☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
☐TRANSITION REPORT PURSUANT TO SECTION 13 March 31, 2022
| ☐ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | ||||
| Delaware | 82-3410369 | ||||||||||
(State or other jurisdiction of incorporation or organization) | ( Identification No.) | ||||||||||
| |||||||||||
| 201 King of Prussia Road, Suite 350 | |||||||||||
| Wayne, Pennsylvania | 19087 | ||||||||||
| (Address of Principal | (Zip-Code) | ||||||||||
| Name of each exchange on which registered | ||||||||
| BMTX | NYSE American LLC | |||||||
| Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share | BMTX-WT | NYSE American LLC |
As of November 14, 2018, there were 16,928,889 shares of the Company’s Class A common stock
MEGALITH FINANCIAL ACQUISITION CORPORATION
TABLE OF CONTENTS
| Quantitative and Qualitative Disclosures About Market Risk | |||||||
| Controls and Procedures | |||||||
i
Information As of September 30, 2018 As of December 31, 2017 — UNAUDITED For the nine months September 30, 2018 disbursement services to consumers and students nationwide through a full service fintech banking platform, accessible to customers anywhere and anytime through digital channels. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES The preparation of interim unaudited consolidated financial statements in conformity with U.S. GAAP requiresMegalithAcquisition Corp. (unaudited) ASSETS CURRENT ASSETS Cash $ 1,556,065 $ 609 Prepaid expenses and other assets 82,493 - Total current assets 1,638,558 609 OTHER ASSETS Marketable securities held in trust account 171,223,302 - Deferred offering costs - 81,387 Total other assets 171,223,302 81,387 TOTAL ASSETS $ 172,861,860 $ 81,996 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable $ 230,719 $ 24,037 Income taxes payable 50,720 0 Franchise taxes payable 200,000 0 Note payable to Sponsor - 2,000 Due to affiliates - 32,726 Total current liabilities 481,439 58,763 LONG TERM LIABILITIES Deferred underwriting fee payable 6,771,556 - Total long term liabilities 6,771,556 - Total liabilities 7,252,995 58,763 COMMITMENTS AND CONTINGENCIES Class A common stock subject to possible redemption, $0.0001 par value, 15,901,867 and 0 shares at redemption value of $10.10 per share at September 30, 2018 and December 31, 2017, respectively. 160,608,857 - 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; 1,027,022 and 0 shares issued and outstanding (excluding 15,901,867 and 0 shares subject to possible redemption) as of September 30, 2018 and December 31, 2017, respectively. 103 - Class B Common Stock; $0.0001 par value; 10,000,000 shares authorized; 4,232,222 and 4,312,500 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively. 423 431 Additional paid-in capital 5,129,074 24,569 Accumulated deficit (129,592 ) (1,767 ) Total stockholders’ equity 5,000,008 23,233 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 172,861,860 $ 81,996 The — UNAUDITEDMarch 31,
2022December 31,
2021ASSETS Cash and cash equivalents $ 30,554 $ 25,704 Accounts receivable, net of allowance for doubtful accounts of $33 and $79 10,199 9,194 Prepaid expenses and other assets 2,589 2,099 Total current assets 43,342 36,997 Premises and equipment, net 416 346 Developed software, net 27,669 28,593 Goodwill 5,259 5,259 Other intangibles, net 4,669 4,749 Other assets 316 398 Total assets $ 81,671 $ 76,342 LIABILITIES AND SHAREHOLDERS’ EQUITY Liabilities: Accounts payable and accrued liabilities $ 8,772 $ 6,947 Taxes payable 3,137 1,807 Current portion of operating lease liabilities 236 416 Deferred revenue, current 15,774 15,387 Total current liabilities 27,919 24,557 Non-current liabilities: Deferred revenue, non-current 120 190 Liability for private warrants 8,268 13,614 Total liabilities $ 36,307 $ 38,361 Commitments and contingencies (Note 8) 0 0 Shareholders’ equity: Preferred stock: Par value $0.0001 per share; 10,000,000 authorized, NaN issued or outstanding at both March 31, 2022 and December 31, 2021 $ — $ — Common stock: Par value $0.0001 per share; 1 billion shares authorized; 12,245,947 shares issued and outstanding at March 31, 2022; 12,193,378 shares issued and outstanding at December 31, 2021 1 1 Additional paid-in capital 64,105 60,686 Accumulated deficit (18,742) (22,706) Total shareholders’ equity $ 45,364 $ 37,981 Total liabilities and shareholders’ equity $ 81,671 $ 76,342 are an integral part of theseto the unaudited consolidated financial statementsstatements.Megalith Financial Acquisition Corp.OPERATIONS For the three months For the nine months ended ended September 30, 2018 September 30, 2018 (unaudited) (unaudited) OPERATING EXPENSES General and administrative $ 21,614 $ 23,243 Support services - related party 95,385 95,385 Total expenses 116,999 118,628 OTHER INCOME (EXPENSE) Franchise tax (200,000 ) (200,000 ) Interest income on investments held in Trust Account 241,523 241,523 Total other income 41,523 41,523 LOSS BEFORE PROVISION FOR INCOME TAXES (75,476 ) (77,105 ) Income tax expense 50,720 50,720 NET LOSS $ (126,196 ) $ (127,825 ) Weighted average shares outstanding of Class A common stock 15,542,500 15,542,500 Basic and diluted net loss 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 $ (0.03 ) $ (0.03 ) TheINCOME (LOSS) — UNAUDITEDThree Months Ended
March 31,2022 2021 Operating revenues: Interchange and card revenue $ 6,643 $ 8,244 Servicing fees from Partner Bank 14,192 9,372 Account fees 2,555 2,661 University fees 1,603 1,324 Other revenue 54 2,601 Total operating revenues 25,047 24,202 Operating expenses: Technology, communication, and processing 6,918 8,422 Salaries and employee benefits 9,482 8,557 Professional services 2,372 1,737 Provision for operating losses 1,602 1,329 Occupancy 307 309 Customer related supplies 230 377 Advertising and promotion 113 191 Merger and acquisition related 289 — Other expense 771 457 Total operating expenses 22,084 21,379 Income from operations 2,963 2,823 Non-operating expenses: Gain on fair value of private warrant liability 2,644 15,003 Interest expense — (54) Income before income tax expense 5,607 17,772 Income tax expense 1,643 1,713 Net income $ 3,964 $ 16,059 Weighted average number of shares outstanding - basic 11,955 11,698 Weighted average number of shares outstanding - diluted 12,563 15,325 Net income per share - basic $ 0.33 $ 1.37 Net income (loss) per share - diluted $ 0.32 $ 0.07 are an integral part of theseto the unaudited consolidated financial statementsstatements.Megalith Financial Acquisition Corp.STOCKHOLDERS’SHAREHOLDERS’ EQUITYnine months ended September 30, 2018 (unaudited) Common stock Additional Total Class A Class B paid-in Accumulated stockholders’ Shares Amount Shares Amount capital deficit equity Balance, December 31, 2017 - $ - 4,312,500 $ 431 $ 24,569 $ (1,767 ) $ 23,233 Sale of Units in Initial Public Offering 16,928,889 1,693 - - 169,287,197 - 169,288,890 Sale of private placement warrants - - - - 6,945,778 - 6,945,778 Forfeiture of shares of Class B common stock - - (80,278 ) (8 ) 8 - - Underwriting fees and offering costs - - - - (10,521,211 ) - (10,521,211 ) Change in shares subject to redemption (15,901,867 ) (1,590 ) - - (160,607,267 ) - (160,608,857 ) Net loss - - - - - (127,825 ) (127,825 ) Balance, September 30, 2018 1,027,022 $ 103 4,232,222 $ 423 $ 5,129,074 $ (129,592 ) $ 5,000,008 TheThree Months Ended March 31, 2022 and 2021Common Stock Shares of Common Stock Outstanding Common Stock Additional Paid in Capital Accumulated Deficit Total Balance at December 31, 2021 12,193,378 $ 1 $ 60,686 $ (22,706) $ 37,981 Net income — — — 3,964 3,964 Share-based compensation expense 52,569 — 2,919 — 2,919 Conversion of private warrants to public warrants — — 725 — 725 Tax paid on behalf of employees related to net settlement of share-based awards — — (225) — (225) Balance at March 31, 2022 12,245,947 $ 1 $ 64,105 $ (18,742) $ 45,364 Common Stock Shares of Common Stock Outstanding Common Stock Additional Paid-in Capital Accumulated Deficit Total Balance at December 31, 2020 6,123,432 $ 1 $ 64,017 $ (39,749) $ 24,269 Net income — — — 16,059 16,059 Valuation of private warrants — — (30,839) — (30,839) Recapitalization transaction 4,759,911 — 16,148 — 16,148 Issuance of common stock as compensation 1,317,035 — 2,323 — 2,323 Share-based compensation expense — — 811 — 811 Balance at March 31, 2021 12,200,378 $ 1 $ 52,460 $ (23,690) $ 28,771 are an integral part of theseto the unaudited consolidated financial statementsstatements.Megalith Financial Acquisition Corp. ended (unaudited) CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (127,825 ) Adjustments to reconcile net loss to net cash provided by operating activities: Interest earned in Trust Account (241,523 ) Changes in operating assets and liabilities: Prepaid expenses and other assets (82,490 ) Income taxes payable 50,720 Franchise taxes payable 200,000 Accounts payable 206,682 Net cash flows provided by operating activities 5,564 CASH FLOWS FROM INVESTING ACTIVITIES Cash remitted to Trust Account (170,981,779 ) Net cash flows used in investing activities (170,981,779 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from sale of private placement warrants 6,945,778 Proceeds from Initial Public Offering 169,288,890 Payment of underwriter compensation (3,192,889 ) Payment of offering costs (475,382 ) Repayment of amounts due to affiliates (32,726 ) Proceeds from Sponsor note 105,500 Repayment of Sponsor note (107,500 ) Net cash flows provided by financing activities 172,531,671 NET INCREASE IN CASH 1,555,456 CASH, BEGINNING OF PERIOD 609 CASH, END OF PERIOD $ 1,556,065 Supplemental disclosure of noncash activities: Change in value of Class A common stock subject to possible redemption $ 160,608,857 Deferred underwriters’ commissions payable charged to additional paid-in capital in connection with the public offering $ 6,771,556 Forfeiture of shares of Class B Common Stock $ 8 The — UNAUDITEDThree Months Ended
March 31,2022 2021 Cash Flows from Operating Activities: Net income $ 3,964 $ 16,059 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation of premises and equipment 48 56 Amortization of developed software 2,944 2,823 Amortization of other intangibles 80 80 Amortization of leased assets 178 282 Share-based compensation expense 2,919 3,139 Gain on fair value of private warrant liability (2,644) (15,003) Changes in operating assets and liabilities: Accounts receivable, net (1,005) (1,318) Prepaid expenses and other current assets (490) (2,683) Other assets (96) (137) Accounts payable and accrued liabilities 1,825 1,889 Taxes payable 1,330 1,679 Operating lease liabilities (180) (182) Deferred revenue 317 2,835 Net Cash Provided by Operating Activities 9,190 9,519 Cash Flows from Investing Activities: Development of internal use software (2,020) (117) Purchases of premises and equipment (118) — Net Cash Used in Investing Activities (2,138) (117) Cash Flows from Financing Activities: Repayments of borrowings from Partner Bank — (15,572) Recapitalization transaction — 20,560 Repurchase of private warrants (1,977) — Payments related to net settlement of share-based compensation awards (225) — Net Cash (Used in) Provided by Financing Activities (2,202) 4,988 Net Increase in Cash and Cash Equivalents 4,850 14,390 Cash and Cash Equivalents – Beginning 25,704 2,989 Cash and Cash Equivalents – Ending $ 30,554 $ 17,379 Supplementary Cash Flow Information: Interest paid $ — $ 119 Noncash Operating, Investing, and Financing Activities: Shares issued to settle Megalith accounts payable in connection with Recapitalization transaction $ — $ 740 are an integral part of theseto the unaudited consolidated financial statementsstatements.MEGALITH FINANCIAL ACQUISITION CORP.THEUNAUDITED CONSOLIDATED FINANCIAL STATEMENTSNoteOrganizationthe BusinessBusiness OperationsCorp. (the “Company”Corp (“Megalith”) 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”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search on the financial technology2017 and the financial services sectors. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.As of September 30, 2018, the Company had not commenced any operations. All activity through September 30, 2018 relates to the Company’s formation and Initial Public Offering, which is described below, and since the offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating incomerenamed BM Technologies, Inc. in the form of interest income earned on investments from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s initial public offering (“Initial Public Offering”) was declared effective 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.Simultaneously 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 placement to the Company’s sponsor, MFA Investor Holdings, LLC ($5,810,000) (the “Sponsor”) and Chardan Capital Markets, LLC ($750,000) (“Chardan”), generating gross proceeds of $6,560,000, which is described in Note 4.Offering costs for the Initial Public Offering amounted to $9,556,766, consisting of $3,000,000 of underwriting fees, $6,000,000 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $556,766 of other costs. In addition, $1,785,062 of cash was held outside of the Trust Account and is available for working capital purposes. As described in Note 5, the $6,000,000 deferred underwriting fee payable is contingent upon the consummation of a Business Combination by May 28, 2020, subject to the terms of the underwriting agreement.Following the closing of the Initial Public Offering on August 28, 2018, an amount of $151,500,000 ($10.10 per Unit) from 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 may be 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.The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account)January 2021 at the time of the agreement to enter intomerger between Megalith and BankMobile Technologies, Inc. Until January 4, 2021, BankMobile Technologies, Inc. was a wholly-owned subsidiary of Customers Bank, a wholly-owned subsidiary of Customers Bancorp, Inc. (the “Bancorp” or “Customers Bancorp”). Customers Bank is BMTX’s Partner Bank.initial Business Combination. However,FDIC insured deposits that BMTX sources and services and is the issuing bank on BMTX’s debit cards. BMTX’s Partner Bank pays the Company will only complete a Business Combination ifdeposit servicing fee for the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.The Company will provide its holders of the outstanding shares of its Class A Common Stock, par value $0.0001 (“Class A Common Stock”), sold in the Initial Public Offering (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares (as defined above) upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.10 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combinationdeposits generated and if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder votepasses through interchange income earned from debit transactions.required by law and the Companya bank, does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securitiesbank charter, and Exchange Commission (“SEC”)does not provide banking services, and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Initial Stockholders (as defined below) have agreed to vote its Founder Shares (as defined in Note 4) and any Public Shares held by them in favor of approving a Business Combination. In addition, the Initial Stockholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.Notwithstanding the foregoing, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A Common Stock sold in the Initial Public Offering, without the prior consent of the Company.The Company’s Sponsor, officers and directors (the “Initial Stockholders”) have agreedresult it is not to propose an amendment to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their shares of Class A Common Stock in conjunction with any such amendment.If the Company is unable to complete a Business Combination by May 28, 2020, 21 months from the closing of the Initial Public Offering (“Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay the Company’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii)direct banking regulation, except as promptly as reasonably possible following such redemption,a service provider to our Partner Bank. BMTX is also subject to the approvalregulations of the Company’s remaining stockholders and the Company’s boardDepartment of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rightsEducation (“ED”), due to its deferred underwriting commission (see Note 5) held instudent Disbursements business, and is periodically examined by it. BMTX’s contracts with most of its higher education institutional clients require it to comply with numerous laws and regulations, including, where applicable, regulations promulgated by the Trust Account inED regarding the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the otherhandling of student financial aid funds held in the Trust Account that will be available to fund the redemptionreceived by institutions on behalf of their students under Title IV of the Public Shares. InHigher Education Act of 1965; the eventFamily Educational Rights and Privacy Act of such distribution, it is possible that1995 (“FERPA”); the per share valueElectronic Fund Transfer Act and Regulation E; the USA PATRIOT Act and related anti-money laundering requirements; and certain federal rules regarding safeguarding personal information, including rules implementing the privacy provisions of the residual assets remaining available for distribution (including Trust Account assets) willGramm-Leach-Bliley Act (“GLBA”). Other products and services offered by BMTX may also be only $10.10 per shares held in the Trust Account. In ordersubject to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company ifother federal and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.Notestate laws and regulations.Summary of Significant Accounting PoliciesThe accompanyingaccordanceconformity with accounting principles generally acceptedU.S. Generally Accepted Accounting Principles (“U.S. GAAP”). Any reference to applicable guidance is meant to refer to the authoritative GAAP as found in the United States of America (“U.S. GAAP”Accounting Standards Codification ("ASC") for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-XAccounting Standards Update ("ASU") of the SEC. Certain information or footnote disclosures normally included inFinancial Accounting Standards Board ("FASB"). These interim unaudited consolidated financial statements preparedreflect all normal and recurring adjustments that are, in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not included all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying financial statements include all adjustments, consisting of a normal and recurring nature, which are necessary forto present a fair presentationstatement of the financial position operatingand the results of operations and cash flows of BMTX for the interim periods presented.The accompanying unaudited financial statements should be read in conjunction with the Company’s final prospectus as filed with the SEC on August 10, 2018, as well as the Company’s Form 8-K, as filed with the SEC filed on September 4, 2018 and the Company’s Form 8-K, as filed with the SEC filed on September 27, 2018. The interim results for the three and nine months ended September 30, 2018 are not necessarily indicative of the results expected for the year ended December 31, 2018 or for any future interim period.Emerging Growth CompanySection 102(b)(1) 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 financial statement 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.Cash and cash equivalentsThe Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2018.Cash held in Trust AccountAt September 30, 2018, the assets held in the Trust Account were held in U.S Treasury Bills.Class A common stock subject to possible redemptionThe Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2018, 15,901,867 shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.Offering CostsOffering costs consist principally of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $9,556,766 were charged to stockholders’ equity upon the completion of the Initial Public Offering and an additional $964,445 were charged to stockholders’ equity upon the underwriter’s partial exercise of the over-allotment.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 Insurance Coverage of $250,000. At September 30, 2018 and December 31, 2017, the Company has not experienced losses on this 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 balance sheets, primarily due to their short-term nature.Net Income 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 periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering, the Private Placement sold simultaneous with the Initial Public Offering to purchase an aggregate of 6,560,000 shares of Class A common stock, or the additional 385,778 Private Placement Warrants sold in connection with the underwriter’s partial exercise of the over-allotment option in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per share is the same as basic earnings per share for the periods.The Company’s condensed statement 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, net of applicable taxes, by the weighted average number of shares of Class A common stock outstanding since the initial issuance. Net 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 periods.Use of Estimates 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 interim unaudited consolidated financial statements, and the reported amounts of revenues and expenses during the reporting 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.Income Taxes
FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurementdelay adoption of tax positions takennew or expectedrevised ASUs applicable to be taken in a tax return. For those benefitspublic companies until such pronouncements are applicable to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.private companies. The Company recognizes accrued interest and penaltieshas elected to use the extended transition period under the JOBS Act.
Deferred tax liabilitiesconsolidated financial statements 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:
| Three months ended September 30, 2018 | Nine months ended September 30, 2018 | December 31, 2017 | ||||||||||
| Current expense | $ | 50,720 | $ | 50,720 | $ | - | ||||||
| Deferred expense | (66,570 | ) | (66,912 | ) | 371 | |||||||
| Change in valuation allowance | 66,570 | 66,912 | (371 | ) | ||||||||
| Total income tax expense | $ | 50,720 | $ | 50,720 | $ | - | ||||||
The net deferred tax assets and liabilities in the accompanying balance sheets included the following components:
| Three months ended September 30, 2018 | Nine months ended September 30, 2018 | December 31, 2017 | ||||||||||
| Deferred tax assets | $ | 66,570 | $ | 66,912 | $ | 371 | ||||||
| Deferred tax liabilities | - | - | - | |||||||||
| Valuation allowance for deferred tax assets | (66,570 | ) | (66,912 | ) | (371 | ) | ||||||
| Net deferred tax assets | $ | - | $ | - | $ | - | ||||||
The deferred tax assets as of September 30, 2018 and December 31, 2017 were comprised of the tax effect of cumulative temporary differences as follows:
| Three months ended September 30, 2018 | Nine months ended September 30, 2018 | December 31, 2017 | ||||||||||
| Capitalized expenses before business combination | $ | 66,570 | $ | 66,912 | $ | 371 | ||||||
| Valuation allowance for deferred tax assets | (66,570 | ) | (66,912 | ) | (371 | ) | ||||||
| Total | $ | - | $ | - | $ | - | ||||||
As of September 30, 2018 and December 31, 2017, a valuation allowance was established related to the net deferred tax assets because management was unable to determine it was more likely than not, that these deferred tax assets may not be realized based upon recent periods of accumulated losses and future income tax projections.
Recent Accounting Pronouncements
disclosures.
| (amounts in thousands) | Beginning Balance | Additions | Reductions | Ending Balance | |||||||||||||
| Allowance for doubtful accounts | |||||||||||||||||
| Three months ended March 31, 2022 | $ | 79 | $ | 4 | $ | (50) | $ | 33 | |||||||||
| Twelve months ended December 31, 2021 | $ | — | $ | 171 | $ | (92) | $ | 79 | |||||||||
| (amounts in thousands) | Expected Useful Life | March 31, 2022 | December 31, 2021 | |||||||||||||||||
| Leasehold improvements | 5 years | $ | 28 | $ | 28 | |||||||||||||||
| Furniture, fixtures and equipment | 10 years | 243 | 243 | |||||||||||||||||
| IT equipment | 3 to 5 years | 1,931 | 1,813 | |||||||||||||||||
| 2,202 | 2,084 | |||||||||||||||||||
| Accumulated depreciation | (1,786) | (1,738) | ||||||||||||||||||
| Total | $ | 416 | $ | 346 | ||||||||||||||||
In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements
2022 and 2021, BMTX recorded depreciation expense of less than $0.1 million.
| (amounts in thousands) | Expected Useful Life | March 31, 2022 | December 31, 2021 | |||||||||||||||||
| Higher One disbursement business developed software | 10 years | $ | 27,400 | $ | 27,400 | |||||||||||||||
| Internally developed software | 3 to 7 years | 41,683 | 41,683 | |||||||||||||||||
| Work-in-process | 2,441 | 421 | ||||||||||||||||||
| 71,524 | 69,504 | |||||||||||||||||||
| Accumulated amortization | (43,855) | (40,911) | ||||||||||||||||||
| Total | $ | 27,669 | $ | 28,593 | ||||||||||||||||
| (amounts in thousands) | Expected Useful Life | March 31, 2022 | December 31, 2021 | |||||||||||||||||
| Customer relationships – universities | 20 years | $ | 6,402 | $ | 6,402 | |||||||||||||||
| Accumulated amortization | (1,733) | (1,653) | ||||||||||||||||||
| Total | $ | 4,669 | $ | 4,749 | ||||||||||||||||
| Remainder of 2022 | $ | 240 | ||||||
| 2023 | 320 | |||||||
| 2024 | 320 | |||||||
| 2025 | 320 | |||||||
| 2026 | 320 | |||||||
| After 2026 | 3,149 | |||||||
| Total | $ | 4,669 | ||||||
| (amounts in thousands) | Classification | March 31, 2022 | December 31, 2021 | |||||||||||||||||
| Assets: | ||||||||||||||||||||
| Operating lease ROU assets | Other assets | $ | 220 | $ | 398 | |||||||||||||||
| Liabilities: | ||||||||||||||||||||
| Operating lease liabilities | Operating lease liabilities | $ | 236 | $ | 416 | |||||||||||||||
| (amounts in thousands) | March 31, 2022 | |||||||
| 2022 | $ | 237 | ||||||
| Total minimum payments | 237 | |||||||
| Less: interest | (1) | |||||||
| Present value of lease liabilities | $ | 236 | ||||||
Note 3statements that are not currently accrued for. However, in light of the 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.
Pursuantmerger with Megalith as of January 4, 2021. Since BMTX was determined to be the accounting acquirer in the transaction, all periods prior to the Initial Public Offering, the Company sold 15,000,000 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 included in the Units being offered, 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 Transactions
Founder Shares
On November 13, 2017, the Sponsor purchased 4,312,500 shares (the “Founder Shares”)consummation of the Company’s Class B Common Stock, par value $0.0001 (“Class B Common Stock”) for an aggregate pricetransaction reflect the balances and activity of $25,000. The Founder Shares will automatically convert intoBMTX (other than shares of Class A Common Stock at the time of the Company’s initial Business Combination and are subject to certain transfer restrictions, as described in Note 6. Holders of Founder Shares may also elect to convert their shares of Class B Common Stock into an equal number of shares of Class A Common Stock, subject to adjustment, at any time. The Sponsor agreed to forfeit up to 562,500 Founder Shares 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 Sponsor agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial 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 the initial 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 Warrants
Concurrently 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 was 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. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants are non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. In addition, for as long as the Private Placement Warrants are held by Chardan or its designees or affiliates, they may not be exercised after five years from the effective date of the registration statement for the Initial Public Offering.
The Sponsor and Chardan and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.
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. 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 will not be able to sell these securities 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.
Related Party Loans
On 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”)transaction). 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 fully repaid these amounts to the Sponsor in September 2018.
Due to affiliates
In conjunction with the formation of the Company, affiliates of the Sponsor paid $32,726 of organizational and deferred offering costs on behalf of the Company. The Company fully repaid these amounts to the affiliates in September 2018.
11
Support Services
The Company will 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, as well as a bonus of $78,000 which was paid out after the successful completion of the Initial Public Offering.
The 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 expensed a total of $2,000 during the three and nine months ended September 30, 2018.
Note 5 — Commitments and Contingencies
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 incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Company 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, 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 $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 $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 — Stockholders’ Equity
liquidation; the Company has redemption rights if our common stock trades above $24.00 for 20 out of 30 days. The from related parties at $1.69 per warrant. In addition, 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 of significant judgment. The renew the Deposit Servicing Agreement. See Class A Common Stock— 100,000,0001,000,000,000 shares of Class A Common Stock with acommon stock, par value of $0.0001 per share. At September 30, 2018,March 31, 2022, there were 12,245,947 shares of common stock issued and outstanding, which includes the 300,000 performance shares discussed below. At December 31, 2021 there were 1,027,022 (excluding 15,901,86712,193,378 shares of Class A Common Stock subject to possible redemption) shares of Class A Common Stockcommon stock issued and outstanding. AsDecember 31, 2017, there were 0 sharescommon stock is entitled to 1 vote for each share of Class A Commoncommon 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. issued and outstanding.Class B Common Stock— 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 September 30, 2018, 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. As of December 31, 2017, there were 4,312,500 shares of Class B Common Stock outstanding.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 will automatically convert into shares of Class A Common Stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A Common Stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which shares of Class B Common Stock shall convert into shares of Class A Common Stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B Common Stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A Common Stock issuable upon conversion of all shares of Class B Common Stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of Common Stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A Common Stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company).12Preferred 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 board of directors. As September 30, 2018At March 31, 2022 and December 31, 2017,2021, there were no shares of preferred stock issued or outstanding.Warrants -Public WarrantsCompany has 300,000 common shares, par value $0.0001 per share, issued and outstanding that contain a restrictive legend, subject to release only if the vesting criteria occurs before the seventh anniversary of the closing date of the merger with Megalith. If the vesting criteria has not occurred prior to the seventh anniversary of the closing date of the merger, the shares will become exercisablebe forfeited and cancelled. The vesting criteria means either (1) the volume weighted average price of the Company’s common stock on the laterprincipal exchange on which such securities are then listed or quoted shall have been at or above $15.00 for twenty (20) trading days (which need not be consecutive) over a thirty (30) trading day period; or (ii) the Company sells shares of (a) 30 days after the completion ofits capital stock in a Business Combination or (b) 12 months from the closing of the Initial Public Offering; providedsecondary offering for at least $15.00 per share, in each case subject to equitable adjustment for share splits, share dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the shares of the Company’s common stock after the merger, and possible reduction for certain dividends granted to the Company’s common stock, or (2) the Company undergoes certain change in control or sales transactions. None of the vesting conditions for the performance shares have been met as of March 31, 2022 and no expense has been recognized.Number of
AwardsWeighted-Average
Grant-Date Fair
Value Per AwardBalance as of December 31, 2021 1,283,535 $ 14.87 Granted — $ — Vested — $ — Forfeited (13,000) $ 14.87 Balance as of March 31, 2022 1,270,535 $ 14.87 Number of RSUs Weighted-Average Grant-Date Fair Value Per RSU Balance as of December 31, 2021 704,600 $ 8.96 Granted 46,190 $ 9.17 Vested (90,075) $ 9.02 Forfeited — $ — Balance as of March 31, 2022 660,715 $ 8.95 registration statementdate of May 1, 2021. The purpose of the plan is to provide eligible employees with an incentive to advance the interests of the Company and its Subsidiaries, by affording them an opportunity to purchase stock of the Company at a favorable price. As of March 31, 2022, there are no shares purchased on behalf of employees under the Securities Act coveringESPP, as the Class Aprogram has not yet been made available for employee participation.issuable upon exerciseoutstanding. The warrant totals for each period-end consist of 17,227,289 and 16,928,889 public warrants and 5,475,815 and 6,945,778 private warrants as of March 31, 2022 and 2021, respectively.Public Warrants and a current prospectus relatingregistered holder to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closingpurchase 1 whole share of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exerciseat a price of the Public Warrants.$11.50 per share. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. The Public Warrants will expire five years after the completion of a Business Combinationthe merger with Megalith (January 4, 2026) or earlier upon redemption or liquidation.Private Placement Warrantsprivate warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering,public warrants except that the Private Placement Warrantsprivate warrants are non-redeemable 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 ofexercisable on a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemablecashless basis so long as they are held by the initial purchasers or such purchasers’ permitted transferees. Ifsponsor and certain others.Private Placement Warrants are held by someone other thanCompany’s outstanding public warrants have been exercised and 1,169,903 of the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemableprivate warrants have been repurchased by the Company and exercisable by such holders on the same basis as the Public Warrants.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; and●if, and only if, the last reported closing price of the shares 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.except in the caseas of March 31, 2022, 300,000 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%private warrants have been reclassified as public warrants based upon a sale of the total equity proceeds, and interest thereon, available forprivate warrants by the fundingoriginal holders which resulted in a modification of our initial Business Combination, and (z) the volume weighted average trading price of our Class A Common Stockterms that effect classification as public warrants. There was no warrant exercise, repurchase, or reclassification activity during the 20 trading day period starting onthree months ended March 31, 2021.trading day prior to public warrants are treated differently for accounting purposes, as follows: 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 private warrants are accounted for as liabilities and 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.Note 7 — Trust Account and Fair Value MeasurementThe Trust Account can be invested 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-7 of the Investment Company Act.The Company’s amended and restated certificate of incorporation provide that, other than the withdrawal of interest to pay income taxes and up to $100,000 of interest to pay dissolution expenses if any, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Business Combination; (ii) 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.The Company follows the guidance in ASC 820 for its financial assets 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.Three Months Ended
March 31,(amounts in thousands) 2022 2021 Revenues: Revenue recognized at point in time: Interchange and card revenue $ 6,643 $ 8,244 Servicing fees from Partner Bank 14,192 9,372 Account fees 2,555 2,661 University fees - disbursement activity 476 271 Other 54 2,601 Total revenue recognized at point in time 23,920 23,149 Revenue recognized over time: University fees - subscriptions 1,127 1,053 Total revenue recognized over time 1,127 1,053 Total revenues $ 25,047 $ 24,202 (amounts in thousands) March 31,
2022December 31,
2021Deferred revenue (current and non-current) $ 15,894 $ 15,577 Three Months Ended
March 31,(amounts in thousands, except per share data) 2022 2021 Net income available to common shareholders - used in calculating basic EPS $ 3,964 $ 16,059 — 15,003 Net income - used in calculating diluted EPS $ 3,964 $ 1,056 Weighted-average common shares outstanding – basic 11,955 11,698 Weighted-average common shares outstanding – diluted 12,563 15,325 Net income per common share - basic $ 0.33 $ 1.37 Net income per common share - diluted $ 0.32 $ 0.07 Three Months Ended
March 31,(amounts in thousands) 2022 2021 Weighted average shares used in computing net income per common share, basic 11,955 11,698 Add: Public warrants — 2,572 Private warrants — 1,055 Time-based RSUs 608 — Weighted average shares used in computing net income per common share, diluted 12,563 15,325 Three Months Ended
March 31,(amounts in thousands) 2022 2021 Performance based shares 300 300 Public warrants 17,227 — Private warrants 5,476 — Performance based and market-condition RSUs 348 — Total 23,351 300 reflects management’s estimateconsidered to be financial instruments. For fair value disclosure purposes, BMTX utilized the fair value measurement criteria under FASB ASC 820, Fair Value Measurements (“ASC 820”).amountsa financial instrument is the price that the Company would havebe received in connection with the sale of the assetsto sell an asset or paid 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. Examplesa change in valuation technique or the use 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 ofmultiple valuation techniques may be appropriate. In such instances, determining the assumptions thatprice at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use in pricing the asset or liability. following table presents information about the Company’s assets that are measured at fair value onis a recurring basis at September 30, 2018reasonable point within the range that is most representative of fair value under current market conditions.December 31, 2017, and indicatesdescribes 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). Fair Value Measurements at March 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 $ 30,554 $ 30,554 $ 30,554 $ — $ — Accounts receivable, net 10,199 10,199 10,199 — — Liabilities: Liability for private warrants $ 8,268 $ 8,268 $ — $ — $ 8,268 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 utilizedwith lines of credit, all of which have been terminated as of December 31, 2021.determine such fair value:Description Level September 30,
2018 December 31,
2017 Assets: Marketable securities in Trust Account 1 $ 171,223,302 $ 0 8 —15 - Subsequent Events for additional information.evaluated subsequent eventsprovides a matching contribution equal to 50% of the first 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 three months ended March 31, 2022 and transactions2021 were $0.2 million, and $0.2 million, respectively. These contributions are recorded in Salaries and employee benefits in the Consolidated Statements of Income (Loss).occurredour Partner Bank will not, for a period of 4 years after the balance sheet date upclosing of the divestiture, directly or indirectly engage in the Company’s business in 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. Our Partner also agreed not to directly or indirectly hire or solicit any employees of the Company.dateCompany for the three months ended March 31, 2022 and 2021, respectively. The Company recognized less than $0.1 million and $0.1 million of expenses from our Partner Bank for the three months ended March 31, 2022 and 2021, respectively. These amounts are included in the Consolidated Statements of Income (Loss).financial statements availableDeposit Servicing Agreement with the Company. The 180-day notice was given in accordance with the terms of the Deposit Servicing Agreement, as a result of which, the Deposit Servicing Agreement will terminate effective December 31, 2022. Customers Bank had previously indicated in a public filing on April 27, 2022 that it did not intend to be issued.renew the Deposit Servicing Agreement. The formal notification is consistent with management’s expectations; and as discussed in the Company’s Annual Report on Form 10-K, dated December 31, 2021, and filed on May 10, 2022, the Company is considering multiple strategic alternatives including internalizing services upon closing of the previously announced merger with First Sound Bank or negotiating a new deposit servicing agreement with new potential bank partners or with our existing bank partner after December 31, 2022 at then current market rates and conditions.
References
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actualour operating results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for the Initial Public Offering filed with the SEC. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligationthree months ended March 31, 2022 and 2021:
| Three Months Ended March 31, | Change | % Change | ||||||||||||||||||||||||
| (dollars in thousands, except per share data) | 2022 | 2021 | ||||||||||||||||||||||||
| Operating revenues | $ | 25,047 | $ | 24,202 | $ | 845 | 3 | % | ||||||||||||||||||
| Operating expenses | 22,084 | 21,379 | 705 | 3 | % | |||||||||||||||||||||
| Income from operations | 2,963 | 2,823 | 140 | 5 | % | |||||||||||||||||||||
| Gain on fair value of private warrant liability | 2,644 | 15,003 | (12,359) | (82) | % | |||||||||||||||||||||
| Interest expense | — | (54) | 54 | (100) | % | |||||||||||||||||||||
| Income before income tax expense | 5,607 | 17,772 | (12,165) | (68) | % | |||||||||||||||||||||
| Income tax expense | 1,643 | 1,713 | (70) | (4) | % | |||||||||||||||||||||
| Net income | $ | 3,964 | $ | 16,059 | $ | (12,095) | (75) | % | ||||||||||||||||||
| Basic earnings per share | $ | 0.33 | $ | 1.37 | $ | (1.04) | (76) | % | ||||||||||||||||||
| Diluted earnings per share | $ | 0.32 | $ | 0.07 | $ | 0.25 | NM | |||||||||||||||||||
Overview
We are a blank check company formed in November 2017 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We intend to effectuate our business combination using cash from the proceeds of our Initial Public Offering and the Private Placement, our securities, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.
The issuance of additional shares of common stock or preferred stock:
Similarly, if we issue debt securities or otherwise incur significant debt to bank or other lenders or the owners of a target, it could result in:
We expect to continue to incur significant costs in the pursuit of our initial business combination plans. We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities from November 13, 2017 (date of inception) through September 30, 2018) were organizational activities, efforts relating to the Initial Public Offering, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We expect to generate non-operating income in the form of interest income on cash marketable securities held in the Trust Account. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as expenses as we conduct due diligence on prospective business combination candidates.
For the three and nine months ended September 30, 2018, we hadMarch 31, 2022, operating profitability remained generally consistent with the three months ended March 31, 2021. Operating revenues increased by $0.8 million or 3% as compared to the prior year which is primarily driven by a net loss of $(126,196) and $(127,825), respectively, which consists of operating costs of $116,999 and $118,628, respectively, franchise taxes of $200,000 for each period, respectively, and income tax expense of $50,720 for each period, respectively$4.8 million or 51% increase in revenues from Servicing fees from Partner Bank. This increase was partially offset by interest income on marketable securities helddecreases in the TrustOther revenue, Interchange and card revenue, and Account of $241,523 and $241,523, respectively.
Liquidity and Capital Resources
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 maintainedfees.
We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which shall be net of taxes payable and excluding deferred underwriting commissions) to complete our initial business combination. We may withdraw interest to pay franchise and income taxes. We expect the interest earned on the amount in the trust account will be sufficient to pay our income taxes. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete an initial business combination.
In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender. The warrants would be identicalcompared to the private placement warrants, including asprior year. This increase was primarily driven by a $0.9 million or 11% increase in
We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. In addition, we intend to acquire a company with an enterprise value significantly above the net proceeds of this offering and the saleimpact of the private placement warrants. Dependingwarrants adjustments on the size ofearnings per share calculations. During the transaction we may potentially utilize several additional financing sources, including but not limited tothree months ended March 31, 2021, the issuance of additional securities toaverage common stock share price was greater than the sellers of a target business, debt issued to bank or other lenders orwarrant strike price resulting in the owners ofwarrants being considered dilutive. During the target, a private placement to raise additional funds, or a combination ofthree months ended March 31, 2022, the foregoing. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidateaverage common stock share price was below the trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations and working capital needs.
Off-balance sheet financing arrangements
As of September 30, 2018, we did 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 for the 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.
JOBS Act
On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards,warrant strike price, and, as a result, the warrants are not considered dilutive.
| Three Months Ended March 31, | % Change | |||||||||||||||||||||||||
| (dollars in thousands) | 2022 | 2021 | Change | |||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| Interchange and card revenue | $ | 6,643 | $ | 8,244 | $ | (1,601) | (19) | % | ||||||||||||||||||
| Servicing fees from Partner Bank | 14,192 | 9,372 | 4,820 | 51 | % | |||||||||||||||||||||
| Account fees | 2,555 | 2,661 | (106) | (4) | % | |||||||||||||||||||||
| University fees | 1,603 | 1,324 | 279 | 21 | % | |||||||||||||||||||||
| Other revenue | 54 | 2,601 | (2,547) | (98) | % | |||||||||||||||||||||
| Total operating revenues | $ | 25,047 | $ | 24,202 | $ | 845 | 3 | % | ||||||||||||||||||
| Three Months Ended March 31, | % Change | |||||||||||||||||||||||||
| (dollars in thousands) | 2022 | 2021 | Change | |||||||||||||||||||||||
| Technology, communication, and processing | $ | 6,918 | $ | 8,422 | $ | (1,504) | (18) | % | ||||||||||||||||||
| Salaries and employee benefits | 9,482 | 8,557 | 925 | 11 | % | |||||||||||||||||||||
| Professional services | 2,372 | 1,737 | 635 | 37 | % | |||||||||||||||||||||
| Provision for operating losses | 1,602 | 1,329 | 273 | 21 | % | |||||||||||||||||||||
| Occupancy | 307 | 309 | (2) | (1) | % | |||||||||||||||||||||
| Customer related supplies | 230 | 377 | (147) | (39) | % | |||||||||||||||||||||
| Advertising and promotion | 113 | 191 | (78) | (41) | % | |||||||||||||||||||||
| Merger and acquisition related | 289 | — | 289 | 100 | % | |||||||||||||||||||||
| Other expense | 771 | 457 | 314 | 69 | % | |||||||||||||||||||||
| Total operating expenses | $ | 22,084 | $ | 21,379 | $ | 705 | 3 | % | ||||||||||||||||||
| Three Months Ended March 31, | % Change | |||||||||||||||||||||||||
| (dollars in thousands) | 2022 | 2021 | Change | |||||||||||||||||||||||
| Net cash provided by operating activities | $ | 9,190 | $ | 9,519 | $ | (329) | (3) | % | ||||||||||||||||||
| Net cash used in investing activities | (2,138) | (117) | (2,021) | NM | ||||||||||||||||||||||
| Net cash (used in) provided by financing activities | (2,202) | 4,988 | (7,190) | (144) | % | |||||||||||||||||||||
| Net increase in cash and cash equivalents | $ | 4,850 | $ | 14,390 | $ | (9,540) | (66) | % | ||||||||||||||||||
Contractual obligations
March 31, 2022 is as follows:
| Payments Due by Period | ||||||||||||||||||||||||||
| (dollars in thousands) | Within 1 year | 1 to 3 years | More than 3 years | Total Amounts Committed | ||||||||||||||||||||||
| Operating leases | $ | 237 | $ | — | $ | — | $ | 237 | ||||||||||||||||||
| $ | 237 | $ | — | $ | — | $ | 237 | |||||||||||||||||||
Critical Accounting Policies
The preparation of financial statements and related disclosures 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 of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. The Company has not identified any critical accounting policies.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The net proceedsexperienced losses on these cash accounts and management believes, based upon the quality of the Initial Public Offering andour Partner Bank, that the sale of the Private Warrants held in the Trust Account are invested in U.S. government treasury billscredit risk with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Dueregard to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.
Evaluation of Disclosure Controls and Procedures
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out(our principal financial officer), we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e), as of September 30, 2018. Based upon their evaluation,March 31, 2022.
end of the period covered by this report.
During
None.
As of the date of this Quarterly Report on Form 10-Q, thereFACTORS
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
None.
EXHIBITS
(1) Incorporated by reference to our Current Report on Form 8-K filed on August
| BM Technologies, Inc. | ||||||||
| /s/ Luvleen Sidhu | ||||||||
| Luvleen Sidhu | ||||||||
| Chief Executive Officer (Principle Executive Officer) | ||||||||
| By: | /s/ Robert Ramsey | |||||||
| Robert Ramsey | ||||||||
| Chief Financial Officer | ||||||||