BM Technologies, Inc.

201 King of Prussia Road, Suite 350650
Wayne, PA 19087

April 29, 2021May 1, 2023

Dear Stockholder:

You are cordially invited to participate in BM Technologies, Inc.’s 20212023 Annual Meeting of Stockholders to be held virtually on June 16, 202120, 2023 at 10:00 a.m. Eastern Time, at the following website: https://www.cstproxy.com/bmtechnologies/20212023/.

The Notice of Annual Meeting and proxy statement accompanying this letter provide an outline of the business to be conducted at the meeting. I will also report on the progress of the Company during the past year and answer stockholders’ questions.

It is important that your shares be represented at the Annual Meeting. If you are unable to participate in the meeting, Iwe urge you to vote your shares by telephone or over the internet, or by completing, signing, dating and returning your proxy card or voting instruction form so that your shares will be represented at the Annual Meeting. Instructions for voting are described in the Notice, the Proxy Statement and the proxy card. We urge you to complete, sign, date and return your proxy card or authorize your proxy by telephone or through the internet as soon as possible even if you currently plan to participate in the Annual Meeting. This will not prevent you from voting virtually but will assureensure that your vote is counted if you are unable to participate in the meeting.

This has been2022 was a momentouschallenging year for BM Technologiesthe broader markets and particularly for fintechs as we became one ofthey were faced with unprecedented interest rate changes, a shifting regulatory landscape, and recessionary fears, to name a few. Despite these uncontrollable macro pressures, the first publicly traded neo-banking fintechs of 2021. Today, BMTX is one ofCompany remained strong, ending the largest digital banking platforms in the countryyear with over 2 million accounts serving middle income Americans, millennials$1 billion in serviced deposits, approximately $3 billion in debit account spend, was EBITDA positive, and “digital natives”held a strong cash position. We also made a decision to pivot from becoming a bank to focusing on being a lean, efficient, and innovative fintech with a tech savvy banking experience.sponsor bank model. We continue to executebelieve this pivot is in the best interest of our shareholders at this time.

Going into 2023, we have built an even stronger foundation for our Company. At the top of the year, we announced a profit enhancement plan that is focused on rightsizing our missionorganization to better reflect our new strategy and overall cost efficiencies. We renewed our relationship with our largest BaaS partner, signed a deposit agreement with First Carolina Bank for our Higher Education program, updated our current deposit arrangement with Customers Bank, and most importantly, we enhanced our leadership team with the promotions of providing millionsJamie Donahue to President, Jim Dullinger to Chief Financial Officer, and most recently, the appointment of Americans withRaj Singh to Co-Chief Executive Officer.

We believe that our solid foundation for growth distinguishes us from other fintechs. With an established base of customers, deposits, partnerships, and a better banking experiencerobust and are working to create significant shareholder value over the next 3-5 years by executing onflexible technology platform, our strategy.leadership team remains excited about our growth opportunities for both our existing business and new opportunities!

On behalf of your Board of Directors, thankThank you for your continued interestinvestment in, and support.ongoing support of our Company. We appreciate your confidence and will continue to work to build long-term shareholder value while we remain committed to innovation, building great products, and serving our customers and team members at the highest levels.

TABLE OF CONTENTS

BM TECHNOLOGIES, INC.
201 King of Prussia Road, Suite 350650
Wayne, PA 19087

NOTICE OF VIRTUAL ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON June 16, 2021JUNE 20, 2023 AT 10:00 A.M. ET
Online Meeting Only — No Physical Meeting Location
https://www.cstproxy.com/bmtechnologies/20212023

To the Stockholders of BM Technologies, Inc.:

The 20212023 Annual Meeting of Stockholders of BM Technologies, Inc. (the “Company”) will be conducted virtually on June 16, 2021,20, 2023, at 10:00 a.m. (Eastern Time), at the following website:https://www.cstproxy.com/bmtechnologies/20212023, for the following purposes:

1.      To elect two Class IIII directors to serve until their respective successors have been duly elected and qualified (Proposal No. 1);

2.      To approve an amendment to the BM Technologies, Inc. 2021 Employee Stock PurchaseCompany’s 2020 Equity Incentive Plan (Proposal No. 2);

3.      To ratify the appointment of BDO USAKPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 20212023 (Proposal No. 3); and

4.      To transact such other business as may properly come before the meeting, or any adjournments or postponements thereof.

This year we are using the Internet as our primary means of furnishing proxy materials to stockholders. Accordingly, most stockholders will not receive printed copies of our proxy materials. We are instead mailing a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials and voting via the Internet (the “Notice”). This delivery method allows us to conserve natural resources and reduce the cost of delivery while also meeting our obligations to you, our stockholders, to provide information relevant to your continued investment in the Company. If you received the Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions in the Notice for requesting those materials. We encourage you to review the proxy materials and vote your shares.

You or your proxyholder can participate, vote, and examine our stockholder list at the virtual annual meeting by visiting https://www.cstproxy.com/bmtechnologies/20212023 and using the control number included on your proxy card or voting instruction form. You have the right to receive notice of and to vote at the meeting if you were a stockholder of record at the close of business on April 26, 2021.28, 2023. Whether or not you expect to participate in the virtual meeting, please vote by signing the enclosed proxy card and returning it promptly inor by authorizing your proxy through the self-addressed envelope provided.internet. If a broker or other nominee holds your shares in “street name,” your broker has enclosed a voting instruction form, which you should use to vote those shares. The voting instruction form indicates whether you have the option to vote those shares by telephone or by using the internet. In the event there are not sufficient votes for a quorum or to approve or ratify any of the foregoing proposals at the time of the Annual Meeting, the Annual Meeting may be adjourned in order to permit further solicitation of the proxies by the Company.

Wayne, Pennsylvania
April 29, 2021

This is an important meeting. To ensure proper representation at the meeting, please indicate your vote as to the matters to be acted on at the meeting by following the instructions provided in Notice, the Proxy Statement and the proxy card. Even if you vote your shares prior to the meeting, you still may participate in the meeting and vote your shares virtually.

BM TECHNOLOGIES, INC.
201 King of Prussia Road, Suite 350650
Wayne, PA 19087

PROXY STATEMENT
2021

2023 Virtual Annual Meeting of Stockholders
To Be Held on June 16, 202120, 2023 at 10:00 a.m. ET
Online Meeting Only — No Physical Meeting Location
https://www.cstproxy.com/bmtechnologies/20212023

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of BM Technologies, Inc. (the “Company,” “we,” “us” or “our”) for use at our 20212023 Annual Meeting of Stockholders to be conducted virtually via live webcast on June 16, 2021,20, 2023, at 10:00 a.m. (Eastern Time), and at any adjournments thereof (the “Annual Meeting”). You or your proxyholder can participate, vote, and examine our stockholder list at the virtual annual meeting by visiting https://www.cstproxy.com/bmtechnologies/20212023 and using the control number included on your proxy card or voting instruction form.

This Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 20202022 (the “Annual Report”) are available to stockholders at www.ir.bmtxinc.comhttps://ir.bmtxinc.com. On or about April 29, 2021,May 3, 2023, we will begin mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on (a) how to access and review this Proxy Statement and the Annual Report via the Internet and (b) how to obtain printed copies of this Proxy Statement, the Annual Report and a proxy card. The Notice also explains how you may submit your proxy over the Internet. If you received a Notice and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting those materials included in the Notice.

We encourage you to vote your shares, either by voting virtually at the Annual Meeting or by granting a proxy (i.e., authorizing someone to vote your shares). If you vote by telephone or over the internet, or by completing, signing, dating and returning your proxy card or voting instruction form, and we receive your vote in time for the meeting, the persons named as proxies will vote the shares registered directly in your name in the manner that you specified. If you give no instructions on the proxy card, the shares covered by the proxy card will be voted FOR the election of the nominees as director and FOR the other matters listed in the accompanying Notice of Annual Meeting of Stockholders.

Your vote is important. Whether or not you plan to participate in the Annual Meeting, please promptly vote your shares by telephone or over the Internet, or by completing, signing, dating and returning your proxy card or voting instruction form prior to the Annual Meeting so that your shares will be represented at the Annual Meeting. Instructions for voting are described in the Notice, the Proxy Statement and the proxy card.

Important notice regarding the availability of proxy materials for the annual stockholder meeting to be held on June16, 2021: 20, 2023:

The Notice of Annual Meeting, proxy statement, proxy card and our Annual Report for the fiscal year ended December31, 20202022 are available at the following internet address: www.ir.bmtxinc.comhttps://ir.bmtxinc.com.

INFORMATION ABOUT THE MEETING

When is the Annual Meeting?

The Annual Meeting will be conducted virtually on June 16, 2021,20, 2023, at 10:00 a.m. (Eastern Time).

Where will the Annual Meeting be held?

TheThere is no physical location for the Annual Meeting, which will be conducted virtually via live webcast at https://www.cstproxy.com/bmtechnologies/20212023.

What items will be voted on at the Annual Meeting?

There are twothree matters scheduled for a vote:

1.      To elect two Class IIII directors to serve until their respective successors have been duly elected and qualified (Proposal No. 1);

2.      To approve an amendment to the BM Technologies, Inc. 2021 Employee Stock PurchaseCompany’s 2020 Equity Incentive Plan (Proposal No. 2);

3.      To ratify the appointment of BDO USAKPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 20212023 (Proposal No. 3); and

4.      To transactIn addition, there will be transacted such other business as may properly come before the meeting, or any adjournments or postponements thereof.

As of the date of this proxy statement, we are not aware of any other matters that will be presented for consideration at the Annual Meeting.

What are the recommendations of the Board of Directors?

Our Board of Directors recommends that you vote:

“FOR” the election of the two Class IIII director nominees named herein to serve on the Board of Directors; and

“FOR” the approval of the BM Technologies, Inc. 2021 Employee Stock Purchaseamendment to the Company’s 2020 Equity Incentive Plan; and

“FOR” the ratification of the appointment of BDO USAKPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.2023.

Will the Company’s directors be in attendance at the Annual Meeting?

The Company encourages, but does not require, its directors to attend annual meetings of stockholders. The Company expects all of its directors to attend the Annual Meeting virtually. Last year, all directors attended the meeting virtually.

Why did I receive a Notice of Internet Availability of Proxy Materials in the mail instead of a printed set of proxy materials?

Under rules adopted by the SEC, we are permitted to furnish our proxy materials over the Internet to our stockholders by delivering a Notice in the mail. Instead of mailing printed copies of the proxy materials to our stockholders, we are mailing the Notice to instruct stockholders on how to access and review the Proxy Statement and Annual Report over the Internet at www.ir.bmtxinc.comhttps://ir.bmtxinc.com. The Notice also instructs stockholders on how they may submit their proxy over the Internet or via phone. If you received a Notice and would like to receive a printed copy of our proxy materials, you should follow the instructions in the Notice for requesting these materials.

INFORMATION ABOUT VOTING

Who is entitled to vote at the Annual Meeting?

Only stockholders of record at the close of business on the record date, April 26, 2021,28, 2023, are entitled to receive notice of the Annual Meeting and to vote the shares for which they are stockholders of record on that date at the Annual Meeting, or any postponement or adjournment of the Annual Meeting. As of the close of business on April 26, 2021,28, 2023, we had 12,200,30212,288,439 shares of common stock outstanding.

How do I vote?

With respect to Proposal No. 1, you may either vote “FOR” each of the Class IIII nominees to the Board of Directors, or you may vote “WITHHOLD AUTHORITY” for the nominees. For each of the other proposals to be voted on, you may vote “FOR” or “AGAINST,” or abstain from voting altogether. The procedures for voting are fairly simple:

Stockholders of Record:    Shares Registered in Your Name. If on April 26, 2021,28, 2023, your shares were registered directly in your name with the Company’s transfer agent, Continental Stock Transfer & Trust Company, then you are a stockholder of record. If you are a stockholder of record, you may vote virtually at the Annual Meeting or vote by giving us your proxy. You may give us your proxy submitting it over the internet or via phone or by completing, signing, dating and returning your proxy card. Whether or not you plan to participate in the Annual Meeting, we urge you to give us your proxy by telephone or overthrough the Internet, or by completing, signing, dating and returning your proxy card or voting instruction form, to ensure your vote is counted. You may still participate in the Annual Meeting and vote virtually if you have already voted by proxy or have otherwise given your proxy authorization.

•        VIRTUALLYVIRTUALLY:    :    To vote virtually, participate in the Annual Meeting, and submit your vote via the website.

•        BY MAILMAIL:    :    If you received a proxy card by mail and choose to vote by mail, simply complete, sign and date the enclosed proxy card and return it promptly in the postage paid envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.

Beneficial Owners:    Shares Registered in the Name of a Broker or Bank. If on April 26, 2021,28, 2023, your shares were held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you by that organization. If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than from the Company. Simply complete and mail the proxy card to ensure that your vote is counted. Alternatively, you may be able to vote by telephone or over the internet as instructed by your broker or bank. To vote virtually at the Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a proxy card.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of common stock for which you are the stockholder of record as of April 26, 2021.28, 2023.

What does it mean if I receive more than one proxy card?

If you receive more than one proxy card, your shares are registered in more than one name or are registered in different accounts. Please provide a response for each proxy card you receive to ensure that all of your shares are voted.

What if I return a proxy card but do not make specific choices?

If you return a signed and dated proxy card without marking any voting selections, your shares will be voted: “FOR” the election of the two Class IIII director nominees named herein to serve on the Board of Directors, “FOR” the approval of the BM Technologies 2021 Employee Stock Purchaseamendment to our 2020 Equity Incentive Plan, and “FOR” the ratification of the appointment of BDO USAKPMG LLP, as our independent registered public accounting firm for the fiscal year ending December 31, 2021.2023.

If any other matter is properly presented at the meeting, your proxy (one of the individuals named on your proxy card) will vote your shares as recommended by the Board of Directors or, if no recommendation is given, will vote your shares using his or her discretion.

Can I change my vote after submitting my proxy card?

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the stockholder of record of your shares, you may revoke your proxy in any one of three ways:

•        You may change your vote using the same method that you first used to vote your shares;

•        You may send a written notice that you are revoking your proxy to BM Technologies, Inc., 201 King of Prussia Road, Suite 350,650, Wayne, Pennsylvania, Attention: Robert Ramsey,James Dullinger, Chief Financial Officer; or

•        You may participate in the Annual Meeting and vote virtually. Simply participating in the Annual Meeting, however, will not, by itself, revoke your proxy.

If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.

How are votes counted?

Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count “FOR” and “WITHHOLD AUTHORITY” votes for Proposal No. 1, and with respect to ProposalProposals No. 2 and No. 3, “FOR,” “AGAINST” and “ABSTAIN.” A broker non-vote occurs when a nominee, such as a brokerage firm, bank, dealer or other similar organization, holding shares for a beneficial owner, does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that proposal and has not received instructions with respect to that proposal from the beneficial owner. In the event that a broker, bank, custodian, nominee or other record holder of our common stock indicates on a proxy that it does not have discretionary authority to vote certain shares on a particular proposal, then those shares will be treated as broker non-votes with respect to that proposal. Accordingly, if you own shares through a nominee, such as a brokerage firm, bank, dealer or other similar organization, please be sure to instruct your nominee how to vote to ensure that your vote is counted on each of the proposals.

If your shares are held by your broker as your nominee (that is, in “street name”), you will need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. We believe that each of Proposal Nos.No. 1 (election of directors) and Proposal No. 2 (approval of Employee Stock Purchase Program)(amendment to 2020 Equity Incentive Plan) is each a non-routine proposal. Since these proposals to be voted on at the Annual Meeting are not routine matters, the broker or nominee that holds your shares will need to obtain your authorization to vote those shares and will enclose a voting instruction form with this proxy statement. The broker or nominee will vote your shares as you direct on their voting instruction form so it is important that you include voting instructions.

Abstentions will be treated as shares present for the purpose of determining the presence of a quorum for the transaction of business at the Annual Meeting.Meeting but not as a vote cast on any matter.

How many votes are needed to approve each proposal?

The following table describes the voting requirement for each proposal:

How many shares must be present to constitute a quorum for the Annual Meeting?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if at least a majority of the outstanding shares entitled to vote are represented by stockholders present at the Annual Meeting or by proxy. On April 26, 2021,28, 2023, the record date, there were 12,200,30212,288,439 shares outstanding and entitled to vote. Thus, 6,100,1526,144,220 shares must be represented by stockholders present at the Annual Meeting or by proxy to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote virtually at the Annual Meeting. Abstentions will be counted towards the quorum requirement.

If a quorum is not present at the Annual Meeting, or if a quorum is present but there are not enough votes to approve one or more of the proposals, the person named as chairmanchair of the Annual Meeting may adjourn the meeting to permit further solicitation of proxies. A stockholder vote may be taken on one or more of the proposals in this proxy statement prior to any such adjournment if there are sufficient votes for approval on such proposal(s).

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. Final voting results will be published in a Current Report on Form 8-K that we expect to file with the Securities and Exchange Commission within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

ADDITIONAL INFORMATION

How and when may I submit a stockholder proposal for the Company’s 20222024 Annual Meeting?

We will consider for inclusion in our proxy materials for the 20222024 Annual Meeting of Stockholders, stockholder proposals that are received at our executive offices, in writing, no earlier than December 16, 2021 and no later than 5:00 p.m. (Eastern Time) on March 16, 2022,December 10, 2023, and that comply with our bylaws and all applicable requirements of Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Proposals must be sent to our Corporate Secretary at BM Technologies, Inc., 201 King of Prussia Road, Suite 350,650, Wayne, Pennsylvania 19087.

Pursuant to our bylaws, stockholders wishing to nominate persons for election as directors or to introduce an item of business at an annual meeting that are not to be included in our proxy materials must have given timely notice thereof in writing to our Corporate Secretary. To be timely for the 20222024 Annual Meeting of Stockholders, you must notify our Corporate Secretary, in writing, no earlier than December 16, 2021,February 21, 2024, and no later than 5:00 p.m. (Eastern Time) on March 16, 2022.22, 2024. We also advise you to review our bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations, including the different notice submission date requirements in the event that the date of the notice for the 20222024 Annual Meeting of Stockholders is more than 30 days before or 60 days after the first anniversary of the date of the notice for the 20212023 Annual Meeting. In accordance with our bylaws, our board or chairmanchair of the 20222024 Annual Meeting of Stockholders may determine, if the facts warrant, that a matter has not been properly brought before the meeting and, therefore, may not be considered at the meeting.

Pursuant to the Company’s bylaws, among other things, a stockholder’s notice shall set forth information as to the stockholder giving notice, as well as to each individual whom the stockholder proposes to nominate for election or reelection as a director:

•        the name, age, business address and residence address of such individual;

•        The principal occupation or employment of the individual;

•        the class, series and number of any shares of stock of the Company that are beneficially owned by such individual;

•        all other information relating to such individual that is required to be disclosed in solicitations of proxies for election of directors in an election contest (even if an election contest is not involved), or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including such individual’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected).

All nominees properly submitted to the Company (or which the nominating and corporate governance committee otherwise elects to consider) will be evaluated and considered by the members of the nominating and corporate governance committee using the same criteria as nominees identified by the nominating and corporate governance committee itself.

How can I obtain the Company’s Annual Report on Form 10-K?

A copy of our 20202022 Annual Report on Form 10-K for the fiscal year ended December 31, 20202022 is available at www.ir.bmtxinc.comhttps://ir.bmtxinc.com. You also can obtain copies without charge at the SEC’s website at www.sec.gov. Our 20202022 Annual Report is not incorporated into this proxy statement and shall not be considered proxy solicitation material.

We will also mail to you without charge, upon written request, a copy of any specifically requested exhibit to our Annual Report on Form 10-K for the fiscal year ended December31, 2020.2022. Requests should be sent to: Corporate Secretary, BM Technologies, Inc., 201 King of Prussia Road, Suite 350,650, Wayne, Pennsylvania 19087. A copy of our Annual Report on Form 10-K has also been filed with the Securities and Exchange Commission, or the SEC, and may be accessed from the SEC’s homepage (www.sec.gov).

Who is paying for this proxy solicitation?

The Company will pay for the entire cost of soliciting proxies. The Company may engage a third party proxy solicitor. The proxy solicitor may call you and ask you to vote your shares. The proxy solicitor will not attempt to influence how you vote your shares, but only ask that you take the time to cast a vote. You may also be asked if you would like to vote over the telephone and to have your vote transmitted to our proxy tabulation firm.

In addition to these written proxy materials, directors, officers and employees of BM Technologies, Inc. may also solicit proxies in person, by telephone or by other means of communication; however, the directors, officers and employees of BM Technologies, Inc. will not be paid any additional compensation for soliciting proxies. In addition to the solicitation of proxies by the use of the mail, proxies may be solicited in person and/or by telephone or facsimile transmission by any proxy solicitor, directors, officers or employees of BM Technologies, Inc.

The Company may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

How many copies should I receive if I share an address with another stockholder?

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

Under this procedure, brokers are permitted to deliver a single copy of our Notice and, as applicable, any additional proxy materials that are delivered until such time as one or more of these shareholders notifies their broker that they want to receive separate copies. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If at any time you no longer wish to participate in householding and would prefer to receive a separate proxy statement and Annual Report, or if you are receiving multiple copies of the proxy statement and Annual Report and wish to receive only one, please notify your broker if your shares are held in a brokerage account or us if you are a stockholder of record. You can notify us by sending a written request to: Corporate Secretary, BM Technologies, Inc., 201 King of Prussia Road, Suite 350,650, Wayne, Pennsylvania 19087, or by calling (484) 926(877) 327-7118-9515. In addition, the Company will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the Annual Report and proxy statement to a stockholder at a shared address to which a single copy of the documents was delivered.

Whom should I contact if I have any questions?

If you have any questions about voting your shares or about the Annual Meeting, these proxy materials or your ownership of our common stock, please contact Robert Ramsey,James Dullinger, Chief Financial Officer, 201 King of Prussia Road, Suite 350,650, Wayne, Pennsylvania 19087, Telephone: (484) 926(877) 327-7118.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on June16, 2021: This Proxy Statement and the Annual Report are available on-line at www.ir.bmtxinc.com-9515.

PROPOSAL NO. 1
ELECTION OF CLASS IIII DIRECTORS

The Board of Directors presently has seven members. Our Board of Directors is divided into three classes. Each class has a three-year term. Class I directors hold office for a term expiring at the Annual Meeting of Stockholders to be held in 2021,2024, Class II directors hold office for a term expiring at the Annual Meeting of Stockholders to be held in 20222025 and Class III directors hold office for a term expiring at the Annual Meeting of Stockholders to be held in 2023. Each director holds office for the term to which he or she is elected and until his or her successor is duly elected and qualified. Vacancies on the Board of Directors may be filled by persons elected by a majority of the remaining directors and nominated by the nominating and corporate governance committee. A director elected by the Board of Directors to fill a vacancy in a class, including any vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. Messrs. Aaron Hodari and Pankaj DinodiaJohn Dolan are Class I directors; Ms. Marcy Schwab and Messrs. A.J. Dunklau and Mike Gill are Class II directors; and Ms. Luvleen Sidhu and Mr. Brent Hurley are Class III directors.

____________

*        Indicates Class IIII director nominees

(1)      This column reflects the current directors and nominees on the Board of Directors.

The Board of Directors has nominated two directors (upon the recommendation of the nominating and corporate governance committee), Messrs. HodariMs. Sidhu and Dinodia,Mr. Hurley, for election as Class IIII directors. If elected at the Annual Meeting, each of Messrs. HodariMs. Sidhu and DinodiaMr. Hurley would serve until the 20242026 Annual Meeting of Stockholders and until his or her successor is elected and has qualified, or, if sooner, until his or her death, resignation or removal. Neither of Messrs. HodariMs. Sidhu and DinodiaMr. Hurley is being nominated as a director for election pursuant to any agreement or understanding between such person and the Company. Each of Messrs. HodariBoth Ms. Sidhu and Dinodia hasMr. Hurley have indicated histheir willingness to continue to serve if elected and hashave consented to be named as a nominee. Mr. Hodari is not considered a “independent director” as defined under the listing requirements and rules of the NYSE American exchange and the applicable rules of the Exchange Act. It is our policy to encourage directors and nominees for director to attend the Annual Meeting.

The directors will be elected by a plurality of the votes cast at the meeting, which means that the two nominees receiving the highest number of votes will be elected. Any shares not voted, whether by withheld authority, broker non-votes, abstention or otherwise, will have no effect on the outcome of the election of directors. There are no cumulative voting rights with respect to the election of directors.

The Board of Directors recommends a vote “FOR” the election of all of the nominees whose names are set forth on the following pages. A stockholder can vote for or withhold his or her vote from each nominee. In the absence of instructions to the contrary, it is the intention of the persons named as proxies to vote such proxy for the election of the nominees named below. If a nominee should decline or be unable to serve as a director, it is intended that the proxy will be voted for the election of such person who is nominated as a replacement. The Board of Directors has no reason to believe that the Class IIII director nominees named will be unable or unwilling to serve.

Nominees for Class IIII Directors

____________

(1)      The address for each of Messrs. Hodari and Dinodia is c/o 201 King of Prussia Road, Suite 350, Wayne, Pennsylvania 19087.

(2)      Mr. Hodari is not considered an independent director because of his employment with a significant shareholder of the Company.

Interested Director

Pankaj Dinodia has served as our director since the Business Combination. Since June 2011, Mr. Dinodia has been Chief Executive Officer and founder of Dinodia Capital Advisors, a SEBI-registered financial advisory services firm based in New Delhi, which provides strategic and merger and acquisitions services and works closely with several family offices on global investments and asset allocation. Prior to that, Mr. Dinodia earned his MBA from the Harvard Business School. From July 2008 to July 2009, Mr. Dinodia worked for accounting firm S.R. Dinodia & Co., developing its M&A Advisory practice. From July 2007 to July 2008, Mr. Dinodia helped establish and run Goldman Sachs’ private equity business in India. Prior to that, Mr. Dinodia had served within the Investment Banking Division at Goldman Sachs in New York City since 2005, where he provided mergers and acquisition and investment advisory services to global banks, insurance and fintech companies. He has previously served as the Founder & President of the Wharton Alumni Delhi Chapter as well as on the Executive Board for the Harvard Business School Club of India. Mr. Dinodia graduated magna cum laude at the Wharton School, earning his BS Economics degree with a concentration in finance. He also earned his MBA at the Harvard Business School. We believe that Mr. Dinodia is qualified to serve as a member of our Board of Directors based on his experience in banking, investing and providing strategic advice and mergers and acquisitions advisory services, as well has his experience mentoring start-ups across industries, including those in fintech and consumer industries.

Non-independent Director

Aaron Hodari has served as our director since the Business Combination. Mr. Hodari, a CFP and CIMA, is a Managing Director of Schechter Private Capital, LLC. Aaron Hodari works with high net worth individuals, families, business owners, and their advisors to bring them institutional quality investment management and advanced financial planning solutions. Aaron heads the firm’s branch of Private Capital, including deal sourcing, due diligence, deal structuring, and market opportunity identification. He’s also instrumental in the development of correlated and non-correlated investment alternatives, helping identify investment allocations and manager selection. He is a sought-after speaker regarding the tax advantages for hedge funds within Private Placement

Independent Director

Brent Hurley has served as our director since the Business Combination. Since July 2016, Mr. Hurley has been a serial angel investor in various technology start-up companies and participated in multiple venture funds. Mr. Hurley has been a member of MFA Investor Holdings, the sponsor of MFAC, since 2018. From January 2015 to June 2016, Mr. Hurley was Chief Executive Officer and Co-founder of SayMore, a social network start-up company. From November 2011 to January 2015, Mr. Hurley served as Chief Financial Officer of MixBit, Inc. (previously AVOS Systems), a multinational consumer technology company backed by GV (formerly Google Ventures) and NEA. Prior to that, Mr. Hurley was a founding team member of YouTube for four years until its sale to Google, serving as Director of Finance and Operations from 2005 to 2007 and, following the sale to Google, Manager on the YouTube Strategic Partnerships Team. Prior to that, Mr. Hurley was a buyside securities trader and portfolio accountant at Fisher Investments. Mr. Hurley began his career as an intern at PayPal, Inc. when it had less than 25 employees. Mr. Hurley served on the board of directors of MixBit, a private company, from 2014 to 2018, and has served two 3-year terms on the Board of Trustees at Albright College, and one term on the Harvard Business School Alumni Board. Mr. Hurley earned his BS in Finance & Philosophy from Albright College and his MBA from Harvard Business School. We believe that Mr. Hurley is qualified to serve as a member of our Board of Directors based on his extensive experience investing in and developing technology start-up companies and his finance and accounting experience.

Class II Directors (continuing directors not up for re-election at the Annual Meeting)

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(1)      The address for each of Ms. Schwab and Messrs. Dunklau and Gill is c/o 201 King of Prussia Road, Suite 650, Wayne, Pennsylvania 19087.

Independent Directors

Marcy Schwab has served as our director since the Business Combination. Ms. Schwab is the President of Inspired Leadership, LLC, which she founded in 2012. Inspired Leadership, LLC provides consulting, leadership advisory, and executive coaching services to Fortune 500 companies, start-ups, federal, state and local agencies and not-for-profits. Ms. Schwab has also served as principal at thoughtLEADERS, LLC since 2016. From July 2019 to September 2020, Ms. Schwab served of chief of staff to the CEO of Reserve Trust Company part time, and served as Vice President of Retail Banking at Sallie Mae from 2010 to 2012. Ms. Schwab served in various roles at Capital One, including Senior Vice President, Consumer Segment Lending from 2008 to 2009, Vice President of Direct Banking from 2007 to 2008, and Senior Business Director of Internet Card from 1998 to 2007. Ms. Schwab brings over 25 years of experience as a senior executive, consultant, facilitator, and leadership coach. Ms. Schwab earned an MBA from The Wharton School of Business and a Bachelor of Science in Engineering from the University of Pennsylvania. We believe that Ms. Schwab is qualified to serve as a member of our Board of Directors based on her experience as a senior leader at several consumer focused financial services companies.

A.J. Dunklau has served as our director since the Business Combination and until the Business Combination served as President of Megalith since its inception, and served as Chief Executive Officer of Megalith from May 5, 2020 to January 2021. Since January 2021, Mr. Dunklau has served as General Manager of LightBox, a provider of due diligence, risk management, location intelligence and workflow solutions. From 2011 through 2017, Mr. Dunklau was an executive at AGDATA, LP, a provider of payment facilitation, information services, and software, which was sold to Vista Equity Partners in 2014. From 2016 to 2017 Mr. Dunklau served as AGDATA’s Chief Strategy Officer and from 2014 to 2016 he served as its Head of Product Management. From 2012 to 2014, Mr. Dunklau served as AGDATA’s Executive Vice President and General Manager of Industry Platforms, and prior to that served as Director of Business Development. From 2005 to 2011, he worked as a management consultant at A.T. Kearney, where he consulted on global projects across a range of industries, including financial services. Mr. Dunklau received his Bachelor of Science in Business Administration from Washington University in St. Louis and an MBA from the Harvard Business School. We believe that Mr. Dunklau is qualified to serve as a member of our Board of Directors based on his financial and technology experience, and experience advising, developing and growing financial services companies.

Mike Gill has served as our director since the Business Combination. Mr. Gill is a retired attorney who worked as Managing Director Global Complex Contracting at Accenture LLP from 2003 to October 2016. At Accenture LLP, Mr. Gill headed up a team of over 160 attorneys worldwide, specializing in technology, digital, outsourcing, and systems integration transactions and helping to negotiate and close large and complex customer-facing contracts across the world, including in the financial services industry. Prior to working at Accenture, Mr. Gill practiced as a transactional attorney for over 25 years in Kansas City, Missouri specializing in professional services providers, including consultants, accountants, architects and attorneys. Mr. Gill also has experience in commercial litigation, including malpractice and securities law defense. Mr. Gill earned his BS in Business from University of Missouri and his JD from University of Missouri School of Law. We believe that Mr. Gill is qualified to serve as a member of our Board of Directors based on his legal experience, experience within the financial services industry and significant experience structuring and negotiating complex transactions both domestically and globally.

Class I Directors (continuing directors not up for re-election at the Annual Meeting)

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(1)      The address for each of Messrs. Dolan and Hodari is c/o 201 King of Prussia Road, Suite 650, Wayne, Pennsylvania 19087.

(2)      Mr. Hodari is not considered an independent director because of his employment with a significant shareholder of the Company.

Independent Director

John Dolan has served as our director since May 2022. Since 2018, Mr. Dolan has served as Founder and Manager of Dolan Financial Solutions, LLC, a business strategy and financial consulting firm and loan broker. From 2015 to 2017, Mr. Dolan was the Founder and Managing Member of Dolan Finance, LLC. Mr. Dolan was Chairman of the Board of Directors of Atlantic Coast Financial Corporation (Nasdaq: ACFC) from 2016 until its acquisition by Ameris Bancorp in 2018. During that time, he also served as Chairman of ACFC’s Audit Committee. From 1980 to 2011, Mr. Dolan was employed by First Commonwealth Financial Corporation (NYSE: FCF) and its predecessor (First Commonwealth) headquartered in Indiana, Pennsylvania. Mr. Dolan most recently served as the President and Chief Executive Officer of First Commonwealth after serving as its Chief Financial Officer for twenty years and was also a director from 2007 to 2011. In these roles, he helped transform First Commonwealth from a bank with $200 million in assets to a publicly traded bank holding company with $6 billion in assets. Throughout his banking tenure, Mr. Dolan was active in industry groups such as the Financial Services Roundtable, Pennsylvania Bankers Association, and the American Bankers Association. Mr. Dolan is an active angel investor and is experienced in economic development and assisting early-stage companies during their development. He serves on the board of directors of Pratter, Inc., an early-stage company that provides transparency to reduce healthcare costs and has served on several not-for profit boards. Mr. Dolan earned his B.S. in Business Administration with a specialization in accounting from West Liberty University. We believe that Mr. Dolan is qualified to serve as a member of our Board of Directors based on his extensive experience serving banks and financial services companies and experience serving on boards of directors, including on the audit committee, and his substantial industry knowledge.

Non-independent Director

Aaron Hodari has served as our director since the Business Combination. Mr. Hodari, a CFP and CIMA, is a Managing Director of Schechter Private Capital, LLC. Aaron Hodari heads the firm’s branch of Private Capital, including deal sourcing, due diligence, deal structuring, and market opportunity identification, and investor relations. Aaron also works directly with ultra-high net worth families bringing them institutional quality investment management and advanced financial planning solutions. He is also instrumental in the development of correlated and non-correlated investment alternatives at Schechter, helping identify investment allocations and manager selection. Prior to joining Schechter, Aaron worked at BlackRock Financial Management in the Institutional Account Management group where he managed relationships with institutional investors including pension funds, foundations & endowments, and family offices. While there, he specialized in customized fixed-income solutions, commodities, and hedge funds. Aaron graduated from the University of Michigan, where he majored in economics and played lacrosse. He is a member of the CAIS Advisory Council. We believe that Mr. Hodari is qualified to serve as a member of our Board of Directors based on his financial and investment management expertise.

CORPORATE GOVERNANCE

Our Board has adopted Corporate Governance Guidelines that address items such as the qualifications and responsibilities of its directors and director candidates and corporate governance policies and standards applicable. In addition, our Board has adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. The full text of our Corporate Governance Guidelines and our Code of Business Conduct and Ethics are posted on the Corporate Governance portion of the Company’s website. We will post amendments to our Code of Business Conduct and Ethics or waivers of our Code of Business Conduct and Ethics for directors and officers on the same website.

Board Composition

Our business affairs are managed under the direction of our Board. Our Board consists of seven members, at least a majority of whom qualify as independent within the meaning of the independent director guidelines of the NYSE American. Ms. Sidhu and Mr. Hodari are not considered independent.

Our Board is divided into three staggered classes of directors. At each annual meeting of our stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring, as follows:

•        the Class I directors are Aaron Hodari and John Dolan, and their terms will expire at the annual meeting of stockholders to be held in 2024;

•        the Class II directors are A.J. Dunklau, Marcy Schwab, and Mike Gill, and their terms will expire at the annual meeting of stockholders to be held in 2025; and

•        the Class III directors are Luvleen Sidhu and Brent Hurley, and their terms will expire at the annual meeting of stockholders to be held in 2023.

Our Charter provides that the Company’s Board will consist of one or more members, and the number of directors may be increased or decreased from time to time by a resolution of the Company Board. Each director’s term continues until the election and qualification of his or her successor, or his or her earlier death, resignation, or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the total number of directors. This classification of the Company Board may have the effect of delaying or preventing changes in control of the Company.

Each of the Company’s officers serves at the discretion of the Company Board and will hold office until his or her successor is duly appointed and qualified or until his or her earlier resignation or removal. There are no family relationships among any of the directors or officers of the Company. The Company Board has appointed Mike Gill as lead director to help management coordinate with the independent directors.

Director Independence

The Company’s Common Stock is listed on the NYSE American. Under the NYSE American rules, independent directors must comprise a majority of a listed company’s board of directors. In addition, the NYSE American rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent. Under the NYSE American rules, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Audit committee members must also satisfy the additional independence criteria set forth in Rule 10A-3 under the Exchange Act and the rules of the NYSE American. Compensation committee members must also satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange Act and the NYSE American rules.

In order to be considered independent for purposes of Rule 10A-3 under the Exchange Act and under the rules of the NYSE American, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the committee, the board of directors, or any other board committee: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.

To be considered independent for purposes of Rule 10C-1 under the Exchange Act and under the rules of the NYSE American, the board of directors must affirmatively determine that the member of the compensation committee is independent, including a consideration of all factors specifically relevant to determining whether the director has a relationship to the company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: (i) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the company to such director; and (ii) whether such director is affiliated with the company, a subsidiary of the company or an affiliate of a subsidiary of the company.

Our Board has undertaken a review of the independence of each director and considered whether each director of the Company has a material relationship with the Company that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, we determined that John Dolan, Mike Gill, Brent Hurley, A.J. Dunklau, and Marcy Schwab will be considered “independent directors” as defined under the listing requirements and rules of the NYSE American and the applicable rules of the Exchange Act.

Board Leadership Structure

We believe that the structure of our Board and its committees will provide strong overall management of the Company.

Committees of the Company Board

The Company Board has an audit committee, compensation committee and nominating and corporate governance committee. The composition and responsibilities of each of the committees of the Board of Directors is described below. Members serve on these committees until their resignation or until as otherwise determined by the Company Board.

Audit Committee

Each of the members of the Company’s audit committee satisfies the requirements for independence and financial literacy under the applicable rules and regulations of the SEC and rules of the NYSE American. The Company also determined that Mr. Dolan qualifies as an “audit committee financial expert” as defined in the SEC rules and satisfies the financial sophistication requirements of the NYSE American. The Company’s audit committee is responsible for, among other things:

•        selecting a qualified firm to serve as the independent registered public accounting firm to audit the Company’s financial statements;

•        helping to ensure the independence and performance of the independent registered public accounting firm;

•        discussing the scope and results of the audit with the independent registered public accounting firm and reviewing, with management and the independent registered public accounting firm, the Company’s interim and year-end financial statements;

•        developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

•        reviewing the Company’s policies on and oversees risk assessment and risk management, including enterprise risk management;

•        reviewing the adequacy and effectiveness of internal control policies and procedures and the Company’s disclosure controls and procedures; and

•        approving or, as required, pre-approving, all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm.

The Company Board has adopted a written charter for the audit committee, which is available on the Company’s website.

Compensation Committee

Each of the members of the Company’s compensation committee meet the requirements for independence under the applicable rules and regulations of the SEC and rules of the NYSE American. Ms. Luvleen Sidhu and Mr. Hodari are not considered independent.

Our Board is divided into three staggered classes of directors. At each annual meeting of our stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring, as follows:

•        the Class I directors are Aaron Hodari and Pankaj Dinodia, and their terms will expire at the annual meeting of stockholders to be held in 2021;

•        the Class II directors are A.J. Dunklau, Marcy Schwab, and Mike Gill, and their terms will expire at the annual meeting of stockholders to be held in 2022; and

•        the Class III directors are Luvleen Sidhu and Brent Hurley, and their terms will expire at the annual meeting of stockholders to be held in 2023.

Our Charter provides that the Company Board will consist of one or more members, and the number of directors may be increased or decreased from time to time by a resolution of the Company Board. Each director’s term continues until the election and qualification of his or her successor, or his or her earlier death, resignation, or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the total number of directors. This classification of the Company Board may have the effect of delaying or preventing changes in control of the Company.

Each of the Company’s officers serve at the discretion of the Company Board and will hold office until his or her successor is duly appointed and qualified or until his or her earlier resignation or removal. There are no family relationships among any of the directors or officers of the Company. The Company Board has appointed Pankaj Dinodia as lead director to help management coordinate with the independent directors.

Director Independence

The Company’s Common Stock is listed on the NYSE American. Under the NYSE rules, independent directors must comprise a majority of a listed company’s board of directors. In addition, the NYSE rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent. Under the NYSE rules, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Audit committee members must also satisfy the additional independence criteria set forth in Rule 10A-3 under the Exchange Act and the rules of the NYSE. Compensation committee members must also satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange Act and the NYSE rules.

In order to be considered independent for purposes of Rule 10A-3 under the Exchange Act and under the rules of the NYSE, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the committee, the board of directors, or any other board committee: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.

Related Person Policy of the Company

The Company has adopted a formal written policy providing that the Company’s officers, directors, nominees for election as directors, beneficial owners of more than 5% of any class of the Company’s capital stock, any member of the immediate family of any of the foregoing persons and any firm, corporation or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest, are not permitted to enter into a related party transaction with the Company without the approval of the Company’s nominating and corporate governance committee, subject to the exceptions described below.

A related person transaction is a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which the Company and any related person are, were or will be participants in which the amount involves exceeds the lesser of $120,000 or 1% of our average total assets. Transactions involving compensation for services provided to the Company as an employee or director are not covered by this policy.

Under the policy, the Company will collect information that the Company deems reasonably necessary from each director, executive officer and, to the extent feasible, significant stockholder, to enable the Company to identify any existing or potential related-person transactions and to effectuate the terms of the policy. In addition, under the Code of Conduct, employees and directors have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest.

The policy will require that, in determining whether to approve, ratify or reject a related person transaction, our nominating and corporate governance committee, or other independent body of our Board, must consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, the Company’s best interests and those of our stockholders, as our nominating and corporate governance committee, or other independent body of our Board, determines in the good faith exercise of its discretion.

Our nominating and corporate governance committee has determined that certain transactions will not require the approval of the nominating and corporate governance committee, including certain employment arrangements of officers, director compensation, transactions with another company at which a related party’s only relationship is as a director, non-executive employee or beneficial owner of less than 10% of that company’s outstanding capital stock, transactions where a related party’s interest arises solely from the ownership of our Common Stock and all holders of our Common Stock received the same benefit on a pro rata basis and transactions available to all employees generally.

Director Attendance

Each director is strongly encouraged to attend each annual meeting of stockholders. This Annual Meeting will be our firstAll directors attended the 2022 annual meeting of stockholders.stockholders, which was held virtually.

Our corporate governance guidelines provide that directors should be prepared for and attend Board meetings and actively participate in Board discussions. Because we completedThe Board met five times in 2022. Each director attended at least 70% of all board and committee meetings for which the director was a member.

EXECUTIVE OFFICERS

Our executive officers are appointed annually and serve at the pleasure of the Board. The following sets forth the name, age as of the record date, position(s) with the Company and selected biographical information for our Business Combination in 2021, noneexecutive officers. The biography of Ms. Sidhu is provided above under “Proposal No. 1: Election of Class III Directors.”

Rajinder Singh has served as our incumbent directors wereCo-Chief Executive Officer since March 2023. From January 2023 to March 2023, he served on our Board of DirectorsDirectors. Mr. Singh worked in 2020.the investment banking practice of Raymond James for more than 20 years, including most recently as Vice Chairman — Investment Banking from 2017 to 2023. During his career, Mr. Singh managed over 150 investment banking transactions, including M&A transactions, debt and equity financings, balance sheet recapitalizations, in and out-of-court restructurings, financial opinions, and valuations. Mr. Singh holds FINRA Series 7 and 63 licenses in addition to being a Certified Public Accountant (NJ inactive). He earned an MBA from the University of North Carolina at Chapel Hill and a BS in Accounting from Rutgers University.

James Donahue has served as our President since January 2023. From 2020 to January 2023, he served as our Executive Vice President and Chief Technology Officer. He has a 25-year career in financial services, starting at ADP Brokerage before it spun out in 1998 to create BISYS, which was ADP’s entry into the banking system. He also served in senior positions at Finastra as well as First Republic Bank before joining the Company.

James Dullinger has served as our Chief Financial Officer since January 2023 and our Chief Accounting Officer since March 2022. From 2020 to 2022, he served as Chief Financial Officer at a publicly traded provider of Internet of Things (IoT) services and technologies. Previously, Mr. Dullinger served for more than 14 years in senior accounting and finance leadership roles at several publicly traded and private equity owned startup and middle-market technology, e-commerce, and investment services companies. Mr. Dullinger began his career in public accounting with 10 years of combined experience at PwC and KPMG, providing audit and other assurance services to complex publicly traded companies operating within the banking and investment services industries. A Certified Public Accountant (PA), he holds an MBA from Georgetown University McDonough School of Business and a BBA in Accounting from Temple University.

EXECUTIVE COMPENSATION

The following sets forth information about the compensation paid to or accrued by our principal executive officer and our two other most highly compensated persons serving as executive officers as offor the periods indicated for services rendered for such periods.period ended December 31, 2022. These executives are referred to as our “named executive officers.”Named Executive Officers (“NEO”).

Summary Compensation Table

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(1)      BankMobile Technologies, Inc. paid all amounts for fiscal year 2020.Effective March 9, 2023, Mr. Diegel terminated his employment agreement.

(2)      All stock options relatingOn March 31, 2023, Mr. Ramsey’s employment ended.

(3)      On August 5, 2021, Ms. Sidhu’s salary was increased from $275,000 to $300,000, and Mr. Diegel and Mr. Ramsey’s salaries were each increased from $250,000 to $275,000. Mr. Donahue was appointed as President on January 26, 2023 with a base salary of $300,000.

(4)      In connection with the Company’s divestiture, on January 4, 2021 Customers Bancorp awarded 809,248 restricted shares to Ms. Sidhu, 96,339 restricted shares to Mr. Diegel, and 57,805 restricted shares to Mr. Ramsey. Effective September 30, 2021, the Board of Directors of the Company granted 250,000 service-based and 250,000 performance-based RSUs to Ms. Sidhu, 40,000 service-based and 40,000 performance-based RSUs to Mr. Donahue, 30,000 service-based and 30,000 performance-based RSUs to Mr. Diegel, and 15,000 service-based and 15,000 performance-based RSUs to Mr. Ramsey. Effective March 11, 2022, the Board of Directors of the Company granted 6,557 service-based RSUs to Ms. Sidhu, 6,011 service-based RSUs to Mr. Donahue, 6,011 service-based RSUs to Mr. Diegel, and 6,011 service-based RSUs to Mr. Ramsey.

(5)      All other compensation reflects a 401(K) match.

(6)      Includes one-time restricted stock were granted by Customers Bancorp on April 3, 2019 at a grant price of $18.62.$14.87 per share as severance in exchange for building (and in the case of Ms. Luvleen Sidhu, was awarded 100,000 options. Mr. Savino received 50,000 options. The options were granted pursuant to a 5 year waterfall vesting schedule. Customers Bancorp accelerated vestingfounding) BM Technologies, and for the value created in connection with the Business Combination.

(3)      All other compensation reflects 401(K) match.

(5)      Robert Savino’s employment ended on January 13, 2021.

Narrative Disclosure to the Summary Compensation Table

The compensation paid to Ms. Sidhu, Mr. SavinoDonahue, Mr. Diegel, and Andrew CrawfordMr. Ramsey in 20202022 and 2021 consisted of base salary, certain restrictedcash bonus incentive compensation, stock units granted by Customers Bancorpawards for past contributions and vesting in connection withfuture performance over the Business Combination, cash bonuses,next 3-5 years, and a 401(K) matchmatch.

Executive Compensation Program Overview

Elements of Total Direct Compensation and Alignment with Performance

Our executive compensation programs are designed to attract and retain key talent to pursue strategies and implement business plans that promote growth and motivate long-term shareholder value creation. The key components of our NEO’s total direct compensation consist of base salary, annual incentives, and long-term incentives (“LTI”). Target total direct compensation for each NEO is benchmarked relative to similarly-sized companies within the consumer finance and application software industries. Each element of annual and long-term incentive compensation is tied to performance and is closely linked to our strategy, growth model, financial objectives and ultimately to continued value creation for our shareholders.

Target Compensation is at or Below 25th Percentile vs. Market

In setting target compensation levels for the NEOs, the Compensation Committee reviews publicly disclosed data provided by BankMobile Technologies, Inc. All cash amountsits compensation consultant, Pearl Meyer, with respect to companies within the consumer finance and application software industries, with annual revenues within a reasonable range of BM Technologies. In setting target compensation levels, the Compensation Committee considers this data as well as BM Technologies’ compensation philosophy, which emphasizes at risk incentive compensation in the form of annual and long-term incentives. Versus the compensation data, aggregate base salaries for the NEOs were positioned below the 25th percentile, and the 2023 long-term incentive grants (which are further described below) were positioned at the 25th percentile.

Significant Percentage of Executive Pay is At Risk and Set to Robust Financial Targets

Since NEO compensation is paid primarily in the form of annual and long-term incentive awards, a significant percentage of executive pay is at risk and variable based on the annual and long-term performance of the Company. Performance-Based Restricted Stock Units (“PBRSUs”), which comprise 50% of the long-term incentive award, will only be paid if 3 to 5-year financial targets are achieved. Time-Based Restricted Stock Units (“TBRSUs”), which comprise the remaining 50% of the long-term incentive award and vest ratably over a three- or four-year period, derive their value directly from the Company’s common stock price appreciation, which in the long-term, reflects Company performance and is directly linked to shareholder returns.

•        Performance-Based Restricted Stock Units:    Will not be paid/earned if the Company’s performance does not meet the threshold performance requirement for the three to five-year period. For the PBRSUs granted in fiscal year 2023, the threshold performance requirement includes doubling the market capitalization (as of the grant date) and increasing Core EBITDA by 40% over 2022, which represents 3-year compound annual growth rates of 26% and 12%, respectively.

•        Time-Based Restricted Stock Units:    Value can decline significantly from the grant date to the extent that Company performance declines and common stock price falls.

Long-Term Incentive Program Overview

The Company has periodically granted long-term incentives to NEOs from the 2020 wereEquity Incentive Plan (the “2020 Plan”) in the form of PBRSUs, which are tied to the achievement of Company financial objectives over a three-year to five-year period, and TBRSUs, which vest ratably over a four-year period. The PBRSUs are subject to the achievement of targeted growth levels of the Company’s market capitalization and Core EBITDA.

The Company made LTI awards under the 2020 Plan to NEOs in fiscal years 2021 and 2023. In fiscal year 2022, BM Technologies did not provide any LTI awards to NEOs; the amounts provided in the Stock Awards column of our Summary Compensation table for 2022 represent the portion of the annual bonus that was paid in TBRSUs, which vest ratably over a three-year period.

On March 31, 2023, the Company granted the following LTI awards to Ms. Sidhu, Mr. Donahue, and Mr. Dullinger. Subject to the approval of Proposal 2 by BankMobile Technologies, Inc.shareholders, the Company also intends to grant the following TBRSUs and PBRSUs to Mr. Singh. For each of the LTI awards, we have shown the grant date fair value (accounting value on the date of grant) as well as the grant date fair value annualized over the vesting periods of the TBRSUs and PBRSUs (four years and three years, respectively). As our LTI program has provided for periodic, rather than regular annual grants, the Compensation Committee believes this is an important metric to consider with respect to the total annualized value of the program at target levels of performance.

A significant proportion of the LTI awards for the executive team are subject to the achievement of market capitalization and Core EBITDA goals; and to the extent that the goal levels under the outstanding PBRSUs are not achieved during the service period, the awards are forfeited.

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(1)      Grant Date Fair Value annualized over the vesting periods of the TBRSUs (four years) and PBRSUs (three years).

(2)      Represents a planned LTI award to Mr. Singh, subject to shareholder approval, as provided in the 2020 Equity Incentive Plan Amendment proposal.

(3)      Grant date fair value assumes stock price of $3.52 for TBRSUs and 50% of PBRSUs subject to Core EBITDA goal, and Monte-Carlo valuation of $2.35 for 50% of PBRSUs subject to Market Capitalization goal. The actual grant date fair value to be based on the closing stock price and valuation on the grant date.

(4)      The actual grant date of Mr. Singh’s RSUs will be determined following the 2023 Annual Meeting.

Employment Agreements

We currently have employment agreements in place with Ms. Luvleen Sidhu, our Founder, Chief Executive Officer Andrew Crawford,and Chair, Rajinder Singh, our Co-Chief Executive Officer, James Donahue, our President, and James Dullinger, our Chief Commercial Officer, Robert Diegel, our Chief Operating Officer, and Warren Taylor, our Chief CustomerFinancial Officer.

Ms. Luvleen Sidhu’s and Mr. Singh’s employment agreement hasagreements each have a term of two years and providesyears; provide for immediate vesting of any equity incentive interests if terminated by the Company without cause or terminated by the executive for good reason. Ms. Luvleen Sidhu’s employment agreementreason; and automatically renewsrenew thereafter for successive two year periods unless either the Company or the employeeexecutive give written notice to the other at least sixty (60) days prior to the end of the applicable term.

Messrs. Crawford, Diegel Mr. Donahue’s and Taylor’sMr. Dullinger’s employment agreements each have a term of one year andyear; provide for acceleratedimmediate vesting of any equity incentive interests if terminated by the Company without cause or terminated by the executive for good reason. The employment agreementsreason; and automatically renew thereafter for successive one-year year periods unless either the Company or the employeeexecutive give written notice to the other at least sixty (60) days prior to the end of the applicable term.

Ms. Luvleen Sidhu, isMr. Singh, Mr. Donahue and Mr. Dullinger are each entitled to receive an annual base salary of at least $350,000, $325,000, $300,000 and $275,000, respectively, pursuant to hertheir respective employment agreement, and incentive compensation in an amount, in such form, and at such time as approved by our Board. Such incentive compensation may take the form of cash payments, (“Cash Bonus”), transfers of stock, stock appreciation awards, restricted stock units or stock options. Ms. Luvleen Sidhu

Each executive is entitled to receive severance compensation in the event of a termination of herthe executive’s employment by the Company without “Cause”cause or by the executive for “Good

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The following includes a summary of transactions since January1, 20202022 to which we have been a party, in which the amount involved in the transaction exceeded the lesser of $120,000 or 1% of our average total assets, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change of control, and other arrangements, which are described under the section entitled “Executive Compensation.” For the purposes of this section, “Megalith” refers to Megalith Financial Acquisition Corp. prior to the Business Combination.

Related Person Policy

Our code of ethics requires us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our board of directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC. Under our code of ethics, conflict of interest situations includes any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving us.

In addition, our audit committee, pursuant to its charter, is responsible for reviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present is required in order to approve a related party transaction. A majority of the members of the entire audit committee constitutes a quorum. Without a meeting, the unanimous written consent of all of the members of the audit committee is required to approve a related party transaction.

Founders Shares

On November 13, 2017, MFA Investor Holdings LLC (the “Sponsor”) purchased 4,312,500 Founder Shares for an aggregate price of $25,000. The Founder Shares automatically converted into shares of Class A Common Stock upon the consummation of the Business Combination. MFA Investor Holdings LLC forfeited 80,278 Founder Shares on September 21, 2018. The Founder Shares forfeited by the Sponsor were cancelled by the Company.

The Sponsor and its members have 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 an 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 thirty (30) trading day period commencing at least one-hundred fifty (150) days after the initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction that results in all of our stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. The Sponsor distributed its Founders Shares to its members.

Placement Warrants

Concurrently with the closing of the Megalith IPO, the Sponsor and Chardan Capital Markets, LLC (“Chardan”) purchased an aggregate of 6,560,000 Placement Warrants at a price of $1.00 per Placement Warrant (5,810,000 by the Sponsor and 750,000 by Chardan) for an aggregate purchase price of $6,560,000. Each whole 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, Megalith consummated a private sale of an additional 385,778 Placement Warrants to the Sponsor at a price of $1.00 per Placement Warrant generating gross proceeds of $385,778. The 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 Placement Warrants are held by Chardan or its designees or affiliates, they may not be exercised after five years from August 23, 2018.

On March 22, 2023, the Company and Customers Bank entered 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 an agreement by and between Customers Bank and a BaaS partner that are not required by Applicable Law (as defined in the 2023 Deposit Servicing Agreement) to be provided by an 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 agreement with the BaaS partner 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 customer of the BaaS partner (as described in the related agreement); 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 nonrenewal withinnon-renewal at least 180 days prior to the expiration of the then-currentterm. 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 usthe Company upon 90120 days’ written notice upon the satisfaction of certain conditions.

As compensation under the 2023 Deposit Servicing Agreement, Customers Bank will retainretains any and all revenue generated from the funds held in the deposit accounts, and Customers Bank will pay us athe Company monthly servicing fee equalfees as set forth in the 2023 Deposit Servicing Agreement. In addition, the Company will have the right to 150 basis points for deposit servicing and 150 basis points for net interest margin sharing, and a monthly interchange fee equal toretain all debit card interchange revenues on demand deposit accountsrevenue generated by us for Customers Bank plusor from the difference between Durbin Exempt and Durbin regulated interchange revenue, as determined pursuant toDepositor Accounts (as defined in the 2023 Deposit Servicing Agreement.Agreement), including, but not limited to, fees and all other miscellaneous revenues. The Company also shall retain all fees (including without limitation, interchange fees), and charges generated by its ATMs and from its payment processing services. The Company will be solely liable for any and all fees, expenses, costs, reimbursements, and other amounts that are or may become due and payable under the agreement with the BaaS partner.

Non-CompetitionTransition Services Agreement

On January 4, 2021, we entered into a Transition Services Agreement with Customers Bank, pursuant to which each party agreed for a period of up to twelve months to provide certain transition services listed therein to the other party. A limited number of these transition services were subsequently extended through March 31, 2022. In consideration for the services, we paid Customers Bank a service fee of $12,500 per month, plus any expenses associated with the services.

The Transition Services Agreement included a provision for providing the Company with assistance in the establishment and 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.

Other

On January 4, 2021, the Company entered into that certaina 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.

On January 4, 2021, the Company entered into a Non-Competition and Non-Solicitation Agreement (the “Non-Competition Agreement”) in favor of and for the benefit of us, our subsidiaries and each of their respective affiliates and successors (each, a “Covered Party”),with Customers Bank providing that Customers Bank will not, for a period of 4 years after the closing of the Business Combinationdivestiture, directly or indirectly engage in the “Business” (as definedCompany’s business in the Non-Competition Agreement) in the Territory (asterritory (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 a Covered Party.the Company.

On November 29, 2021, the Company entered into an agreement with Customers Bank which terminated the $10.0 million letter of credit and gave the Company the right to any shares that were forfeited as part of the January 4, 2021 we entered into standard indemnification agreements with eachShare-Based Compensation Award. During the twelve months ended December 31, 2022, 26,500 forfeited shares were reacquired by the Company from Customers Bank.

Warrant Buyback

On March 1, 2022, the Company reached an agreement to reacquire 1,169,963 Private Warrants at a price of $1.69 per warrant, or a total cost of $2.0 million, from Ms. Sherry Sidhu and Mr. Samvir Sidhu who are immediate family members of our senior officers and directors, requiring us to indemnify him or her against certain liabilities that may arise by reason of their service to us, to the fullest extent permitted by Delaware law.

Loan Agreement

On January 4, 2021, we and our subsidiary BTMX, Inc. entered into a Loan Agreement (the “Debt Agreement”) with Customers Bank (the “Lender”) providing for a line of credit of up to $10 million, subject to a borrowing base requirementCEO. The repurchase settled on March 11, 2022. The transaction price was established based on ourthe range of market prices during the repurchase conversations and our subsidiary’s accounts receivables. Borrowings made underwas approved by the Debt Agreement are subject to an interest rate equal to the 1-month London Interbank Offered Rate plus 375 basis points, and are secured by our and our subsidiary’s assets. Borrowed funds may be repaid at any time without penalty. Concurrent with signing the Debt Agreement, we drew approximately $5.4 million under the Debt Agreement to refinance intercompany debt owed by BankMobile to Customers Bank immediately prior to the Closing.Company’s Audit Committee.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding 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 any class of our common stock;

•        all executive officers and directors of the Company.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

In the table below, percentage ownership is based on 12,200,30212,288,439 shares of Class A common stock outstanding as of April 26, 2021. The28, 2023. When applicable, the table below does not includeincludes the Class A Common Stock underlying theany Placement Warrants held or to be held by the Company’s officers or Sponsor because these securities are not exercisable within sixty (60) days. This table also assumes that there are no issuances of equity securities under the 2020 Equity Incentive Plan.exercisable.

Unless otherwise indicated, the Company believes that all persons named in the table have sole voting and investment power with respect to all shares of Common Stock beneficially owned by them. Unless otherwise noted, the business address of each of the following entities or individuals is 201 King of Prussia Road, Suite 350,650, Wayne, PA 19087.

Beneficial Ownership Table

____________

*        Less than 1%

(1)      Includes 809,248 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.

(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. Share amounts are according to Form 4 filed September 27, 2022.

(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.

(3)      According to a Schedule 13G13G/A filed with the SEC on February 13, 2020, OxFORD serves2023, Pacific Ridge Capital Partners, LLC, as investment adviser, to OxAM Quant Fund Limited.has dispositive power over 662,141 shares of common stock. The address of the principal business office of the reporting person is OxAM House, 6 George Street, Oxford, United Kingdom, OX1 2BW.4900 Meadows Rd, Suite 320, Lake Oswego, OR 97035.

(4)      According to records obtained from the Company’s transfer agent, Mr. Choudhrie is the beneficial owner of 392,769 shares of our common stock and warrants to purchase 1,604,520 shares of the Company’s common stock. Mr. Choudhrie may own additional securities not ascertainable by the Company from the transfer agent’s records.

DELINQUENT SECTION 16(A) REPORTS

Section 16(a) of the Exchange Act requires the Company’s officers and directors, and persons who own more than 10% of our Common Stock, to file reports of securities ownership and changes in such ownership with the SEC. Officers, directors, and greater than 10% stockholders also are required by SEC rules to furnish the Company with copies of all Section 16(a) forms they file.

Based solely on the Company’s review of Forms 3, 4 and 5 filed by such persons and information provided by the Company’s directors and officers, the Company believes that during the year ended December 31, 2020,2022, all Section 16(a) filing requirements applicable to such persons were met in a timely manner.manner, with the following inadvertent exceptions: each of Warren Taylor, James Dullinger and John Dolan filed late one Form 3 during the reporting period; James Dullinger filed late one Form 4 with respect to the grant of a restricted stock unit award during the reporting period; each of Andrew Dunklau, Mike Gill, Aaron Hodari, Brent Hurley, Marcy Schwab, Luvleen Sidhu, Robert Ramsey, Robert Diegel, James Donahue, and John Dolan filed late one Form 4 with respect to one transaction in shares of common stock during the reporting period.

PROPOSAL NO. 2
APPROVAL OF THE BM TECHNOLOGIES, INC. 2021 EMPLOYEE STOCK PURCHASEAMENDMENT TO 2020 EQUITY INCENTIVE PLAN

The Company isOverview

In this proposal, we are requesting that shareholders approve an amendment (the “Amendment”) to the BM Technologies, Inc. 2021 Employee Stock Purchase2020 Equity Incentive Plan (the “Purchase2020 Plan,” and together with the Amendment, the “Amended 2020 Plan”). The following summary of major featuresAs a result of the Purchasecontinued growth of the Company’s business and its ongoing need to attract and retain highly-qualified employees, the Board of Directors believes that it is desirable and in the Company’s best interests to amend the 2020 Plan, as described in the Amendment. The Amendment, if approved, would increase the total number of shares of our common stock authorized under the 2020 Plan by 1,279,963, from 1,220,037 (the number of shares authorized under the original 2020 Plan) to 2,500,000. The Amendment relates only to the proposed increase in the number of shares authorized and therefore available for awards — no other changes to the 2020 Plan are being proposed. The 2020 Plan was originally approved at the Special Meeting of Shareholders on December 21, 2020. On April 28, 2023, the Board, based on the recommendation of the Compensation Committee, unanimously adopted the Amendment and directed that the Amendment be submitted for shareholder approval at the 2023 Annual Meeting. If shareholders approve the Amendment, the Amendment will go into effect immediately and the terms of the original 2020 Plan, other than the number of shares authorized for awards, will continue in full force and effect. The full text of the 2020 Plan is subjectincluded in Appendix A to the specific provisions inthis Proxy Statement and the full text of the Purchase Plan set forth as Exhibit “A”Amendment is included in Appendix B to this Proxy Statement.

The PurchaseAs of April 28, 2023, the date the Board approved the Amendment (subject to shareholder approval), the number of shares that were available for awards under the 2020 Plan was approximately 124,536, (100,000 of which have been committed for non-executive merit-based awards); however, the issuance of 250,000 TBRSUs and 250,000 PBRSUs, which were committed to our Co-Chief Executive Officer Rajinder Singh as an inducement to him joining the Company, and any additional shares that may be granted under the Plan, are contingent upon shareholder approval of this Proposal 2.

There are no shares available for future awards under any other equity-based compensation plan that the Company had adopted previously. If the Amendment to increase the number of shares available for awards is not approved, it will be difficult for the Board and the Compensation Committee to include equity-based compensation as part of the compensation packages made available to participants at levels the Board and the Compensation Committee believe is necessary to attract and retain highly-qualified employees. If that were to occur, the Board and the Compensation Committee would consider non-equity-based alternatives for compensating participants while maintaining, to the greatest extent possible, the objectives of the Company’s compensation programs. In addition, if the Amendment to increase the number of shares available for awards is not approved, we would be unable to issue RSUs to Mr. Singh and we would be required to find some alternative arrangement to induce him to remain as our Co-Chief Executive Officer. If approved, the Amendment would increase the shares available under the 2020 Plan by 1,279,963 shares, which we estimate would be sufficient for at least 12 months of awards.

500,000 RSUs

On March 24, 2023, our Compensation Committee approved the employment agreement for our Co-Chief Executive Officer, Rajinder Singh, including a commitment to grant 250,000 TBRSUs and 250,000 PBRSUs as an inducement for him to join the Company, which requires the approval by shareholders of Proposal 2. If Proposal 2 is not approved, we will be obligated to find another method of compensation and inducement. We strongly believe that building a franchise of equity ownership among our key executives aligns management and shareholder interests by encouraging the achievement of strategic and financial performance metrics that create shareholder value. Further, by paying these awards in RSUs, half of which are time and service based and vest ratably over four years, and half of which are performance and service based and vest upon satisfaction of certain performance targets within three to five years, we create strong incentives for retention and service.

779,963 Additional Shares

If Proposal 2 is approved, in addition to the contingent RSUs discussed above, the shares available under the 2020 Plan will permitbe increased by an additional 779,963 shares, which we estimate would be sufficient for at least 12 months of awards. As noted above, the ability to pay future incentive and inducement awards is an important aspect of the Company’s compensation program, and we strongly believe that paying equity awards, as opposed to cash, benefits the Company and our shareholders by aligning interests and encouraging retention.

The Amended 2020 Plan provides for the grant of options, including incentive stock options, nonqualified stock options, restricted stock, unrestricted stock, restricted stock units, stock appreciation rights, performance awards (performance shares or performance units), other share or cash-based awards and dividend equivalents to eligible individuals. The basis for participation in the Amended 2020 Plan is the determination by the Compensation Committee that an award to an eligible participant will support the purposes of the plan of promoting the creation of long-term value for shareholders of the Company by closely aligning the interests of our shareholders and the participants in the Amended 2020 Plan, and attracting, motivating and retaining high-performing individuals. Certain of the awards are based on achievement of predefined performance goals, which may include Company performance goals, department performance goals or individual performance goals. In making its determinations, the Compensation Committee may consider the recommendations of management and, in its discretion, may delegate authority to one or more officers of the Company to grant awards to employees who are not “officers” within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended.

Employees, non-employee Directors and consultants of the Company, its subsidiaries and affiliates are eligible to receive awards under the Amended 2020 Plan. As with most companies in our industry, the number of our employees (including employees of our subsidiaries and affiliates) varies over time. As of March 31, 2023, our employee population eligible to receive awards under the Amended 2020 Plan consisted of approximately 210 individuals, including full-time, part-time, temporary and seasonal employees. In addition, our non-employee Directors are eligible to receive awards under the Amended 2020 Plan.

On April 28, 2023, the closing price of our voting common stock on the NYSE American was $3.00.

The Board recommends a vote “FOR” the
Amendment to the 2020 Equity Incentive Plan.

As part of our Compensation Committee’s recommendation to the Board to approve the Amendment, the Compensation Committee considered the following metrics and plan practices. Our equity compensation program aligns the interests of our employees, officers and directors with those of our shareholders. In support of this objective, our Compensation Committee evaluates our historical run rate.

Low Historical Run Rate

Our historical run rate is equal to the number of shares subject to equity awards granted during a period, assuming the target payout for PBRSUs, in proportion to weighted average common shares outstanding. Our run rate at the end of each of the last three fiscal years was 0.77% for fiscal 2022, 6.02% for fiscal 2021, and 0% for fiscal 2020. Our three-year average run rate for fiscal years 2020 through 2022 was 2.26%

Run Rate — 2020 Plan Including Target PBRSUs

In evaluating our historical run rate, the Compensation Committee also considers the fact that the PBRSUs are at-risk and subject to the achievement of the financial performance conditions. As none of the PBRSUs had vested as of March 31st, 2023, our 3-year average run rate for fiscal years 2020 through 2022 excluding the PBRSUs was significantly lower, at 1.29%.

Run Rate — 2020 Plan Excluding PBRSUs

The Company also considers our run rate relative to our industry peers. Relative to run-rate benchmarks as provided by shareholder advisory firms, our historical run rates are conservative and well below the median of our industry.

The above run rate figures represent equity grants provided under the 2020 Plan and exclude a one-time grant of 1,317,035 shares in fiscal year 2021 by the Company’s former parent, Customers Bank, in connection with our Business Combination. As these shares represented a one-time grant with respect to the Business Combination, and they are not indicative of the Company’s ongoing annual grant practices.

The following table shows certain information about all outstanding equity awards from previously approved equity plans as of March 31, 2023:

•        124,536 shares were available for future awards (100,000 of these shares have been committed for non-executive merit-based awards, with an expected grant date of May 1st, 2023); and

•        893,478 full value awards were outstanding and unvested.

The Company has not, as of March 31st, 2023, issued any stock options or stock appreciation rights under the 2020 Plan.

The 2020 Plan Incorporates a Number of Best Practices

The proposed Amendment reflects best practices in equity compensation and corporate governance. Highlights from the 2020 Plan are as follows:

•        The 2020 Plan provides for performance awards. The Compensation Committee may issue performance awards that vest upon the accomplishment of performance goals over one year or multiple years. Applicable performance goals and performance periods will be established by the Compensation Committee.

•        Awards issued to executive officers of the Company under the 2020 Plan are subject to a compensation recovery provision. If the Company must restate its financial results, and an officer’s actions or omissions are a significant contributing factor to the cause of the restatement, then the amount of Excess Compensation realized by an executive officer shall be subject to recover by the Company, with Excess Compensation meaning the excess of (i) the actual amount of cash-based or equity-based incentive compensation received by an executive officer over (ii) the compensation that would have been received based on the restated financial results during the three-year period preceding the date on which the Company is required to prepare such restatement.

•        The 2020 Plan incorporates a number of compensation and governance practices to protect shareholders’ interests, such as no evergreen feature providing for any automatic increases to the share pool in each year, and no payments of dividend or dividend equivalent on unvested or unearned shares.

Summary of the 2020 Plan

General.    The purposes of the 2020 Plan are to recognize contributions made to the Company and its affiliates by its employees, directors, consultants and advisors, to provide such persons with additional incentive to devote themselves to the future success of the Company and to improve the ability of the Company to attract, retain and motivate individuals upon whom the Company’s sustained growth and financial success depend. These incentives are provided through the grant of stock options, stock appreciation rights, restricted stock, restricted stock units and dividend equivalent rights. Any of these awards may, but need not, be made as performance incentives.

Authorized Shares.    1,220,037 shares of common stock were initially reserved for issuance under the 2020 Plan. As of the record date, 124,536 shares (100,000 of which have been committed for non-executive merit-based awards) remain available to be granted under the 2020 Plan. If the Amendment is approved, an additional 1,279,963 shares of common stock will be available for issuance under the Amended 2020 Plan, 500,000 of which will be granted to our Co-Chief Executive Officer.

If shares covered by an award are not purchased or are forfeited or expire, or otherwise terminate without delivery of any shares subject thereto, then such shares will, to the extent of any such forfeiture, termination, cash-settlement or expiration, be available for future grant under the 2020 Plan. If any options or stock appreciation rights terminate or expire without being fully exercised or are canceled, forfeited or cash-settled, the shares for which the option or stock appreciation right was not exercised may granted again under the 2020 Plan; provided, that to the extent any shares subject to an option or stock-settled stock appreciation right are withheld for payment of the purchase or exercise price or for payment of taxes, such withheld shares will be treated as granted and will not again be available for future grants. If any full-value award is canceled, forfeited or cash-settled, the shares for which such award was canceled, forfeited or cash-settled may be granted again under the 2020 Plan; provided that to the extent shares subject to a full-value award are not actually issued at the time of exercise or settlement, including shares withheld for taxes, such withheld shares will not again be available for future grants.

Adjustments to Shares Subject to the 2020 Plan.    In the event of a stock dividend, extraordinary cash dividend, stock split, recapitalization or other change in the number or class of issued or outstanding securities resulting from a subdivision or consolidation of the Company’s Common Stock and/or other outstanding equity securities or a recapitalization or other capital adjustment affecting the Company’s Common Stock, the administrator (as defined below) has the authority to make appropriate adjustments to the aggregate number of shares and class of shares as to which awards may be granted, the limitations as to grants to non-employee directors, the number of shares covered by each outstanding award and the option price for each related outstanding option and stock appreciation right.

Administration.    The compensation committee of the Company Board will administer the 2020 Plan (referred to as the “administrator”); provided that such committee consist of at least two members of the Company Board, each of whom qualifies as a non-employee director under Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and as an independent director under the rules of the stock exchange for so long as the Company is a publicly traded corporation. The Company Board may establish one or more committees to administer the 2020 Plan with respect to separate classes of grantees (other than officers subject to Section 16 of the Exchange Act) and the Company Board will act as the administrator with respect to awards made to non-employee directors. Subject to the provisions of the 2020 Plan, the administrator has the power to administer the 2020 Plan, including but not limited to, the authority to (i) direct the Company to grant awards pursuant to the 2020 Plan, (ii) determine the grantees to whom and the times at which awards will be granted, (iii) determine the price at which options are granted, (iv) determine the type of option to be awarded and the number of shares subject to such option, (v) determine the number of shares granted pursuant to each award and (vi) approve the form and terms and conditions of the award documents and of each award. The administrator’s interpretation and construction of any provisions of the 2020 Plan or any award are final, binding and conclusive.

Eligibility.    Awards may be granted to employees, directors, consultants and advisors of the Company and any parent or subsidiary corporation of the Company. Incentive stock options may be granted only to employees who, as of the time of grant, are employees of the Company or any parent or subsidiary corporation of the Company.

Stock Options.    Stock options in the form of nonstatutory stock options or incentive stock options may be granted under the 2020 Plan. The administrator determines the number of shares subject to each option. The administrator determines the exercise price of options granted under the 2020 Plan; provided that the exercise price must at least be equal to the fair market value of the Company’s Common Stock on the date of grant. The term of a stock option may not exceed ten years, except that with respect to any participant who owns more than 10% of the voting power of all classes of the Company’s outstanding stock, the term of an incentive stock option must not exceed five years and the exercise price must equal at least 110% of the fair market value on the grant date. The grantee may pay the exercise price of an option (i) in cash, (ii) by certified check or (iii) by such method as the administrator approves, including payment through a broker. After the termination of service of a grantee other than due to death or disability, his or her option will remain exercisable for ninety (90) days except as otherwise provided in the award agreement. After the termination of service of a grantee due to death or disability, the option will remain exercisable for 12 months unless otherwise provided in the award agreement. Upon a termination for cause, all options cease to

be exercisable immediately on the date of termination and the grantee automatically forfeits all shares for which the Company has not yet delivered the share certificates. An option may not be exercised later than the expiration of its term. Subject to the provisions of the 2020 Plan, the administrator determines the other terms of options.

Stock Appreciation Rights.    Stock appreciation rights may be granted under the 2020 Plan. Stock appreciation rights allow the recipient to receive the appreciation in the fair market value of the Company’s Common Stock between the exercise date and the date of grant. Stock appreciation rights may not have a term exceeding ten years. Unless otherwise provided in an award agreement, in the event that a grantee’s services terminate for any reason other than due to death or disability, any stock appreciation right is forfeited and reacquired by the Company. In the event of a termination due to death or disability, all remaining restrictions with respect to stock appreciation rights immediately lapse unless otherwise provided in an award agreement. The grant price for a stock appreciation right may not be less than 100% of the fair market value per share on the date of grant. Subject to the provisions of the 2020 Plan, the administrator determines the other terms of stock appreciation rights, including when such rights become exercisable.

Restricted Stock Awards.    Restricted stock may be granted under the 2020 Plan. Restricted stock awards are grants of shares of the Company’s commonCommon Stock that vest in accordance with terms and conditions established by the administrator. The administrator will determine the number of shares of restricted stock directly fromgranted to any employee, director, consultant or advisor and, subject to the Company from authorized but previously unissued shares or shares held in the treasury. The Company will use the proceeds it receives from the saleprovisions of the common stock pursuant2020 Plan, will determine the terms and conditions of such awards. The administrator may impose whatever conditions to vesting it determines to be appropriate (for example, the administrator may set restrictions based on the achievement of specific performance goals or continued service to the Purchase PlanCompany); provided, however, that the administrator, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed. Recipients of restricted stock awards generally will have voting rights with respect to such shares upon grant unless the administrator provides otherwise. Recipients of restricted stock awards are not entitled to receive any dividends with respect to such shares until the shares become vested. The administrator may provide that any dividends paid on restricted stock awards must be reinvested in shares of Common Stock, which is subject to the same vesting conditions applicable to the restricted stock awards. Unless otherwise provided in an award agreement, upon a termination of service for general corporate purposes. It isany reason other than due to death or disability any unvested restricted stock awards are forfeited and upon a termination due to death or disability all restrictions with respect to any restricted stock awards immediately lapse.

Restricted Stock Units.    Restricted stock units may be granted under the 2020 Plan. Restricted stock units are bookkeeping entries representing an amount equal to the fair market value of one share of the Company’s intentionCommon Stock. Subject to the provisions of the 2020 Plan, the administrator determines the terms and conditions of restricted stock units, including the vesting criteria (which may include accomplishing specified performance criteria or continued service to the Company) and the form and timing of payment. Holders of restricted stock units do not have any rights as stockholders but the administrator may provide in an award agreement that such holders are entitled to receive cash payments equal to the Purchaseper-share dividend paid on Common Stock which will be distributed upon vesting of the restricted stock unit. Restricted stock units are subject to the same treatment upon termination of service as restricted stock awards.

Dividend Equivalent Rights.    Dividend equivalent rights may be granted under the 2020 Plan. Dividend equivalent rights are entitlements to receive credits based on cash distributions that would have been paid on the shares of Common Stock subject to an equity-based award granted to an individual as though such shares had been issued to and held by the grantee. Dividend equivalent rights may not be granted in connection with stock options or stock appreciation rights. Subject to the terms of the 2020 Plan, qualifythe administrator determines the terms and conditions of dividend equivalent rights. Except as otherwise provided in an “employeeaward agreement, all dividend equivalent rights automatically terminate on the grantee’s termination of service for any reason.

Transferability of Awards.    The 2020 Plan allows for the transfer of awards (other than incentive stock purchase plan”options) for no consideration to the grantee’s immediate family or any trust or partnership in which all the beneficiaries or partners or members, as applicable, are such grantee or his or her immediate family.

Grants to Non-Employee Directors.    Grants made to non-employee directors may be in any form other than incentive stock options. The fair value of any awards granted to a non-employee director, including cash compensation in respect of such director’s service, may not exceed $300,000 in any one calendar year.

Parachute Limitations.    To the extent that a grantee is a “disqualified individual” under Section 423280G(c) of the Internal Revenue Code of 1986 as amended (the “Code”).

Purpose, any award held by such grantee and any right to receive any payment or other benefit under the 2020 Plan will not become exercisable or vested to the extent such exercise or vesting would cause any payment or benefit to such grantee to be subject to excise tax under Section 4999 of the PurchaseCode; provided that such limitations are only applicable to the extent that the imposition of such limitation is beneficial to the grantee on a net after tax basis.

Change in Control.    The 2020 Plan

The purpose of the Purchase Plan is to provide an incentive for eligible employees to remain provides that in the employevent of a change of control, as defined under the Company and to devote their best efforts to its success2020 Plan, each outstanding award will be treated as the administrator determines, including accelerating the expiration or termination date or the date of exercisability of an award, settling any award by affording such employees an opportunity to acquire the Company’s common stock inmeans of a convenient and advantageous manner and to maintain a proprietary interest in the Company. cash payment, or removing any restrictions from or imposing any additional restrictions on any outstanding awards.

Amendment; Termination.    The Company believes that employees who participate in the Purchase Plan will have a closer identification with the Company by virtue of their ability, as shareholders, to participate in the Company’s growth and earnings.

Key Terms

The Purchase Plan is designed to meet the requirements of Code Sections 421 and 423 and to reflect prevailing corporate governance and compensation best practices. The following is a summary of the key provisions of the Purchase Plan:

Eligibility

Any employee, who, on the offering date, has at least one year of continuous service with the Company or a subsidiary of the Company, and customarily works at least 20 hours per week is eligible to participate in the Purchase Plan. Non-employee directors of the Company are ineligible to participate in the Purchase Plan.

Stock Appreciation Rights.    In general, no taxable income is reportable when a stock appreciation right is granted to a participant. Upon exercise, the participant acquired such shares (a “disqualifying disposition”), the participantgenerally will haverecognize ordinary income in the year of the disqualifying dispositionan amount equal to the amount by whichfair market value of any shares of Company Common Stock received. Any additional gain or loss recognized upon any later disposition of the shares would be capital gain or loss.

Restricted Stock Awards.    A participant acquiring restricted stock generally will recognize ordinary income equal to the fair market value of the shares on the purchase date exceededvesting date. If the purchase price.participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. The amountparticipant may elect, pursuant to Section 83(b) of the Code, to accelerate the ordinary income will be addedtax event to the basisdate of acquisition by filing an election with the Internal Revenue Service no later than thirty (30) days after the date the shares are acquired. Upon the sale of shares acquired pursuant to a restricted stock andaward, any resulting gain or loss, uponbased on the dispositiondifference between the sale price and the fair market value on the date the ordinary income tax event occurs, will be ataxed as capital gain or loss. The

Restricted Stock Unit Awards.    There are no immediate tax consequences of receiving an award of restricted stock units. A participant who is awarded restricted stock units generally will be required to recognize ordinary income in an amount equal to the fair market value of shares issued to such participant at the end of the applicable vesting period or, if later, the settlement date elected by the administrator or a participant. Any additional gain or loss recognized upon any later disposition of any shares received would be capital gain or loss will be longloss.

-termSection 409A.    Section 409A of the Code provides certain requirements for non-qualified ifdeferred compensation arrangements with respect to an individual’s deferral and distribution elections and permissible distribution events. If an award is subject to and fails to satisfy the participant holdsrequirements of Section 409A of the stock for more than one year.

When a participant disposesCode, the recipient of shares acquiredthat award may recognize ordinary income on the amounts deferred under the Purchase Plan in a disqualifying disposition,award, to the Companyextent vested, which may take a deduction forbe prior to when the compensation is actually or constructively received. Also, if an award that is subject to Section 409A fails to comply with Section 409A’s provisions, Section 409A imposes an additional 20% federal income tax purposeson compensation recognized as ordinary income, as well as interest on such deferred compensation. Certain states have enacted laws similar to Section 409A which impose additional taxes, interest and penalties on non-qualified deferred compensation arrangements. The Company will also have withholding and reporting requirements with respect to such amounts.

Tax Effect for the Company.    The Company generally will be entitled to a tax deduction in connection with an award under the 2020 Plan in an amount equal to the ordinary income realized by a participant and at the time the participant recognizes insuch income (for example, the disposition. The Company is not entitled to any other deductions if shares are disposed of in a qualifying disposition. Participants may be limited in their ability to take capital losses that they may incur. Maximum tax rates applicable to capital gains vary, so treatment of any particular participant’s capital gains will also vary.

New Plan Benefits

It is not possible to determine the number of shares of stock that any particular individual, including any of the named executive officers, will purchase under the Purchase Plan in the future.

Voting Requirements

The affirmative voteexercise of a majoritynonstatutory stock option). General rules limit the deductibility of votes cast atcompensation paid to the meeting, assuming the presence of a quorum, is required for the adoption of this Proposal.

RECOMMENDATION

THE BOARD OF DIRECTORS AND MANAGEMENT RECOMMEND THAT YOU VOTE “FOR” PROPOSAL NO. 2 APPROVAL OF THE BM TECHNOLOGIES, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN.Company’s chief executive officer and other “covered employees” as determined under Section 162(m) and applicable guidance.

PROPOSAL NO. 3
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our Audit Committee has selected BDO USA,KPMG LLP (“BDOKPMG”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. WithumSmith+Brown PC (“Withum”) served2023. On July 22, 2022, the Audit Committee appointed KPMG as the Company’s independent registered public accounting firm in fiscal year 2020 and was the Company’s independent registered public accounting firm until April 27, 2021 when the Audit Committee appointed BDO as the Company’s independent registered public accounting firm, effective April 29, 2021.firm. The Company has been advised by BDOKPMG that neither it nor any member thereof has any financial interest, direct or indirect, in the Company or any of its affiliates, in any capacity. One or more representatives of BDO and WithumKPMG is expected to be present at this year’s Annual Meeting with an opportunity to make a statement if he or she desires to do so and to answerrespond to appropriate questions with respect to that firm’s examination of the Company’s financial statements and records for the fiscal year ended December 31, 2020.questions.

Although the submission of the appointment of BDOKPMG is not required by the Company’s bylaws or otherwise, the Board is submitting it to the shareholders for ratification to ascertain their views. If the shareholders do not ratify the appointment, we will not be bound to seek another independent registered public accountant for 2021,2023, but the selection of other independent registered public accounting firms will be considered in future years. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our shareholders.

The shares represented by your proxy will be voted “FOR” the ratification of the selection of KPMG unless you specify otherwise.

Audit and Other Fees Paid to Independent Registered Public Accounting FirmsFirm

We have paid or expect to pay the following fees to BDO and WithumKPMG for work performed in 2019 and 20202022 or attributable to the audit of our 2019 and 20202022 consolidated financial statements:

____________

(1)      BankMobile Technologies, Inc. paid allstatements. We did not pay KPMG any fees owed to BDO prior to the Business Combination.in 2021.

(2)      In 2020, BankMobile Technologies, Inc. paid BDO an additional $143,200 not listed above for audit services relating to fiscal years 2017 and 2018.

Audit FeesFees.    .    Audit fees include fees for services that normally would be provided by the accountant in connection with statutory and regulatory filings or engagements and that generally only the independent accountant can provide. In addition to fees for the audit of our annual financial statements, the audit of the effectiveness of our internal control over financial reporting and the review of our quarterly financial statements in accordance with generally accepted auditing standards. Thisstandards, this category contains fees for comfort letters, consents, and assistance with and review of documents filed with the SEC.

Audit-Related FeesFees.    .    Audit-related fees are assurance related services that traditionally are performed by the independent accountant, not included in the Audit Fees category above, including statutory audits.

Tax FeesFees.    .    Tax fees include corporate and subsidiary compliance and consulting.

All Other FeesFees.    .    Fees for other services would include fees for products and services other than the services reported above, including any non-audit fees.

On April 27, 2021, the Company dismissed Withum as the principal accountants for the Company. The decision to change the Company’s principal accountants was recommended by our Audit Committee and subsequently approved by the Board. Concurrently therewith, the Audit Committee recommended, and the Board approved, the accounting firm of BDO as its new principal accountants for the year ending December 31, 2021.

The audit reports of Withum on the consolidated financial statements of the Company (and its predecessor, Megalith Financial Acquisition Corporation) as of and for the years ended December 31, 2020 and 2019 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle. Notwithstanding the foregoing, the Company is studying the effects of recent pronouncements of the Staff of the U.S. Securities and Exchange Commission (the “SEC”) regarding accounting treatment of public and private warrants issued by special purpose acquisition companies that ultimately could result in a restatement of the Company’s financial statements for the years ended December 31, 2020 and December 31, 2019. No determination has been made by the Company at this time that its prior statements cannot be relied upon nor has Withum determined at this time that its prior audit opinions should not be relied upon. Either of those events, however, could occur depending upon the outcome of the analysis currently being undertaken by the Company. Should either of those events occur, appropriate disclosure will be made at that time.

During the Company’s two most recently completed fiscal years and through the date of the Company’s engagement of BDO, there were no disagreements or reportable events, as described in Item 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Withum, would have caused it to make reference to the subject matter thereof in connection with its report.

During the Company’s two most recently completed fiscal years and through the date of the Company’s engagement of BDO, the Company did not consult with BDO regarding (i) the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and no written report or oral advice was provided by BDO that was an important factor considered by the Company in reaching a decision as to accounting, auditing or financial reporting issues, or (ii) any matter that was either the subject of a disagreement or reportable event, as described in Item 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K, respectively.

The Company requested and received from Withum a letter, dated April 29, 2021, addressed to the Securities and Exchange Commission (the “Commission”) stating whether or not Withum agreed with certain of the above statements regarding Withum. A copy of the letter was filed as Exhibit 99.1 (which was incorporated by reference therein) to the Current Report on Form 8-K filed April 29, 2021.

Pre-Approval Policies and Procedures

The Audit Committee has established, and our Board of Directors has approved, a pre-approval policy that describes the permitted audit, audit-related, tax and other services to be provided by BDO USA LLP,KPMG, the Company’s independent registered accounting firm. The policy requires that the Audit Committee pre-approve the audit and non-audit services performed by the independent registered accounting firm in order to assure that the provision of such services does not impair the firm’s independence.

Any requests for audit, audit-related, tax and other services that have not received general pre-approval must be submitted to the Audit Committee for specific pre-approval, irrespective of the amount, and cannot commence until such approval has been granted. Normally, pre-approval is provided at regularly scheduled meetings of the Audit Committee. However, the Audit Committee may delegate pre-approval authority to one or more of its members. The member or members to whom such authority is delegated shall report any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee does not delegate its responsibilities to pre-approve services performed by the independent registered accounting firm to management.

During 2020 and 2019, all of our audit fees, audit-related fees, tax fees and fees for other services provided by our independent registered public accounting firm were pre-approved by Megalith’s Audit Committee.

THE BOARD RECOMMENDS A VOTE “FOR” PROPOSAL NO. 3 TO RATIFY THE
APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

AUDIT COMMITTEE REPORT(1)

The following is the report of the Audit Committee with respect to the Company’s audited financial statements for the fiscal year ended December 31, 2020.2022.

In executing its responsibilities, the Audit Committee has reviewed and discussed our audited financial statements for fiscal year 20202022 with our management. The Audit Committee also has discussed with Withum,KPMG, our independent auditorregistered public accounting firm for fiscal year 2020,2022, the matters required to be discussed by PCAOB Auditing Standard No. AS 1301, “Communications“Communications with Audit Committees.Committees.” In addition, the Audit Committee has received written disclosures and a letter from our independent auditorregistered public accounting firm delineating all relationships between them and us, consistent with the applicable requirements of the PCAOB regarding the independent auditor’sregistered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with them matters pertaining to their independence.

Based upon the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the fiscal year 20202022 audited financial statements be included in the Company’s Annual Report on Form 10-K for filing with the SEC. The Audit Committee and Board of Directors have also recommended the selection of BDO USAKPMG LLP as our independent auditor for the fiscal year 2021.2023.

From the members of the Audit Committee:

Marcy SchwabJohn Dolan (Chair)

A.J. Dunklau

Pankaj DinodiaMarcy Schwab

April 23, 202125, 2023

____________

(1)      The material in this report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

EXHIBITAPPENDIX A
BM TECHNOLOGIES, INC.
2021 EMPLOYEE STOCK PURCHASE PLAN

“Change of Control” shall mean, except as otherwise provided in the Award Document, the first to occur of any of the following events:

(i) The date any transaction is consummated that constitutes the sale or other disposition of all or substantially all of the assets of the Company, other than where such transaction results in all or substantially all of the assets of the Company being held by an entity as to which at least a majority of the equity ownership of such entity immediately after the sale or disposition is held by the same persons and in the same proportions as the Company’s common stock was held immediately before such sale or other disposition;

(ii) The date any transaction is consummated that constitutes a merger or consolidation of the Company with or into another corporation, other than a merger or consolidation of the Company in which holders of shares of the Common Stock immediately prior to the merger or consolidation will hold at least a majority of the ownership of common stock of the surviving corporation (and, if one class of common stock is not a Participant is being terminated for Cause. The Committee’s determination shall, unless arbitrary and capricious, be final and bindingthe only class of voting securities entitled to vote on the Participant,election of directors of the Company,surviving corporation, a majority of the voting power of the surviving corporation’s voting securities) immediately after the merger or consolidation, which common stock (and, if applicable, voting securities) is to be held in the same proportion as such holders’ ownership of Common Stock immediately before the merger or consolidation;

(iii) The date any Subsidiary, and allentity, person or group, (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended), other affected persons. The foregoing definition does not in any way limitthan the Company or any Subsidiary’s ability to terminate a Participant’s employmentof its subsidiaries or service at any time, and the term “Company” will be interpreted herein to include any Subsidiaryemployee benefit plan (or related trust) sponsored or affiliate or successor thereto, if appropriate. Any determinationmaintained by the Committee that the service of a Participant was terminated with or without Cause for the purposes of the Plan will have no effect upon any determination of the rights or obligations of the Company or any Subsidiary,of its subsidiaries, shall have become the beneficial owner of, or such Participant for any other purpose. For purposes of this definition, Cause shall not be considered to exist unless the Company provides written notice to the Participant which indicates the specific Cause provision in this Plan relied upon, to the extent applicable sets forth in reasonable detail the facts and circumstances claimed to provide a basis for such Cause.

(e)     “Change in Control” means the occurrence of any one or more of the following events: (i) the consummation of a transaction, or a series of related transactions undertaken with a common purpose, in which any individual, entity or group (a “Person”), acquires ownership of stock of the Company that, together with stock held by such Person, constituteshave obtained voting control over, more than fifty percent (50%) of the total fair market value or total voting poweroutstanding shares of the Company’s stock; or (ii)Common Stock;

(iv) The first day after the date this Plan is effective when directors are elected such that a sale, lease, exchange or other transfer, in one transaction or a series of related transactions undertaken with a common purpose,majority of the Company’s assets having a total Gross Fair Market ValueBoard of forty percent (40%) or moreDirectors shall have been members of the total gross fair market valueBoard of allDirectors for less than twenty four (24) months, unless the nomination for election of each new director who was not a director at the beginning of such twenty four (24) month period was approved by a vote of at least two thirds of the assetsdirectors then still in office who were directors at the beginning of such period; or

(v) The date the Company. For this purpose, “Gross Fair Market Value” means the value of the assetsstockholders of the Company (or the Board of Directors, if stockholder action is not required) approve a plan or other arrangement pursuant to which the valueCompany will be dissolved or liquidated and no further contingences remain that could prevent the consummation of such plan or arrangement. For avoidance of doubt, any transaction done exclusively for the purpose of changing the domicile of the assets being disposed of, determined without regard to any liabilities associated with such assets.

For purposes of this Plan,company shall not constitute a Change in Control will not include (i) a transaction in which the holders of the outstanding voting securities of the Company immediately prior to the transaction hold at least fifty percent (50%) of the outstanding voting securities of the successor company immediately after the transaction; (ii) any transaction or series of transactions approved by the Board principally for bona fide equity financing purposes in which cash is received by the Company or any successor thereto or indebtedness of the Company is cancelled or converted or a combination thereof; (iii) a sale, lease, exchange or other transfer of all or substantially all of the Company’s assets to a majority-ownedControl. Subsidiary; or (iv) a transaction undertaken for the principal purpose of restructuring the capital of the Company, including, but not limited to, reincorporating the Company in a different jurisdiction.

Notwithstanding the foregoing, a Change in Control will only be deemed to occur if“Closing” means the consummation of the corporate transaction meetstransactions contemplated by the requirements of Treasury Regulation §1.409A-3Merger Agreement.(a)(5).

(f)     “Code” means the Internal Revenue Code of 1986, as amended, and any regulations or formal guidance issued thereunder.amended.

(g)     “Committee” means the Compensation Committee of the Board, or in its absence, the Board shall serve as the Committee.

(h)     “Company” means BM Technologies, Inc., a Delaware corporation.

(i)     “Effective Date” means May 1, 2021.

(j)     “Eligible Compensation” means the gross (before taxes and other authorized payroll deductions are withheld) total of all wages, salaries, commissions, overtime and bonuses received during the Offering Period, but shall not include (i) employer contributions to or payments from any deferred compensation program, whether such program is qualified under Code Section 401(a) (other than amounts considered as employer contributions under Code Section 402(e)(3)) or nonqualified, (ii) amounts realized from the receipt or exercise of a stock option that is not an incentive stock option within the meaning of Code Section 422, (iii) amounts realized at the time property described in Code Section 83 is freely transferable or no longer subject to a substantial risk of forfeiture, (iv) amounts realized as a result of an election described in Code Section 83(b), and (v) amounts realized as a result of a disqualifying disposition within the meaning of Code Section 421(b).

(k)     “Eligible Employee” shall have the meaning set forth in Section 7.3(a).

(l)     “Enrollment FormCommon Stock” means the enrollment form (in writing or electronic) approved by the Committee on which the Participant gives notice of his or her election to participate in an Offering under the Plan.

“Purchase DateExchange Act” means the last daySecurities Exchange Act of an Offering Period.1934, as amended, and all rules and regulations promulgated thereunder. Reference to a specific section of the Exchange Act or regulation thereunder shall include such section or regulation, any valid regulation or interpretation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

(v)     “Purchase PriceFair Market Value” meansshall mean:

(i) If the per share price ofCommon Stock to be paid by each Participantis traded on the Exercise Date for an Offering, which amount shall be eighty-five (85%) ofany national stock exchange or quotation system, then the Fair Market Value per Share shall be, the last reported sale price per share thereof on the relevant date (or the closing price as of the Stockmost recent trading day prior to the relevant date if the relevant date is not a trading day), as reported on the Purchase Date.stock exchange or quotation system that reflects the principal market on which the Common Stock is traded on such date; or

(w)     (ii) If the Common Stock is not traded on any national stock exchange or quotation system on the relevant date, the Fair Market Value shall be as determined in good faith by the Committee.

“StockGood Reason” shall have the same definition as under any employment agreement between the Company or any Affiliate and the Grantee or, if no such employment agreement exists or if such employment agreement does not contain any such definition or words of similar import, “Good Reason” shall mean, except as otherwise provided in an Award Document, the termination of employment by the Grantee following the occurrence, without the Grantee’s written consent, after a Change of Control of:

(i) a material reduction in the Grantee’s base salary or wage rate or target incentive opportunity; or

(ii) the relocation of the Grantee’s principal place of employment to a location more than fifty miles from the Grantee’s principal place of employment as of immediately prior to the Change of Control;

provided, however, that the foregoing events shall constitute Good Reason only if the Grantee provides the Company with written objection to the event within thirty days following the occurrence thereof, the Company does not reverse or otherwise cure the event within thirty days of receiving that written objection and the Grantee resigns the Grantee’s employment within twenty days following the expiration of the Company’s thirty-day cure period.

“Grant Date” means the authorized $0.0001 par value commondate established by the Committee as of which any Award has been granted to a Grantee.

“Grantee” means any person who is granted an Award.

“ISO” or “Incentive Stock Option” means an Option granted under the Plan that is intended to qualify as an “incentive stock option” within the meaning of Section 422(b) of the Code.

“Merger Agreement” means the Agreement and Plan of Merger, dated effective as of August 6, 2020, by and among Megalith Financial Acquisition Corp., MFAC Merger Sub Inc., Customers Bank and BankMobile Technologies, Inc., as it may be amended and supplemented from time to time.

“Non-Employee Director” means a Director who either (i) is not a current employee or officer of the Company or an Affiliate, does not receive compensation, either directly or indirectly, from the Company or an Affiliate for services rendered as a consultant or in any capacity other than as a Director (except for an amount as to which shares maydisclosure would not be unissued sharesrequired under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act (“Regulation S-K”)), does not possess an interest in any other transaction for which disclosure would be required under Item 404(a) of Regulation S-K, and is not engaged in a business relationship for which disclosure would be required pursuant to Item 404(b) of Regulation S-K; or reacquired shares or shares bought on the market(ii) is otherwise considered a “non-employee director” for purposes of Rule 16b-3.

“Non-Qualified Stock Option” means an Option granted under the Plan that is not intended to qualify, or otherwise does not qualify, as an “incentive stock option” within the meaning of Section 422(b) of the Code.

“Option” or “Stock Option” means either an ISO or a Non-Qualified Stock Option granted under the Plan.

(x)     “SubsidiaryOption Price” means the price at which Shares may be purchased upon exercise of an Option, as calculated pursuant to the applicable provisions of the Plan.

“Restricted Stock” means Shares issued to a person pursuant to an Award.

“Rule 16b-3” means Rule 16b-3 promulgated under the Act or any successor Rule.

“Restricted Stock Unit” or “RSU” means a bookkeeping entry representing the equivalent of one (1) share of Common Stock awarded to a Grantee under Section 8 of the Plan.

“Shares” means the shares of Common Stock that are the subject of Awards.

“Stock Appreciation Rights” or “SAR” means a right granted to a grantee under Section 7 of the Plan.

“Termination of Employment or Service in Connection with a Change of Control” shall be deemed to occur with respect to a Grantee if, within the Company, (i) any other corporationone-year period (or such longer period as may be specified in an Award Document) beginning on the date of which more than fifty percent (50%)a Change of Control, the employment or service of the outstanding capital stock having ordinary voting power to electGrantee shall be terminated either (i) involuntarily for any reason other than for Cause, (ii) voluntarily for Good Reason or (iii) in the case of Directors, a majorityrequired resignation from the Board of Directors.

3. Administration of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class or classes of such corporation will have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, owned by the Company, and (ii) any partnership, limited liability company or other entity in which the Company has a direct or indirect interest (whether in the form of voting or participation in profits or capital contribution) of more than fifty percent (50%)Plan. For purposes of this definition, “owned” means a person or entity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities.

4.     ADMINISTRATION OF THE PLAN.(a)