideration since the underwriters’ 45-day over-allotment option was not exercised in full, so that the Initial Stockholders collectively own 20% of the Company’s issued and outstanding Common Stock after the Initial Public Offering.Holders of Class A Common Stock and Class B Common Stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law.The shares of Class B Common Stock were automatically converted into Class A common stock at the time of a Merger on a one-for-one basis.Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stockshare, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s boardBoard of directors. AsDirectors. At December 31, 20202022 and 2019,2021, there were no shares of preferred stock issued or outstanding.Private Placement — the proposed merger between Megalith and BankMobile (the “Merger”), Megalith entered into subscription agreements (the “Subscription Agreements”) with the investors named therein (the “PIPE Investors”), pursuant to whichits January 4, 2021 divestiture of the Company, agreed to issue and sell toCustomers Bank, the PIPE Investors approximately $20,000,000 of Class A common stock immediately prior to closing of the Merger (the “PIPE Investment”). The PIPE Investment is conditioned on the concurrent closingCompany’s former parent, granted 1,317,035 of the merger consideration shares of the Company it received to certain employees and executives of the Company. The share-based compensation award is subject to vesting conditions, including a required service condition from award recipients through January 3, 2023. The grant date fair value of the award, totaling $19.6 million, is recorded as share-based compensation expense in the Company’s Consolidated Statements of Income (Loss) on a straight-line basis over the two year post-grant vesting period, net of any actual forfeitures. The shares awarded are restricted until fully vested. The holders of restricted shares may elect to surrender a portion of their shares on the vesting date to cover their income tax obligations. During the twelve months ended December 31, 2022 and 2021, 88,889 and 0 of the shares awarded were fully vested as a result of the occurrence of certain conditions other customary closing conditions, as suchthan required service, respectively. During the twelve months ended December 31, 2022 and 2021, 26,500 and 33,500 shares were forfeited, respectively.Number of Awards Weighted-Average Grant-Date Fair Value Per Award Balance as of December 31, 2020 $ — $ — Granted 1,317,035 $ 14.87 Vested — $ — Forfeited (33,500) $ 14.87 Balance as of December 31, 2021 1,283,535 $ 14.87 Granted 0 $ — Vested (88,889) $ 14.87 Forfeited (26,500) $ 14.87 Balance as of December 31, 2022 1,168,146 $ 14.87 liability at December 31, 2020. The proceeds fromcomponent of Salaries and employee benefits on the PIPE Investment were placed in an escrow account and were used to fund a portionConsolidated Statements of the cash considerationIncome (Loss).Merger on January 4, 2021.In connection with the Private Placement, the Sponsor,grant of incentive stock options, or ISOs, nonstatutory stock options, or NSOs, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance-based stock awards, and other forms of equity compensation, or collectively, stock awards, all which may be granted to employees, including officers, non-employee directors, and consultants of both the Company and a PIPE Investor entered into an agreement (“Agreementits affiliates. Additionally, the Equity Incentive Plan provides for the grant of performance cash awards. ISOs may be granted only to Transfer Sponsor Securities”),employees. All other awards may be granted to employees, including officers, and to non-employee directors and consultants.which the Sponsor will transfer 178,495 founder shares and 1,311,501 private placement warrants to the PIPE Investor, unless such transfer would trigger a warrant price adjustmentstock awards under the warrant agreement. After the Closing until the PIPE Investor, its affiliates or managed funds collectively hold less than 15%Equity Incentive Plan will not, and currently does not, exceed 10% of the issued and outstanding shares of our common stock. Grants were made under the Equity Incentive Plan for the twelve months ended December 31, 2022 and 2021 as described within Restricted Stock Units and Performance - Based Restricted Stock Units below as well as the grants of unrestricted shares to directors which vest immediately.Restricted Stock Units Performance-Based Restricted Stock Units Number of RSUs Weighted-Average Grant-Date Fair Value Per RSU Number of RSUs Weighted-Average Grant-Date Fair Value Per RSU Balance as of December 31, 2020 0 $ — 0 $ — Granted 360,100 $ 8.99 347,500 $ 7.09 Vested — $ — — $ — Forfeited (3,000) $ 9.44 — $ — Balance as of December 31, 2021 357,100 $ 8.99 347,500 $ 7.09 Granted 85,540 $ 7.87 — $ — Vested (93,275) $ 9.10 — $ — Forfeited (24,575) $ 9.79 (12,500) $ 7.09 Balance as of December 31, 2022 324,790 $ 8.84 335,000 $ 7.09 Company.Note 8 —Fair Value MeasurementThe Company follows the guidance in ASC 820private warrants are accounted for its financial assetsas liabilities and liabilities that are re-measured and reported at fair value atmarked-to-market each reporting period and non-financial assets and liabilities that are re-measured and reported atwith the change in fair value at least annually.recognized in earnings. In general, under the mark-to-market accounting model, as our stock price increases, the private warrant liability increases, and we recognize additional expense in our Company’sprivate warrants was estimated using a modified version of the Black-Scholes option pricing formula. We assumed a term for the private warrants equal to the contractual term from the merger date and then discounted the resulting value to the valuation date. Among the key inputs and assumptions used in the pricing formula at January 4, 2021: a term of 5.0 years; volatility of 20%; a dividend yield of zero; an underlying stock price of $14.76; a risk free interest rate of 0.38%; and a closing price of the public warrants of $2.50 per share.Twelve Months Ended
December 31,(amounts in thousands) 2022 2021 Revenues: Revenue recognized at point in time: Interchange and card revenue $ 22,318 $ 28,078 Servicing fees 44,581 45,105 Account fees 8,992 10,543 University fees - disbursement activity 1,108 1,401 Other revenue 1,720 5,286 Total revenue recognized at point in time 78,719 90,413 Revenue recognized over time: University fees - subscriptions 4,626 4,292 Other revenue - maintenance and support 252 — Total revenue recognized over time 4,878 4,292 Total revenues $ 83,597 $ 94,705 December 31, (amounts in thousands) 2022 2021 Deferred revenue, (current and non-current) $ 6,647 $ 15,577 Twelve Months Ended
December 31,(amounts in thousands) 2022 2021 Current (benefit) expense Federal $ (423) $ 3,945 State 12 1,807 Total current (benefit) expense $ (411) $ 5,752 Deferred (benefit) expense Federal $ (296) $ (1,676) State 8 (1,130) Change in valuation allowance 288 2,806 Total deferred (benefit) expense $ — $ — Total income tax (benefit) expense $ (411) $ 5,752 Twelve months ended December 31, 2022 2021 (amounts in thousands) Amount % of pretax loss Amount % of pretax income Federal income tax at statutory rate $ (250) 21.00 % $ 4,788 21.00 % State taxes, net of federal benefit (457) 38.48 % 216 0.95 % Change in fair value of warrant liabilities (1,694) 142.51 % (3,617) (15.87) % Change in valuation allowance 288 (24.23) % 2,806 12.31 % Nondeductible compensation 2,183 (183.64) % 1,532 6.72 % Tax credits (545) 45.86 % — — % Other 64 (5.39) % 27 0.13 % Total $ (411) 34.59 % $ 5,752 25.24 % reflects management’s estimateas of amountsDecember 31, 2022 and 2021:(amounts in thousands) December 31, 2022 December 31, 2021 Deferred tax assets: Deferred income $ — $ 788 Section 197 Intangibles 27,794 27,581 Nondeductible compensation 2,005 1,521 Accrued bonuses 162 125 Other 385 24 Less: Valuation Allowance (29,950) (29,662) Total deferred tax assets $ 396 $ 377 Deferred tax liabilities Depreciation (340) (377) Capitalized costs (56) — Total deferred tax liabilities $ (396) $ (377) Net deferred tax asset (liability) $ — $ — the Company would have received in connection with the salesome portion of the deferred tax assets will not be realized. In assessing the need for a valuation allowance, management considered the scheduled reversal of the deferred tax liabilities, the level of historical income, and the projected future taxable income over the periods in which the temporary difference comprising the deferred tax assets will be deductible. Based on its assessment, management determined that a full valuation allowance is necessary at December 31, 2022 and 2021. The deferred tax asset for the basis difference in the acquired assets and corresponding valuation allowance was recorded through equity.Twelve Months Ended
December 31,(amounts in thousands, except share and per share data) 2022 2021 Net (loss) income available to common shareholders $ (779) $ 17,043 Net (loss) income used for EPS $ (779) $ 17,043 Weighted-average number of common shares outstanding – basic 11,942 11,851 Weighted-average number of common shares outstanding – diluted 11,942 11,939 Basic (loss) earnings per common share $ (0.07) $ 1.44 Diluted (loss) earnings per common share $ (0.07) $ 1.43 Twelve Months Ended
December 31,(amounts in thousands) 2022 2021 Weighted-average number of common shares outstanding – basic 11,942 11,851 Add: Service-based RSUs — 88 Weighted-average number of common shares outstanding – diluted 11,942 11,939 Twelve Months Ended
December 31,(amounts in thousands) 2022 2021 Performance based shares 300 300 Public warrants 17,227 16,927 Private warrants 5,476 6,946 Performance based and market-condition RSUs 335 348 Service-based RSUs 309 — Total 23,647 24,521 in connection with theto transfer of the liabilitiesa liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for BMTX’s financial instruments. In connection with measuringcases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of its assets and liabilities, the Company seeks to maximize the useinstrument.observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about howfair value, focusing on an exit price in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants would price assetsat the measurement date under current market conditions. If there has been a significant decrease in the volume and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactionslevel of activity for the asset or liability, occur with sufficient frequency and volume to provide pricing information on an ongoing basis.Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:Description Level December 31,
2020 December 31,
2019 Assets: Marketable securities in Trust Account 1 $ 27,713,815 $ 175,410,617 Liabilities: Public Warrants 1 $ 49,093,778 $ 5,417,244 Private Placement Warrants 2 $ 26,880,161 $ 2,222,649 There were no transfers between different levels of the valuation hierarchy during the years ended December 31, 2020 or 2019. Transfer to/from Levels 1, 2, and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs.Public prices are used asthe use of multiple valuation inputs for bothtechniques may be appropriate. In such instances, determining the publicprice at which willing market participants would transact at the measurement date under current market conditions depends on the facts and private warrants.Note 9 — Restatementcircumstances and requires the use of Previously Issued Financial StatementsOn April 12, 2021,significant judgment. The fair value is a reasonable point within the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused in part on provisions in warrant agreements that provide for settlement of cash in a tender offerrange that is different than the underlying stock and the potential changes to the settlement amounts dependent upon the characteristicsmost representative of the warrant holder and because the holder of a warrant is not an input into the pricing of a fixed-for-fixed option on equity shares, such provisions would preclude the warrant from being classified in equity and thus the warrant should be classified as a liability.As a result of the SEC Statement, the Company reevaluated the accounting treatment of the public warrants and the private placement warrants issued in connection with the Company’s initial public offering that were originally recorded as equity. Because these warrants contain provisions whereby the settlement amount varies depending upon the characteristics of the warrant holder, and have the tender offer provisions that could preference one of our two classes of stock in the event of such tender offer, these warrants should have been recorded at fair value as a liability in the Company’s consolidated balance sheet.Accordingly, due to this restatement, the public warrants and the private placement warrants are now classified as a liability on the Company’s balance sheet at December 31, 2020 and December 31, 2019 and related interim periods. These warrants are measured atThe fair value initiallyguidance also establishes a fair value hierarchy and subsequently at each reporting date with changesdescribes the following three levels used to classify fair value measurements:Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2: Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability. Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported with little or no market activity). recognized as a gain or loss inhierarchy is based on the Company’s statementslowest level of operations. These warrants are deemed equity instruments for income tax purposes,input that is significant to the fair value measurement.accordingly, there is no tax accounting impact relatingassumptions were used to changes inestimate the fair value of these warrants.The Company’s management has concluded it is appropriate to restate (i) the Company’s previously issued auditedBMTX’s financial statementsinstruments as of December 31, 20202022 and December 31, 2019, as previously2021:in its Form 10-K and (ii) quarterly unaudited financial statementson the Consolidated Balance Sheets consists of non-interest bearing demand deposits, for the quarterly periods ended March 31, 2019, June 30, 2019, September 30, 2019, March 31, 2020, June 30, 2020 and September 30, 2020. which carrying value approximates fair value.restated classification and reported valuescarrying amount of accounts receivable approximates fair value because of the Warrants as accountedshort-term nature of these items.under ASC 815-40 are included in the financial statements herein.The impact of this correction to the applicable reporting periods for the financial statement line items impacted are presented as of and for the years ended December 31, 2020 and 2019.The following presents a reconciliation of the Balance Sheets, Statements of Operations, and Statements of Cash Flows from the prior periods as previously reported to the restated amounts.The Restatement Adjustments below reflect the entries to record the liability for the Public and Private Warrants issued as part of Megalith Financial Acquisition Corp.’s initial public offering and private placement, respectively, and to account for the adjustment to fair value of this liability at the end of each period presented. Publicprivate warrants was estimated using a modified version of the binomial lattice model incorporating the Cox-Ross-Rubenstein methodology at December 31, 2022 and Private Warrants was $13.8 milliona modified version of the Black-Scholes option pricing model for European calls at December 31, 2021. We assumed a term for the private warrants equal to the contractual term from the date of the merger with Megalith and $9.5 millionthen discounted the resulting value to the valuation date. Among the key inputs and assumptions used in the pricing formula at December 31, 2022 were the initial offeringfollowing: a term of 3.01 years; volatility of 43%; a dividend yield of zero; an underlying stock price of $5.21; a risk free interest rate of 4.17%; and a closing price of the public warrants of $0.52 per share. Among the key inputs and assumptions used in the pricing model at December 31, 2021 were the following: a term of 4 years; volatility of 35%; a dividend yield of zero; an underlying stock price of $9.21; a risk free interest rate of 1.11%; and a closing price of the public warrants of $1.87 per share. As of December 31, 2022 and 2021, the warrant liability is classified as a Level 3 fair value based upon the lowest level of input that is significant to the fair value measurement.2018, respectively. In addition, it was determined an expense2021 were as follows:Fair Value Measurements at December 31, 2022 (amounts in thousands) Carrying Amount Estimated Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash and cash equivalents $ 21,108 $ 21,108 $ 21,108 $ — $ — Accounts receivable, net 8,260 8,260 8,260 — — Liabilities: Liability for private warrants $ 2,847 $ 2,847 $ — $ — $ 2,847 Fair Value Measurements at December 31, 2021 (amounts in thousands) Carrying Amount Estimated Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash and cash equivalents $ 25,704 $ 25,704 $ 25,704 $ — $ — Accounts receivable, net 9,194 9,194 9,194 — — Liabilities: Liability for private warrants $ 13,614 $ 13,614 $ — $ — $ 13,614 approximately $0.6 million was incurredContentsto costs directly associatedparty of the Company. These relationships are described below.issuanceaccounts. Customers Bank retains any and all revenue generated from the funds held in the deposit accounts, and in exchange, pays us a 3% servicing fee based on average monthly deposit balances, subject to certain contractual adjustments, and a monthly interchange fee equal to all debit card interchange revenues on the demand deposit accounts, plus the difference between Durbin exempt and Durbin regulated interchange revenue.Public Warrants. These effectsDeposit Servicing Agreement, as a result of which, the Deposit Servicing Agreement would terminate effective December 31, 2022.reflectednot required by Applicable Law (as defined in the restated equity balances at January 1, 2019. For each subsequent quarter and year end, the liability was revalued and the change in fair value reflected in “Change in fair value of warrant liability” in the Statement of Operations. December 31, 2020 As
Reported Restatement
Adjustments As
Restated ASSETS CURRENT ASSETS Cash $ 43,178 $ - $ 43,178 Prepaid expenses and other assets 40,672 - 40,672 Total current assets 83,850 - 83,850 OTHER ASSETS Marketable securities held in trust account 27,713,815 - 27,713,815 Escrow for private placement 20,002,872 - 20,002,872 Total other assets 47,716,687 - 47,716,687 TOTAL ASSETS 47,800,537 - 47,800,537 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable 1,656,199 - 1,656,199 Private placement received in advance 20,002,872 - 20,002,872 Income taxes payable - - - Franchise taxes payable 30,000 - 30,000 Due to affiliates 45,000 - 45,000 Total current liabilities 21,734,071 - 21,734,071 LONG TERM LIABILITIES Deferred underwriting fee payable 6,771,556 - 6,771,556 Warrant Liability - 75,973,939 75,973,939 Total long term liabilities 6,771,556 75,973,939 82,745,495 Total liabilities 28,505,627 75,973,939 104,479,566 COMMITMENTS AND CONTINGENCIES Class A common stock subject to possible redemption, $0.0001 par value, 2,651,614 shares at redemption value of $10.10 per share at December 31, 2020 14,294,907 12,486,394 26,781,301 STOCKHOLDERS’ EQUITY Preferred stock, $0.0001 par value; 1,000,000 shares authorized; NaN issued and outstanding - - - Class A Common Stock; $0.0001 par value; 100,000,000 shares authorized; 0 shares issued and outstanding (excluding 2,651,614 shares subject to possible redemption), as of December 31, 2020 124 (124 ) - Class B Common Stock; $0.0001 par value; 10,000,000 shares authorized; 4,232,222 shares issued and outstanding as of December 31, 2020 423 - 423 Additional paid-in capital 3,233,443 (3,233,443 ) - Retained earnings (accumulated deficit) 1,766,013 (85,226,766 ) (83,460,753 ) Total stockholders’ equity 5,000,003 (88,460,333 ) (83,460,330 ) TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 47,800,537 $ 0 $ 47,800,537 December 31, 2019 As
Reported Restatement
Adjustments As
Restated ASSETS CURRENT ASSETS Cash $ 482,665 $ - $ 482,665 Prepaid expenses and other assets 37,571 - 37,571 Total current assets 520,236 - 520,236 OTHER ASSETS Marketable securities held in trust account 175,410,617 - 175,410,617 Escrow for private placement - - - Total other assets 175,410,617 - 175,410,617 TOTAL ASSETS 175,930,853 - 175,930,853 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable 111,968 - 111,968 Private placement received in advance - - - Income taxes payable 572,160 - 572,160 Franchise taxes payable 80,000 - 80,000 Due to affiliates - - - Total current liabilities 764,128 - 764,128 LONG TERM LIABILITIES Deferred underwriting fee payable 6,771,556 - 6,771,556 Warrant Liability - 7,639,893 7,639,893 Total long term liabilities 6,771,556 7,639,893 14,411,449 Total liabilities 7,535,684 7,639,893 15,175,577 COMMITMENTS AND CONTINGENCIES Class A common stock subject to possible redemption, $0.0001 par value, 15,421,314 shares at redemption value of $10.10 per share at December 31, 2019 163,395,164 (7,639,888 ) 155,755,276 STOCKHOLDERS’ EQUITY Preferred stock, $0.0001 par value; 1,000,000 shares authorized; NaN issued and outstanding - - - Class A Common Stock; $0.0001 par value; 100,000,000 shares authorized; 1,507,575 shares issued and outstanding (excluding 15,421,314 shares subject to possible redemption), as of December 31, 2019 76 75 151 Class B Common Stock; $0.0001 par value; 10,000,000 shares authorized; 4,232,222 shares issued and outstanding as of December 31, 2019 423 - 423 Additional paid-in capital 2,342,794 (2,342,794 ) - Retained earnings (accumulated deficit) 2,656,712 2,342,714 4,999,426 Total stockholders’ equity 5,000,005 (5 ) 5,000,000 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 175,930,853 $ 0 $ 175,930,853 For the year ended December 31, 2020 As
Reported Restatement
Adjustments As
Restated OPERATING EXPENSES General and administrative $ 292,252 $ - $ 292,252 Legal and professional fees 1,532,958 - 1,532,958 Franchise tax 200,000 - 200,000 Support services - related party 185,384 - 185,384 Total expenses 2,210,594 - 2,210,594 OTHER INCOME Other income 212,129 - 212,129 Change in fair value of warrant liability (68,334,046 ) (68,334,046 ) Interest income on investments held in Trust Account 1,405,514 - 1,405,514 Total other income 1,617,643 (68,334,046 ) (66,716,403 ) INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES (592,951 ) (68,334,046 ) (68,926,997 ) Income tax expense 297,748 - 297,748 NET LOSS $ (890,699 ) $ (68,334,046 ) $ (69,224,745 ) Weighted average shares outstanding of Class A common stock 8,655,806 - 8,655,806 Basic and diluted net income per share, Class A $ 0.13 $ (0.00 ) $ 0.13 Weighted average shares outstanding of Class B common stock 4,232,222 - 4,232,222 Basic and diluted net loss per share, Class B $ (0.48 ) $ (16.14 ) $ (16.62 ) For the year ended December 31, 2019 As
Reported Restatement
Adjustments As
Restated OPERATING EXPENSES General and administrative $ 155,854 $ - $ 155,854 Legal and professional fees 219,533 - 219,533 Franchise tax 200,000 - 200,000 Support services - related party 224,000 - 224,000 Total expenses 799,387 - 799,387 OTHER INCOME Other income - - - Change in fair value of warrant liability 1,909,973 1,909,973 Interest income on investments held in Trust Account 3,950,927 - 3,950,927 Total other income 3,950,927 1,909,973 5,860,900 INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES 3,151,540 1,909,973 5,061,513 Income tax expense 788,018 - 788,018 NET INCOME $ 2,363,522 $ 1,909,973 $ 4,273,495 Weighted average shares outstanding of Class A common stock 16,928,889 - 16,928,889 Basic and diluted net income per share, Class A $ 0.18 $ (0.00 ) $ 0.18 Weighted average shares outstanding of Class B common stock 4,232,222 - 4,232,222 Basic and diluted net loss per share, Class B $ (0.14 ) $ 0.45 $ 0.31 For the year ended December 31, 2020 As
Reported Restatement
Adjustments As
Restated CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (890,699 ) $ (68,334,046 ) $ (69,224,745 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Interest earned in Trust Account (1,405,514 ) - (1,405,514 ) Other income remitted directly to Trust Account (212,129 ) - (212,129 ) Change in fair value of warrant liability - 68,334,046 68,334,046 Changes in operating assets and liabilities: Prepaid expenses and other assets (3,101 ) - (3,101 ) Accounts payable 1,544,231 - 1,544,231 Income taxes payable (572,160 ) - (572,160 ) Franchise taxes payable (50,000 ) - (50,000 ) Net cash flows used in operating activities (1,589,372 ) - (1,589,372 ) CASH FLOWS FROM INVESTING ACTIVITIES Cash released from Trust Account for Class A common stock redemptions 148,155,560 - 148,155,560 Cash moved to escrow from private placement received in advance (20,002,872 ) - (20,002,872 ) Investment income released from Trust Account to pay taxes 1,104,885 - 1,104,885 Net cash flows provided by financing activities 129,257,573 - 129,257,573 CASH FLOWS FROM FINANCING ACTIVITIES Cash used for Class A common stock redemptions (148,155,560 ) - (148,155,560 ) Proceeds from private placement received in advance 20,002,872 - 20,002,872 Proceeds from due to affiliates 45,000 - 45,000 Net cash flows used in financing activities (128,107,688 ) - (128,107,688 ) NET CHANGE IN CASH (439,487 ) - (439,487 ) CASH, BEGINNING OF YEAR 482,665 - 482,665 CASH, END OF YEAR $ 43,178 $ - $ 43,178 Supplemental disclosure of noncash activities: Change in value of Class A common stock subject to possible redemption $ (149,100,257 ) $ 20,126,283 $ (128,973,974 ) Supplemental cash flow disclosure: Income taxes paid $ 904,885 $ - $ 904,885 For the year ended December 31, 2019 As
Reported Restatement
Adjustments As
Restated CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ 2,363,522 $ 1,909,973 $ 4,273,495 Adjustments to reconcile net income (loss) to net cash used in operating activities: Interest earned in Trust Account (3,950,927 ) - (3,950,927 ) Other income remitted directly to Trust Account - - - Change in fair value of warrant liability - (1,909,973 ) (1,909,973 ) Changes in operating assets and liabilities: Prepaid expenses and other assets 34,298 - 34,298 Accounts payable (146,591 ) - (146,591 ) Income taxes payable 355,314 - 355,314 Franchise taxes payable (120,000 ) - (120,000 ) Net cash flows used in operating activities (1,464,384 ) - (1,464,384 ) CASH FLOWS FROM INVESTING ACTIVITIES Cash released from Trust Account for Class A common stock redemptions - - - Cash moved to escrow from private placement received in advance - - - Investment income released from Trust Account to pay taxes 754,104 - 754,104 Net cash flows provided by financing activities 754,104 - 754,104 CASH FLOWS FROM FINANCING ACTIVITIES Cash used for Class A common stock redemptions - - - Proceeds from private placement received in advance - - - Proceeds from due to affiliates - - - Net cash flows used in financing activities - - - NET CHANGE IN CASH (710,280 ) - (710,280 ) CASH, BEGINNING OF YEAR 1,192,945 - 1,192,945 CASH, END OF YEAR $ 482,665 $ - $ 482,665 Supplemental disclosure of noncash activities: Change in value of Class A common stock subject to possible redemption $ 2,363,521 $ 1,909,974 $ 4,273,495 Supplemental cash flow disclosure: Income taxes paid $ 432,704 $ - $ 432,704 following presents a reconciliationobligations of the unaudited Balance Sheets fromCompany and Customers Bank under the balances previously reported2023 Deposit Servicing Agreement are similar to those under the restated balancesDeposit Processing Services Agreement; provided, however, that (i) as of March 31, 2020, June 30,2020, September 30, 2020,2023, the 2023 Deposit Servicing Agreement and not the Deposit Processing Services Agreement shall govern the terms, conditions, roles, responsibilities, duties, and obligations of the Company and Customers Bank with respect to the PLBPA and the Depositor Accounts (as defined in the 2023 Deposit Servicing Agreement); (ii) the Deposit Processing Services Agreement is amended to the extent necessary or advisable to effect the same, including, without limitation, such that “Depositor” under the Deposit Processing Services Agreement shall not include any T-Mobile Customer (as defined in the PLBPA); and (iii) there is a different fee structure under the 2023 Deposit Servicing Agreement from that set forth in the Deposit Processing Services Agreement. The initial term of the 2023 Deposit Servicing Agreement continues until February 24, 2025, and will automatically renew for additional one year terms unless either party gives written notice of non-renewal at least 180 days prior to the expiration of the then-current term. The 2023 Deposit Servicing Agreement may be terminated early by either party upon material breach, upon notice of an uncured objection from a regulatory authority, or by the Company upon 120 days’ written notice upon the satisfaction of certain conditions.2019, June 30, 20192022. In consideration for the services, we paid Customers Bank a service fee of $12,500 per month, plus any expenses associated with the services.September 30, 2019. As
Reported Restatement
Adjustments As
Restated ASSETS CURRENT ASSETS Cash $ 311,303 $ - $ 311,303 Prepaid expenses and other assets 26,946 - 26,946 Total current assets 338,249 - 338,249 OTHER ASSETS Marketable securities held in trust account 176,763,122 - 176,763,122 Escrow for private placement - - Total other assets 176,763,122 - 176,763,122 TOTAL ASSETS 177,101,371 - 177,101,371 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable 122,977 - 122,977 Private placement received in advance - - - Income taxes payable 845,702 - 845,702 Franchise taxes payable 50,000 - 50,000 Due to affiliates - - Total current liabilities 1,018,679 - 1,018,679 LONG TERM LIABILITIES Deferred underwriting fee payable 6,771,556 - 6,771,556 Warrant Liability - 5,252,427 5,252,427 Total long term liabilities 6,771,556 5,252,427 12,023,983 Total liabilities 7,790,235 5,252,427 13,042,662 COMMITMENTS AND CONTINGENCIES Class A common stock subject to possible redemption, $0.0001 par value, 15,748,387 shares at redemption value of $10.10 per share at March 31, 2020 164,311,133 (5,252,424 ) 159,058,709 STOCKHOLDERS’ EQUITY Preferred stock, $0.0001 par value; 1,000,000 shares authorized; NaN issued and outstanding - - - Class A Common Stock; $0.0001 par value; 100,000,000 shares authorized; 1,180,502 shares issued and outstanding (excluding 15,748,387 shares subject to possible redemption), as of March 31, 2020 67 51 118 Class B Common Stock; $0.0001 par value; 10,000,000 shares authorized; 4,232,222 shares issued and outstanding as of March 31, 2020 423 - 423 Additional paid-in capital 1,426,834 (1,426,834 ) - Retained earnings 3,572,679 1,426,780 4,999,459 Total stockholders’ equity 5,000,003 (3 ) 5,000,000 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 177,101,371 $ 0 $ 177,101,371 June 30, 2020
(unaudited) As
Reported Restatement
Adjustments As
Restated ASSETS CURRENT ASSETS Cash $ 599,156 $ - $ 599,156 Prepaid expenses and other assets 16,321 - 16,321 Total current assets 615,477 - 615,477 OTHER ASSETS Marketable securities held in trust account 33,164,861 - 33,164,861 Escrow for private placement - - Total other assets 33,164,861 - 33,164,861 TOTAL ASSETS 33,780,338 - 33,780,338 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable 221,898 - 221,898 Private placement received in advance - - - Income taxes payable 271,937 - 271,937 Franchise taxes payable 20,000 - 20,000 Due to affiliates - - Total current liabilities 513,835 - 513,835 LONG TERM LIABILITIES Deferred underwriting fee payable 6,771,556 - 6,771,556 Warrant Liability - 20,054,720 20,054,720 Total long term liabilities 6,771,556 20,054,720 26,826,276 Total liabilities 7,285,391 20,054,720 27,340,111 COMMITMENTS AND CONTINGENCIES Class A common stock subject to possible redemption, $0.0001 par value, 3,195,004 shares at redemption value of $10.10 per share at June 30, 2020 21,494,941 10,774,599 32,269,540 STOCKHOLDERS’ EQUITY Preferred stock, $0.0001 par value; 1,000,000 shares authorized; NaN issued and outstanding - - - Class A Common Stock; $0.0001 par value; 100,000,000 shares authorized; 0 shares issued and outstanding (excluding 3,195,004 shares subject to possible redemption), as of June 30, 2020 108 (108 ) - Class B Common Stock; $0.0001 par value; 10,000,000 shares authorized; 4,232,222 shares issued and outstanding as of June 30, 2020 423 - 423 Additional paid-in capital 1,671,219 (1,671,219 ) - Retained earnings (accumulated deficit) 3,328,256 (29,157,993 ) (25,829,737 ) Total stockholders’ equity 5,000,006 (30,829,320 ) (25,829,314 ) TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 33,780,338 $ 0 $ 33,780,338 September 30, 2020
(unaudited) As
Reported Restatement
Adjustments As
Restated ASSETS CURRENT ASSETS Cash $ 11,009 $ 11,009 Prepaid expenses and other assets 74,997 - 74,997 Total current assets 86,006 - 86,006 OTHER ASSETS Marketable securities held in trust account 33,178,146 - 33,178,146 Escrow for private placement - - Total other assets 33,178,146 - 33,178,146 TOTAL ASSETS 33,264,152 - 33,264,152 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable 951,622 - 951,622 Private placement received in advance - - - Income taxes payable - - - Franchise taxes payable 30,000 - 30,000 Due to affiliates - - Total current liabilities 981,622 - 981,622 LONG TERM LIABILITIES Deferred underwriting fee payable 6,771,556 - 6,771,556 Warrant Liability - 18,049,387 18,049,387 Total long term liabilities 6,771,556 18,049,387 24,820,943 Total liabilities 7,753,178 18,049,387 25,802,565 COMMITMENTS AND CONTINGENCIES Class A common stock subject to possible redemption, $0.0001 par value, 3,195,004 shares at redemption value of $10.10 per share at September 30, 2020 20,510,971 11,758,569 32,269,540 STOCKHOLDERS’ EQUITY Preferred stock, $0.0001 par value; 1,000,000 shares authorized; NaN issued and outstanding - - - Class A Common Stock; $0.0001 par value; 100,000,000 shares authorized; 0 shares issued and outstanding (excluding 3,195,004 shares subject to possible redemption), as of September 30, 2020 117 (117 ) - Class B Common Stock; $0.0001 par value; 10,000,000 shares authorized; 4,232,222 shares issued and outstanding as of September 30, 2020 423 - 423 Additional paid-in capital 2,655,181 (2,655,181 ) - Retained earnings (accumulated deficit) 2,344,282 (27,152,659 ) (24,808,377 ) Total stockholders’ equity 5,000,003 (29,807,957 ) (24,807,954 ) TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 33,264,152 $ (0 ) $ 33,264,152 March 31, 2019
(unaudited) As
Reported Restatement
Adjustments As
Restated ASSETS CURRENT ASSETS Cash $ 853,425 $ - $ 853,425 Prepaid expenses and other assets 69,446 - 69,446 Total current assets 922,871 - 922,871 OTHER ASSETS Marketable securities held in trust account 173,274,478 - 173,274,478 Escrow for private placement - - Total other assets 173,274,478 - 173,274,478 TOTAL ASSETS 174,197,349 - 174,197,349 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable 343,598 - 343,598 Private placement received in advance - - Income taxes payable 429,131 - 429,131 Franchise taxes payable 50,000 - 50,000 Due to affiliates - - Total current liabilities 822,729 - 822,729 LONG TERM LIABILITIES Deferred underwriting fee payable 6,771,556 - 6,771,556 Warrant Liability - 6,684,907 6,684,907 Total long term liabilities 6,771,556 6,684,907 13,456,463 Total liabilities 7,594,285 6,684,907 14,279,192 COMMITMENTS AND CONTINGENCIES Class A common stock subject to possible redemption, $0.0001 par value, 15,338,432 shares at redemption value of $10.10 per share at March 31, 2019 161,603,060 (6,684,902 ) 154,918,158 STOCKHOLDERS’ EQUITY Preferred stock, $0.0001 par value; 1,000,000 shares authorized; NaN issued and outstanding - - - Class A Common Stock; $0.0001 par value; 100,000,000 shares authorized; 1,590,457 shares issued and outstanding (excluding 15,338,432 shares subject to possible redemption), as of March 31, 2019 94 65 159 Class B Common Stock; $0.0001 par value; 10,000,000 shares authorized; 4,232,222 shares issued and outstanding as of March 31, 2020 423 - 423 Additional paid-in capital 4,134,879 (4,134,879 ) - Retained earnings 864,608 4,134,810 4,999,418 Total stockholders’ equity 5,000,004 (4 ) 5,000,000 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 174,197,349 $ 0 $ 174,197,349 June 30, 2019
(unaudited) As
Reported Restatement
Adjustments As
Restated ASSETS CURRENT ASSETS Cash $ 429,215 $ - $ 429,215 Prepaid expenses and other assets 58,821 - 58,821 Total current assets 488,036 - 488,036 OTHER ASSETS Marketable securities held in trust account 174,189,472 - 174,189,472 Escrow for private placement - - Total other assets 174,189,472 - 174,189,472 TOTAL ASSETS 174,677,508 - 174,677,508 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable 247,967 - 247,967 Private placement received in advance - - Income taxes payable 324,096 - 324,096 Franchise taxes payable 40,000 - 40,000 Due to affiliates - - Total current liabilities 612,063 - 612,063 LONG TERM LIABILITIES Deferred underwriting fee payable 6,771,556 - 6,771,556 Warrant Liability - 7,162,400 7,162,400 Total long term liabilities 6,771,556 7,162,400 13,933,956 Total liabilities 7,383,619 7,162,400 14,546,019 COMMITMENTS AND CONTINGENCIES Class A common stock subject to possible redemption, $0.0001 par value, 15,359,553 shares at redemption value of $10.10 per share at June 30, 2019. 162,293,880 (7,162,391 ) 155,131,489 STOCKHOLDERS’ EQUITY Preferred stock, $0.0001 par value; 1,000,000 shares authorized; NaN issued and outstanding Class A Common Stock; $0.0001 par value; 100,000,000 shares authorized; 1,569,336 shares issued and outstanding (excluding 15,359,553 shares subject to possible redemption), as of June 30, 2019 87 70 157 Class B Common Stock; $0.0001 par value; 10,000,000 shares authorized; 4,232,222 shares issued and outstanding as of June 30, 2019 423 - 423 Additional paid-in capital 3,444,067 (3,444,067 ) - Retained earnings 1,555,432 3,443,988 4,999,420 Total stockholders’ equity 5,000,009 (9 ) 5,000,000 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 174,677,508 $ 0 $ 174,677,508 September 30, 2019
(unaudited) As
Reported Restatement
Adjustments As
Restated ASSETS CURRENT ASSETS Cash $ 685,621 $ - $ 685,621 Prepaid expenses and other assets 48,196 - 48,196 Total current assets 733,817 - 733,817 OTHER ASSETS Marketable securities held in trust account 174,618,157 - 174,618,157 Escrow for private placement - - Total other assets 174,618,157 - 174,618,157 TOTAL ASSETS 175,351,974 - 175,351,974 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable 236,169 - 236,169 Private placement received in advance - - Income taxes payable 448,145 - 448,145 Franchise taxes payable 40,000 - 40,000 Due to affiliates - - Total current liabilities 724,314 - 724,314 LONG TERM LIABILITIES Deferred underwriting fee payable 6,771,556 - 6,771,556 Warrant Liability - 9,072,373 9,072,373 Total long term liabilities 6,771,556 9,072,373 15,843,929 Total liabilities 7,495,870 9,072,373 16,568,243 COMMITMENTS AND CONTINGENCIES Class A common stock subject to possible redemption, $0.0001 par value, 15,226,112 shares at redemption value of $10.10 per share at September 30, 2019 162,856,097 (9,072,366 ) 153,783,731 STOCKHOLDERS’ EQUITY Preferred stock, $0.0001 par value; 1,000,000 shares authorized; NaN issued and outstanding Class A Common Stock; $0.0001 par value; 100,000,000 shares authorized; 1,702,777 shares issued and outstanding (excluding 15,226,112 shares subject to possible redemption), as of September 30, 2019 81 90 171 Class B Common Stock; $0.0001 par value; 10,000,000 shares authorized; 4,232,222 shares issued and outstanding as of September 30, 2019 423 - 423 Additional paid-in capital 2,881,856 (1,534,111 ) 1,347,745 Retained earnings 2,117,647 1,534,015 3,651,662 Total stockholders’ equity 5,000,007 (7 ) 5,000,000 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 175,351,974 $ 0 $ 175,351,974 following presentsCompany provides a reconciliationmatching contribution equal to 50% of the unauditedfirst 6% of the contributions made by its eligible participating employees. The Company’s employer contributions to the 401(k) plan for the benefit of its employees for the twelve months ended December 31, 2022 and 2021 were $0.8 million and $0.7 million, respectively. These contributions are recorded in Salaries and employee benefits in the Consolidated Statements of Operations from the amounts previously reported to the restated amounts for the three month period ended March 31, 2020, the three and six month periods ended June 30, 2020, the three and nine month periods ended September 30, 2020, the three month period ended March 31, 2019, the three and six month periods ended June 30, 2019 and the three and nine month periods ended September 30, 2019.Income (Loss) For the three months ended March 31, 2020
(unaudited) As
Reported Restatement
Adjustments As
Restated OPERATING EXPENSES General and administrative $ 19,074 $ - $ 19,074 Legal and professional fees 41,768 - 41,768 Franchise tax 50,000 - 50,000 Support services - related party 52,154 - 52,154 Total expenses 162,996 - 162,996 OTHER INCOME Other income - - - Change in fair value of warrant liability - 2,387,467 2,387,467 Interest income on investments held in Trust Account 1,352,505 - 1,352,505 Total other income 1,352,505 2,387,467 3,739,972 INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES 1,189,509 2,387,467 3,576,976 Income tax expense 273,542 - 273,542 NET INCOME $ 915,967 $ 2,387,467 $ 3,303,434 Weighted average shares outstanding of Class A common stock 16,928,889 - 16,928,889 Basic and diluted net income per share, Class A $ 0.06 $ 0.00 $ 0.06 Weighted average shares outstanding of Class B common stock 4,232,222 - 4,232,222 Basic and diluted net loss per share, Class B $ (0.03 ) $ 0.57 $ 0.54 For the three months ended June 30, 2020
(unaudited) As
Reported Restatement
Adjustments As
Restated OPERATING EXPENSES General and administrative $ 13,820 $ - $ 13,820 Legal and professional fees 161,571 - 161,571 Franchise tax 50,000 - 50,000 Support services - related party 59,846 - 59,846 Total expenses 285,237 - 285,237 OTHER INCOME Other income - - - Change in fair value of warrant liability - (14,802,294 ) (14,802,294 ) Interest income on investments held in Trust Account 38,392 - 38,392 Total other income 38,392 (14,802,294 ) (14,763,902 ) INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES (246,845 ) (14,802,294 ) (15,049,139 ) Income tax expense (2,422 ) - (2,422 ) NET LOSS $ (244,423 ) $ (14,802,294 ) $ (15,046,717 ) Weighted average shares outstanding of Class A common stock 11,740,532 - 11,740,532 Basic and diluted net income per share, Class A $ - $ (0.00 ) $ (0.00 ) Weighted average shares outstanding of Class B common stock 4,232,222 - 4,232,222 Basic and diluted net loss per share, Class B $ (0.06 ) $ (3.49 ) $ (3.55 ) For the three months ended September 30, 2020
(unaudited) OPERATING EXPENSES General and administrative $ 49,172 $ - $ 49,172 Legal and professional fees 853,628 - 853,628 Franchise tax 50,000 - 50,000 Support services - related party 52,154 - 52,154 Total expenses 1,004,954 - 1,004,954 OTHER INCOME Other income - - - Change in fair value of warrant liability - 2,005,333 2,005,333 Interest income on investments held in Trust Account 13,285 - 13,285 Total other income 13,285 2,005,333 2,018,618 INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES (991,669 ) 2,005,333 1,013,664 Income tax expense (7,695 ) - (7,695 ) NET INCOME $ (983,974 ) $ 2,005,333 $ 1,021,359 Weighted average shares outstanding of Class A common stock 3,195,004 - 3,195,004 Basic and diluted net income per share, Class A $ - $ (0.01 ) $ (0.01 ) Weighted average shares outstanding of Class B common stock 4,232,222 - 4,232,222 Basic and diluted net (loss) income per share, Class B $ (0.23 ) $ 0.48 $ 0.25 For the six months ended June 30, 2020
(unaudited) OPERATING EXPENSES General and administrative $ 32,895 $ - $ 32,895 Legal and professional fees 203,338 - 203,338 Franchise tax 100,000 - 100,000 Support services - related party 112,000 - 112,000 Total expenses 448,233 - 448,233 OTHER INCOME Other income - - - Change in fair value of warrant liability - (12,414,827 ) (12,414,827 ) Interest income on investments held in Trust Account 1,390,897 - 1,390,897 Total other income 1,390,897 (12,414,827 ) (11,023,930 ) INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES 942,664 (12,414,827 ) (11,472,163 ) Income tax expense 271,120 - 271,120 NET LOSS $ 671,544 $ (12,414,827 ) $ (11,743,283 ) Weighted average shares outstanding of Class A common stock 14,334,711 - 14,334,711 Basic and diluted net income per share, Class A $ 0.07 $ 0.00 $ 0.07 Weighted average shares outstanding of Class B common stock 4,232,222 - 4,232,222 Basic and diluted net loss per share, Class B $ (0.08 ) $ (2.94 ) $ (3.02 ) For the nine months ended September 30, 2020
(unaudited) OPERATING EXPENSES General and administrative $ 82,067 $ - $ 82,067 Legal and professional fees 1,056,966 - 1,056,966 Franchise tax 150,000 - 150,000 Support services - related party 164,154 - 164,154 Total expenses 1,453,187 - 1,453,187 OTHER INCOME Other income - - - Change in fair value of warrant liability - (10,409,494 ) (10,409,494 ) Interest income on investments held in Trust Account 1,404,182 - 1,404,182 Total other income (10,409,494 ) (9,005,312 ) INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES (49,005 ) (10,409,494 ) (10,458,499 ) Income tax expense 263,425 - 263,425 NET LOSS $ (312,430 ) $ (10,409,494 ) $ (10,721,924 ) Weighted average shares outstanding of Class A common stock 10,566,869 - 10,566,869 Basic and diluted net income per share, Class A $ 0.09 $ 0.00 $ 0.09 Weighted average shares outstanding of Class B common stock 4,232,222 - 4,232,222 Basic and diluted net loss per share, Class B $ (0.31 ) $ (2.46 ) $ (2.77 ) For the three months ended March 31, 2019
(unaudited) OPERATING EXPENSES General and administrative $ 123,248 $ - $ 123,248 Legal and professional fees 51,579 - 51,579 Franchise tax 50,000 - 50,000 Support services - related party 52,154 - 52,154 Total expenses 276,981 - 276,981 OTHER INCOME Other income - - - Change in fair value of warrant liability - 2,864,960 2,864,960 Interest income on investments held in Trust Account 1,060,684 - 1,060,684 Total other income 1,060,684 2,864,960 3,925,644 INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES 783,703 2,864,960 3,648,663 Income tax expense 212,285 - 212,285 NET INCOME $ 571,418 $ 2,864,960 $ 3,436,378 Weighted average shares outstanding of Class A common stock 16,928,889 - 16,928,889 Basic and diluted net income per share, Class A $ 0.05 $ (0.00 ) $ 0.05 Weighted average shares outstanding of Class B common stock 4,232,222 - 4,232,222 Basic and diluted net (loss) income per share, Class B $ (0.05 ) $ 0.67 $ 0.62 For the three months ended June 30, 2019
(unaudited) As
Reported Restatement
Adjustments As
Restated OPERATING EXPENSES General and administrative $ 17,263 $ - $ 17,263 Legal and professional fees 57,769 - 57,769 Franchise tax 70,000 - 70,000 Support services - related party 59,846 - 59,846 Total expenses 204,878 - 204,878 OTHER INCOME Other income - - - Change in fair value of warrant liability - (477,493 ) (477,493 ) Interest income on investments held in Trust Account 1,115,194 - 1,115,194 Total other income 1,115,194 (477,493 ) 637,701 INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES 910,316 (477,493 ) 432,823 Income tax expense 219,492 - 219,492 NET INCOME $ 690,824 $ (477,493 ) $ 213,331 Weighted average shares outstanding of Class A common stock 16,928,889 - 16,928,889 Basic and diluted net income per share, Class A $ 0.05 $ (0.00 ) $ 0.05 Weighted average shares outstanding of Class B common stock 4,232,222 - 4,232,222 Basic and diluted net loss per share, Class B $ (0.03 ) $ (0.11 ) $ (0.14 ) For the three months ended September 30, 2019
(unaudited) As
Reported Restatement
Adjustments As
Restated OPERATING EXPENSES General and administrative $ 24,411 $ - $ 24,411 Legal and professional fees 30,383 - 30,383 Franchise tax 40,000 - 40,000 Support services - related party 52,154 - 52,154 Total expenses 146,948 - 146,948 OTHER INCOME Other income - - - Change in fair value of warrant liability - (1,909,973 ) (1,909,973 ) Interest income on investments held in Trust Account 887,300 - 887,300 Total other income 887,300 (1,909,973 ) (1,022,673 ) INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES 740,352 (1,909,973 ) (1,169,621 ) Income tax expense 178,137 - 178,137 NET LOSS $ 562,215 $ (1,909,973 ) $ (1,347,758 ) Weighted average shares outstanding of Class A common stock 16,928,889 - 16,928,889 Basic and diluted net income per share, Class A $ 0.04 $ (0.00 ) $ 0.04 Weighted average shares outstanding of Class B common stock 4,232,222 - 4,232,222 Basic and diluted net loss per share, Class B $ (0.03 ) $ (0.45 ) $ (0.48 ) For the six months ended June 30, 2019
(unaudited) As
Reported Restatement
Adjustments As
Restated OPERATING EXPENSES General and administrative $ 119,619 $ - $ 119,619 Legal and professional fees 130,239 - 130,239 Franchise tax 120,000 - 120,000 Support services - related party 112,000 - 112,000 Total expenses 481,858 - 481,858 OTHER INCOME Other income - - - Change in fair value of warrant liability - 2,387,467 2,387,467 Interest income on investments held in Trust Account 2,175,878 - 2,175,878 Total other income 2,175,878 2,387,467 4,563,345 INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES 1,694,020 2,387,467 4,081,487 Income tax expense 431,778 - 431,778 NET INCOME $ 1,262,242 $ 2,387,467 $ 3,649,709 Weighted average shares outstanding of Class A common stock 16,928,889 - 16,928,889 Basic and diluted net income per share, Class A $ 0.10 $ (0.00 ) $ 0.10 Weighted average shares outstanding of Class B common stock 4,232,222 - 4,232,222 Basic and diluted net income per share, Class B $ - $ 0.48 $ 0.48 For the nine months ended September 30, 2019
(unaudited) As
Reported Restatement
Adjustments As
Restated OPERATING EXPENSES General and administrative $ 144,030 $ - $ 144,030 Legal and professional fees 160,622 - 160,622 Franchise tax 160,000 - 160,000 Support services - related party 164,154 - 164,154 Total expenses 628,806 - 628,806 OTHER INCOME Other income - - - Change in fair value of warrant liability - 477,493 477,493 Interest income on investments held in Trust Account 3,063,178 - 3,063,178 Total other income 3,063,178 477,493 3,540,671 INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES 2,434,372 477,493 2,911,865 Income tax expense 609,915 - 609,915 NET INCOME $ 1,824,457 $ 477,493 $ 2,301,950 Weighted average shares outstanding of Class A common stock 16,928,889 - 16,928,889 Basic and diluted net income per share, Class A $ 0.14 $ (0.00 ) $ 0.14 Weighted average shares outstanding of Class B common stock 4,232,222 - 4,232,222 Basic and diluted net (loss) income per share, Class B $ (0.11 ) $ 0.11 $ 0.54 The following tables contain the restatement of previously reported unaudited Statements of Cash Flows for the three month period ended March 31, 2020, the six month period ended June 30, 2020, the nine month period ended September 30, 2020, the three month period ended March 31, 2019, the six month period ended June 30, 2019 and the nine month period ended September 30, 2019. For the three months ended March 31, 2020
(unaudited) As
Reported Restatement
Adjustments As
Restated CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 915,967 $ 2,387,467 $ 3,303,434 Adjustments to reconcile net income to net cash used in operating activities: Interest earned in Trust Account (1,352,505 ) - (1,352,505 ) Change in fair value of warrant liability - (2,387,467 ) (2,387,467 ) Changes in operating assets and liabilities: Prepaid expenses and other assets 10,625 - 10,625 Accounts payable 11,009 - 11,009 Income taxes payable 273,542 - 273,542 Franchise taxes payable (30,000 ) - (30,000 ) Net cash flows used in operating activities (171,362 ) - (171,362 ) NET DECREASE IN CASH (171,362 ) - (171,362 ) CASH, BEGINNING OF PERIOD 482,665 - 482,665 CASH, END OF PERIOD $ 311,303 - $ 311,303 Supplemental disclosure of noncash activities: Change in value of Class A common stock subject to possible redemption $ 915,969 (4,219,403 ) $ (3,303,434 ) For the six months ended June 30, 2020
(unaudited) As
Reported Restatement
Adjustments As
Restated CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 671,544 $ (12,414,827 ) $ (11,743,283 ) Adjustments to reconcile net income to net cash used in operating activities: Interest earned in Trust Account (1,390,897 ) - (1,390,897 ) Change in fair value of warrant liability - 12,414,827 12,414,827 Changes in operating assets and liabilities: Prepaid expenses and other assets 21,250 - 21,250 Accounts payable 109,930 - 109,930 Income taxes payable (300,223 ) - (300,223 ) Franchise taxes payable (60,000 ) - (60,000 ) Net cash flows used in operating activities (948,396 ) - (948,396 ) CASH FLOWS FROM INVESTING ACTIVITIES Cash released from Trust Account for Class A common stock redemptions 142,571,767 - 142,571,767 Investment income released from Trust Account to pay taxes 1,064,887 - 1,064,887 Net cash flows used in financing activities 143,636,654 - 143,636,654 CASH FLOWS FROM FINANCING ACTIVITIES Cash used for Class A common stock redemption (142,571,767 ) - (142,571,767 ) Net cash flows provided by financing activities (142,571,767 ) - (142,571,767 ) NET INCREASE (DECREASE) IN CASH 116,491 - 116,491 CASH, BEGINNING OF PERIOD 482,665 - 482,665 CASH, END OF PERIOD $ 599,156 $ - $ 599,156 Supplemental disclosure of noncash activities: Federal income taxes paid from operating account 571,343 - 571,343 Change in value of Class A common stock subject to possible redemption $ (141,900,223 ) $ 18,414,488 $ (123,485,735 ) For the nine months ended September 30, 2020
(unaudited) As
Reported Restatement
Adjustments As
Restated CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (312,430 ) $ (10,409,494 ) $ (10,721,924 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Interest earned in Trust Account (1,404,182 ) - (1,404,182 ) Change in fair value of warrant liability - 10,409,494 10,409,494 Changes in operating assets and liabilities: Prepaid expenses and other assets (37,426 ) - (37,426 ) Accounts payable 839,654 - 839,654 Income taxes payable (572,160 ) - (572,160 ) Franchise taxes payable (50,000 ) - (50,000 ) Net cash flows used in operating activities (1,536,544 ) - (1,536,544 ) CASH FLOWS FROM INVESTING ACTIVITIES Cash released from Trust Account for Class A common stock redemptions 142,571,768 - 142,571,768 Investment income released from Trust Account to pay taxes 1,064,888 - 1,064,888 Net cash flows provided by investing activities 143,636,656 - 143,636,656 CASH FLOWS FROM FINANCING ACTIVITIES Cash used for Class A common stock redemptions (142,571,768 ) - (142,571,768 ) Net cash flows used in financing activities (142,571,768 ) - (142,571,768 ) NET DECREASE IN CASH (471,656 ) - (471,656 ) CASH, BEGINNING OF PERIOD 482,665 - 482,665 CASH, END OF PERIOD $ 11,009 $ - $ 11,009 Supplemental disclosure of noncash activities: Federal income taxes paid from operating account $ 904,885 $ - $ 904,885 Change in value of Class A common stock subject to possible redemption $ (142,884,193 ) $ 19,398,458 $ (123,485,735 ) For the three months ended March 31, 2019
(unaudited) As
Reported Restatement
Adjustments As
Restated CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 571,418 $ 2,864,960 $ 3,436,378 Adjustments to reconcile net income to net cash used in operating activities: Interest earned in Trust Account (1,060,684 ) - (1,060,684 ) Change in fair value of warrant liability - (2,864,960 ) (2,864,960 ) Changes in operating assets and liabilities: Prepaid expenses and other assets 2,423 - 2,423 Accounts payable 85,039 - 85,039 Income taxes payable 212,285 - 212,285 Franchise taxes payable (150,000 ) - (150,000 ) Net cash flows used in operating activities (339,519 ) - (339,519 ) NET DECREASE IN CASH (339,520 ) - (339,520 ) CASH, BEGINNING OF PERIOD 1,192,945 - 1,192,945 CASH, END OF PERIOD $ 853,425 - 853,425 Supplemental disclosure of noncash activities: Change in value of Class A common stock subject to possible redemption $ 571,417 2,864,961 3,436,378 For the six months ended June 30, 2019
(unaudited) As
Reported Restatement
Adjustments As
Restated CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 1,262,242 $ 2,387,467 $ 3,649,709 Adjustments to reconcile net income to net cash used in operating activities: Interest earned in Trust Account (2,175,878 ) - (2,175,878 ) Change in fair value of warrant liability - (2,387,467 ) (2,387,467 ) Changes in operating assets and liabilities: Prepaid expenses and other assets 13,048 - 13,048 Accounts payable (10,592 ) - (10,592 ) Income taxes payable 107,250 - 107,250 Franchise taxes payable (160,000 ) - (160,000 ) Net cash flows used in operating activities (963,930 ) (963,930 ) CASH FLOWS FROM INVESTING ACTIVITIES Cash released from Trust Account for Class A common stock redemptions - - - Investment income released from Trust Account to pay taxes 200,200 - 200,200 Net cash flows used in financing activities 200,200 - 200,200 CASH FLOWS FROM FINANCING ACTIVITIES Cash used for Class A common stock redemption - - - Net cash flows provided by financing activities - - - NET INCREASE (DECREASE) IN CASH (763,730 ) - (763,730 ) CASH, BEGINNING OF PERIOD 1,192,945 - 1,192,945 CASH, END OF PERIOD $ 429,215 $ - $ 429,215 Supplemental disclosure of noncash activities: Federal income taxes paid from operating account $ 324,528 $ - $ 324,528 Change in value of Class A common stock subject to possible redemption $ 1,262,237 $ 2,387,472 $ 3,649,709 For the nine months ended September 30, 2019
(unaudited) As
Reported Restatement
Adjustments As
Restated CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ 1,824,457 $ 477,493 $ 2,301,950 Adjustments to reconcile net income (loss) to net cash used in operating activities: Interest earned in Trust Account (3,063,178 ) - (3,063,178 ) Change in fair value of warrant liability - (477,493 ) (477,493 ) Changes in operating assets and liabilities: Prepaid expenses and other assets 23,673 - 23,673 Accounts payable (22,390 ) - (22,390 ) Income taxes payable 231,299 - 231,299 Franchise taxes payable (160,000 ) - (160,000 ) - Net cash flows used in operating activities (1,166,139 ) - (1,166,139 ) - CASH FLOWS FROM INVESTING ACTIVITIES - Cash released from Trust Account for Class A common stock redemptions - - - Investment income released from Trust Account to pay taxes 658,815 - 658,815 - Net cash flows provided by investing activities 658,815 - 658,815 - CASH FLOWS FROM FINANCING ACTIVITIES - Cash used for Class A common stock redemptions - - - - Net cash flows used in financing activities - - - - NET DECREASE IN CASH (507,324 ) - (507,324 ) - CASH, BEGINNING OF PERIOD 1,192,945 - 1,192,945 - CASH, END OF PERIOD $ 685,621 $ - $ 685,621 - Supplemental disclosure of noncash activities: - Federal income taxes paid from operating account $ 378,616 $ - $ 378,616 Change in value of Class A common stock subject to possible redemption $ 1,824,454 $ 477,496 $ 2,301,950 Note 10 — Subsequent Eventsconsummatedentered into a Software License Agreement with Customers Bank which provides it with a non-exclusive, non-transferable, royalty-free license to utilize our mobile banking technology for a period up to 10 years. The Software License Agreement is cancellable by Customers Bank at any time, without notice, and without penalty, and for any reason or no reason at all. To date, Customers Bank has not utilized the Company’s mobile banking technology and zero consideration has been paid or recognized under the Software License Agreement.combination (the “Closing”) contemplatedin the territory (both as defined in the Non-Competition Agreement), except for white label digital banking services with previously identified parties and passive investments of no more than 2% of a class of equity interests of a competitor that is publicly traded. Customers Bank also agreed not to directly or indirectly hire or solicit any employees of the Company.Plan of Merger, dated as of August 6, 2020 (as amended, the “MergerGeneral Release (the “Separation Agreement”), by providing, in addition to certain customary terms and amongconditions, that Mr. Ramsey’s employment with the Company MFAC Merger Sub Inc.,will end on March 31, 2023 (the “Separation Date”) and that, until the Separation Date, Mr. Ramsey will serve in the role of Head of Corporate Development for the Company and will receive his current base salary pro rata for such period. The Separation Agreement provides that upon satisfactory performance of the duties outlined through the Separation Date, Mr. Ramsey will receive severance related payments (net of applicable withholdings and deductions) totaling approximately $153 thousand as well as reimbursement of four weeks COBRA and payments for all earned and unused paid time off.Pennsylvania corporationtermination of Mr. Dullinger’s employment without cause or by Mr. Dullinger for good reason as those terms are defined in the Dullinger Employment Agreement;indirect wholly-owned subsidiaryadditional term of one (1) year, unless either party delivers notice to the contrary to the other party at least sixty (60) days prior to such one (1) year anniversary.(“Merger Sub”), BankMobile Technologies, Inc.,appointed Rajinder Singh to serve as a Pennsylvania corporation (“BankMobile”Board member until the Company’s next annual meeting of shareholders. Mr. Singh was appointed to fill a vacancy on the Board of Directors that resulted from an increase in the size of the Board of Directors from seven to eight members. On March 24, 2023, and subsequent to Mr. Singh’s appointment to the Board of Directors, it was determined to appoint Mr. Singh the Company’s Co-CEO, and in connection with that appointment, Mr. Singh resigned his position on the Board of Directors and became a Board observer. Mr. Singh’s decision was not related to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices., which provides for:a Pennsylvania state chartered bankentered into the 2023 Deposit Servicing Agreement, under which, effective March 31, 2023, the Company will perform, on behalf of Customers Bank, Customer Bank’s services, duties, and obligations under the sole stockholder of BankMobile (“PLBPA by and between Customers Bank”),Bank and Customers Bancorp,T-Mobile USA, Inc., a Pennsylvania corporation and that are not required by Applicable Law (as defined in the parent bank holding company for Customers Bank.As a result of the Closing and the transactions contemplated2023 Deposit Servicing Agreement) to be provided by the Merger Agreement, (i) BankMobile merged with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger as a wholly-owned indirect subsidiaryan FDIC insured financial institution. The obligations of the Company and Customers Bank under the 2023 Deposit Servicing Agreement are similar to those under the Deposit Processing Services Agreement; provided, however, that (i) as of March 31, 2023, the 2023 Deposit Servicing Agreement and not the Deposit Processing Services Agreement shall govern the terms, conditions, roles, responsibilities, duties, and obligations of the Company and Customers Bank with respect to the PLBPA and the Depositor Accounts (as defined in the 2023 Deposit Servicing Agreement); (ii) the Company’s name was changedDeposit Processing Services Agreement is amended to the extent necessary or advisable to effect the same, including, without limitation, such that “Depositor” under the Deposit Processing Services Agreement shall not include any T-Mobile Customer (as defined in the PLBPA); and (iii) there is a different fee structure under the 2023 Deposit Servicing Agreement from Megalith Financial Acquisition Corp.that set forth in the Deposit Processing Services Agreement. The initial term of the 2023 Deposit Servicing Agreement continues until February 24, 2025, and will automatically renew for additional one year terms unless either party gives written notice of non-renewal at least 180 days prior to BM Technologies, Inc.the expiration of the then-current term. The 2023 Deposit Servicing Agreement may be terminated early by either party upon material breach, upon notice of an uncured objection from a regulatory authority, or by the Company upon 120 days’ written notice upon the satisfaction of certain conditions.evaluated subsequent eventsremediated the material weaknesses through activities including, but not limited to, (a) more clearly defined Management and transactions that occurred afterBoard of Director oversight, structures, reporting lines, and responsibilities, (b) hiring of additional resources with requisite skills and experience, (c) ongoing evaluations to ascertain whether the balance sheet date upcomponents of internal control over financial reporting are present and functioning, and (d) enhancements to internal processes to evaluate and communicate internal control over financial reporting deficiencies in a timely manner to those parties responsible for taking corrective action.dateaccounting function who have deeper technical accounting training and experience. Management utilized these personnel to perform a comprehensive review and enhancement of its internal accounting policies and procedures including accounting for related party disclosures, payroll and employee benefits, share-based compensation, classification of contract assets, contract liabilities, receivables, and payables, and trade accounts payable in accordance with U.S. generally accepted accounting principles.consolidated financial statementspreviously identified material weaknesses were available to be issued on July 12, 2021. remediated as of December 31, 2022.restatementschanges described above, in Note 9, the Company determined that there have been no other eventschanges in our internal control over financial reporting that occurred during the fourth quarter of the year ended December 31, 2022 that have occurredmaterially affected, or are reasonably likely to materially affect, our internal control over financial reporting.would require adjustmentspermit us to the disclosures of the consolidated financial statements.A B C Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, Rights, and RSUs. Weighted-Average Exercise Price of Outstanding Options, Warrants, Rights, and RSUs. Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (A)) Plan Category Equity compensation plans approved by security holders N/A Equity compensation plans not approved by security holders — — — Total 765,065 954,972 Exhibit No. Description Description2.1† 2.2† 2.3† 3.1 3.2 4.1 4.2 4.3† 10.1† 10.2† 10.3† 10.4 10.5 10.510.610.610.710.7+10.8+10.17Amended and Restated Private Placement Warrants Purchase Agreement, dated August 23, 2018, between the Company and Chardan (incorporated by reference to Megalith’s Form 8-K, filed with the SEC on August 29, 2018).14.110.20+24.1Power of Attorney (included in the signature page to the registration statement).31.1 31.2 31.3 32.1 32.2 32.3 101.INS XBRL Instance Document* 101.SCH XBRL Taxonomy Extension Schema* 101.CAL XBRL Taxonomy Calculation Linkbase* 101.LAB XBRL Taxonomy Label Linkbase* 101.PRE XBRL Definition Linkbase Document* 101.DEF XBRL Definition Linkbase Document* *104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith ** † Schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Registration S-K. The registrant hereby agrees to
furnish a copy of any omitted schedules to the Commission upon request.Furnished herewith + Indicates a management or compensatory plan.SIGNATURESJuly 13, 2021March 31, 2023BM Technologies, Inc. (Registrant) By: /s/ Luvleen Sidhu Name: Luvleen Sidhu Title: Chief Executive Officer (Principal Executive Officer) March 31, 2023 BM Technologies, Inc. (Registrant) By: /s/ Rajinder Singh Name: Rajinder Singh Title: Co-Chief Executive Officer (Principal Executive Officer) March 31, 2023 BM Technologies, Inc. (Registrant) By: /s/ James Dullinger Name: James Dullinger Title: Chief Financial Officer (Principal Financial and Accounting Officer) Reportreport has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.SIGNATURESignaturesTITLETitleDATEDate/s/ Luvleen Sidhu Chief Executive Officer and Director July 13, 2021March 31, 2023Luvleen Sidhu ( principal executive officer)Principal Executive Officer)/s/ Rajinder Singh Co-Chief Executive Officer March 31, 2023 Rajinder Singh (Principal Executive Officer) /s/ Robert RamseyJames DullingerChief Financial Officer July 13, 2021March 31, 2023Robert RamseyJames Dullinger(principal financial officer) (Principal Financial and Accounting Officer)/s/ Stephen BaranowskiJohn DolanChief Accounting OfficerDirectorJuly 13, 2021March 31, 2023Stephen BaranowskiJohn Dolan(principal accounting officer)/s/ Pankaj DinodiaMike GillDirector July 13, 2021March 31, 2023Pankaj DinodiaMike Gill/s/ Aaron Hodari Director March 31, 2023 Aaron Hodari /s/ Brent Hurley Director March 31, 2023 Brent Hurley /s/ A.J. Dunklau Director July 13, 2021March 31, 2023A.J. Dunklau /s/ Brent HurleyDirectorJuly 13, 2021Brent Hurley/s/ Marcy Schwab Director July 13, 2021March 31, 2023Marcy Schwab /s/ Mike GillDirectorJuly 13, 2021Mike Gill/s/ Aaron HodariDirectorJuly 13, 2021Aaron Hodariiso4217:USD xbrli:shares71