UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DCD.C. 20549

____________________________

SCHEDULE 14A
(RULE 14a-101)

____________________________

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. ______)

Check the appropriate box:

BM Technologies, Inc.

(Name of Registrant as Specified in itsIn Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

BM Technologies, Inc.

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

April 29, 20212024

Dear Stockholder:

You are cordially invited to participate in BM Technologies, Inc.’s 20212024 Annual Meeting of Stockholders to be held virtually on June 16, 202120, 2024 at 10:00 a.m. Eastern Time, at the following website: https://www.cstproxy.com/bmtechnologies/20212024.

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 beenIn 2023 we committed to a momentous year for BM Technologies as we became oneprofit enhancement plan that reduced 2023 core operating expenses by approximately $9.5 million. The Company consistently had quarter-over-quarter improved EBITDA. Additionally, in December, the Company completed the transfer of the first publicly traded neo-banking fintechsHigher Education customer deposits to our new partner bank, First Carolina Bank (“FCB”). The transfer is expected to increase the Company’s annualized interchange revenue. The Company serviced deposits have slightly decreased from 2022 to approximately $0.8 billion, although debit account spend has remained consistent at $3 billion.

Going into 2024, we believe we are better positioned for growth and profitability this year and over the long term. We expect further savings from the profit enhancement plan that began in 2023 and higher revenues from our switch to our new partner bank, FCB. Additionally, we have made significant investments to upgrade our technology platform, positioning us to deepen customer relationships, increase customer lifetime value and unlock new revenue streams. Most importantly, we have enhanced our leadership team by appointing Ajay Asija as Chief Financial Officer. Mr. Asija has over 25 years of 2021. Today, BMTX is one of the largest digital banking platformsexperience as a financial professional, with a significant focus in the country with over 2 million accounts serving middle income Americans, millennialsfinancial technology (“FinTech”) industry. The Company will leverage his extensive FinTech and “digital natives” withbanking network for partnership opportunities to drive growth and to ensure best practices for our finance and accounting teams.

We believe that our solid foundation for growth distinguishes us from other FinTech companies. With an established base of customers, deposits, partnerships, and a tech savvy banking experience. We continue to execute onrobust and flexible technology platform, our mission of providing millions of Americans with a better banking experienceleadership team remains excited about our growth opportunities for both our existing business and are working to create significant shareholder value over the next 3-5 years by executing on our strategy.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 remaining committed to innovation, building great products, and serving our customers and team members at the highest levels.

TABLE OF CONTENTSTable 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, 2024 AT 10:00 A.M. ET
Online Meeting Only — No Physical Meeting Location
https://www.cstproxy.com/bmtechnologies/20212024

To the Stockholders of BM Technologies, Inc.:

The 20212024 Annual Meeting of Stockholders of BM Technologies, Inc. (the “Company”) will be conducted virtually on June 16, 2021,20, 2024, at 10:00 a.m. (Eastern Time), at the following website: https://www.cstproxy.com/bmtechnologies/20212024, for the following purposes:

1.      To elect, as described in the proxy statement, two Class I directors nominated for a term to serve until their respective successors have been duly electedexpire at the 2027 Annual Meeting and qualified one Class II director nominated for a term to expire at the 2025 Annual Meeting (Proposal No. 11));

2.      To approve the BM Technologies, Inc. 2021 Employee Stock Purchase 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, 2021 2024 (Proposal No. 32)); and

4.3.      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/20212024 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, 2021.2024. 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, 20212024

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

2024 Virtual Annual Meeting of Stockholders
To Be Held on June 16, 202120, 2024 at 10:00 a.m. ET
Online Meeting Only — No Physical Meeting Location
https://www.cstproxy.com/bmtechnologies/20212024

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,” “BMTX”, “we,” “us” or “our”) for use at our 20212024 Annual Meeting of Stockholders to be conducted virtually via live webcast on June 16, 2021,20, 2024, 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/20212024 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, 20202023 (the “Annual Report”) are available to stockholders at www.ir.bmtxinc.comhttps://ir.bmtxinc.com. On or about April 29, 2021,2024, 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, 2024:

The Notice of Annual Meeting, proxy statement, proxy card and our Annual Report for the fiscal year ended December31, 20202023 are available at the following internet address: www.ir.bmtxinc.com.https://ir.bmtxinc.com.

INFORMATION ABOUT THE MEETING

When is the Annual Meeting?

The Annual Meeting will be conducted virtually on June 16, 2021,20, 2024, 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/20212024.

What items will be voted on at the Annual Meeting?

There are two matters scheduled for a vote:

1.      To elect two Class I directors nominated for a term to serve until their respective successors have been duly electedexpire at the 2027 Annual Meeting and qualifiedone Class II director nominated for a term to expire at the 2025 Annual Meeting (Proposal No. 1); and

2.      To approve the BM Technologies, Inc. 2021 Employee Stock Purchase 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, 20212024 (Proposal No. 32);.

In addition, stockholders will also consider and

4.      To transact 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 I director nominees and the one Class II director nominee named herein to serve on the Board of Directors; and

“FOR” the approval of the BM Technologies, Inc. 2021 Employee Stock Purchase 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, 2021.2024.

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, four of our directors at the time 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://irbmtxinc.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, 2021,2024, 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, 2021,2024, we had 12,200,30212,052,560 shares of common stock outstanding.

How do I vote?

With respect to Proposal No. 1, you may either vote “FOR” each of the Class I nominees and the Class II nominee to the Board of Directors, or you may vote “WITHHOLD AUTHORITY” for the nominees. For each of the other proposals to be voted on,Proposal No. 2, 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 NameName.    .    If on April 26, 2021,2024, 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 MAIL:    MAIL:    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 BankBank.    .    If on April 26, 2021,2024, 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, 2021.2024.

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 I director nominees and one Class II director nominee named herein to serve on the Board of Directors “FOR” the approval of the BM Technologies 2021 Employee Stock Purchase 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, 2021.2024.

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,Ajay Asija, 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 Proposal No. 21, and No. 3, “FOR,” “AGAINST” and “ABSTAIN.”“ABSTAIN” votes with respect to Proposal No. 2. 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 2 (approval of Employee Stock Purchase Program) is a non-routine proposal. Since these proposalsthis proposal to be voted on at the Annual Meeting areis not a routine matters,matter, 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, 2021,2024, the record date, there were 12,200,30212,052,560 shares outstanding and entitled to vote. Thus, 6,100,1526,026,281 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 20222025 Annual Meeting?

We will consider for inclusion in our proxy materials for the 20222025 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 30, 2024, 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 20222025 Annual Meeting of Stockholders, you must notify our Corporate Secretary, in writing, no earlier than December 16, 2021,February 20, 2025, and no later than 5:00 p.m. (Eastern Time) on March 16, 2022.22, 2025. 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 20222025 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 20212024 Annual Meeting. In accordance with our bylaws, our board or chairmanchair of the 20222025 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;

•        Thethe principal occupation or employment of the individual;

•        the class, series and number of any shares of stock of the Company that are owned beneficially ownedor of record 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 14ASection 14 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).

Additionally, the stockholder giving notice must include a description of all arrangements and understandings relating to the nomination to be made and a representation that such stockholder or a qualified representative of such stockholder intends to appear in person or by proxy at the meeting to nominate such person or persons named in the notice. 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 20202023 Annual Report on Form 10-K for the fiscal year ended December 31, 20202023 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.govwww.sec.gov. . Our 20202023 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, 2020.2023. 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(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-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 thevia 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,Ajay Asija, 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 I 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 (with the exception of Michael Pavone, who will be nominated at this Annual Meeting for a one-year term until the Class II directors are elected in 2025) and Class III directors hold office for a term expiring at the Annual Meeting of Stockholders to be held in 2023.2026. 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. DunklauMichael Pavone and Mike Gill are Class II directors; and Ms. Luvleen Sidhu and Mr. Brent Hurley are Class III directors.

Information about the Nominees and Directors

Biographical information with respect to the Class I nominees and Class I nominee up for election at the Annual Meeting, as well as each of the other directors, and such person’s qualifications to serve as a director is set forth on the succeeding pages. Unless otherwise indicated, each director has held his or her principal occupation or other positions with the same or predecessor organizations for at least the last five years. There are currently no family relationships among any director, nominee, or executive officer.

Nominees for Class I Directors

____________

(1)      The address for each of Messrs. HodariMr. Dolan and DinodiaMr. Hurley is c/o 201 King of Prussia Road, Suite 350,650, Wayne, Pennsylvania 19087.

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

InterestedIndependent Director

Pankaj DinodiaJohn Dolan has served as our director since May 2022. Since 2020, 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 Business Combination. Since JuneFounder 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. From 2013 to 2018, he also served as Chairman of ACFC’s Audit Committee. From 1980 to 2011, Mr. Dinodia has beenDolan 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 founderwas 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 NYSE 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 Dinodia Capital Advisors, a SEBIdirectors of Pratter, Inc., an early-registered-stage financial advisory services firm based in New Delhi, whichcompany that provides strategictransparency to reduce healthcare costs and merger and acquisitions services and works closely withhas served on several family offices on global investments and asset allocation. Prior to that,not-for profit boards. Mr. DinodiaDolan earned his MBA from the HarvardB.S. in 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 degreeAdministration with a concentrationspecialization in finance. He also earned his MBA at the Harvard Business School.accounting from West Liberty University. We believe that Mr. DinodiaDolan is qualified to serve as a member of our Board of Directors based on his extensive experience in banking, investingserving banks and providing strategic advicefinancial services companies and mergersexperience serving on boards of directors, including on the audit committee, and acquisitions advisory services, as well has his experience mentoring start-ups across industries, including those in fintech and consumer industries.substantial industry knowledge.

Non-independentNon-Independent Director

Aaron Hodari has served as our director since the Business Combination.January 2021. 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’sidentification, 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. He is a sought-after speaker regarding the tax advantages for hedge funds within Private Placement

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

____________

(1)      The address for each of Ms. Schwab and Messrs. Dunklau andMr. Gill is c/o 201 King of Prussia Road, Suite 350,650, Wayne, Pennsylvania 19087.

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

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.

Identifying and Evaluating Director Nominees

The Board and Nomination and Governance Committee consider many methods for identifying and evaluating potential director nominees. Our Board has not established minimum qualifications for potential director nominees. The Nomination and Governance Committee instead recommends director nominees based on the needs of the Company and circumstances such as the Board’s size, committee composition, and anticipated vacancies and factors including, without limitation, the candidate’s experience, background, qualifications, technical expertise, skill set, previous or concurrent board service, professional ethics and integrity, judgment, and diversity. While the Nomination and Governance Committee does not have a formal diversity policy, it seeks to create a well-balanced Board that combines broad business and industry experience with diverse backgrounds and unique perspectives. The Nomination and Governance Committee also considers whether the candidate would be considered independent under the rules of the SEC, NYSE American, and our Corporate Governance Guidelines.

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.website at https://ir.bmtxinc.com/governance/governance-documents/. 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. 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 (with the exception of Michael Pavone, who will be elected for a one-year term until the Class II directors are elected in 2025), as follows:

•        the Class I directors are Aaron Hodari and Pankaj Dinodia,John Dolan, and their terms will expire at the annual meeting of stockholders to be held in 2021;2024;

•        the Class II directors are A.J. Dunklau,Michael Pavone, Marcy Schwab, and Mike Gill,Gill. Mr. Pavone’s term will expire at the annual meeting of stockholders to be held in 2024 and theirMs. Schwab and Mr. Gill’s terms will expire at the annual meeting of stockholders to be held in 2022;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 2023.2026.

Our Charter provides that the CompanyCompany’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 serveserves 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 combined the CEO and Chair of Board positions and has appointed Pankaj DinodiaMike Gill as lead independent 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 that director is not an executive officer or employee of the company and, 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.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.

•        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 related person transactions and policies;

•        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.website at https://ir.bmtxinc.com/governance/governance-documents/.

Our Board has adopted a written charter for the nominating and corporate governance committee, which is available on our website.website at https://ir.bmtxinc.com/governance/governance-documents/.

Code of Conduct and Ethics

We have posted our Code of Conduct and Ethics and expect to post any amendments to or any waivers from a provision of our Code of Conduct and Ethics on our website, and also intend to disclose any amendments to or waivers of certain provisions of our Code of Conduct and Ethics in a Form 8-K.website.

Compensation Committee Interlocks and Insider Participation

None of the Company’s officers currently serves, and in the past year has not served, (i) as a member of the compensation committee or the board of directors of another entity, one of whose officers served on the Company’s compensation committee, or (ii) as a member of the compensation committee of another entity, one of whose officers served on the Company Board.

Insider Trading Policy (including Hedging and Pledging Policies)

The Company has adopted an Insider Trading Policy, which provides guidelines with respect to transactions in the securities of the Company and the handling of confidential information about the Company and the companies with which the Company does business. The Board has adopted this policy to promote compliance with federal, state and foreign securities laws that prohibit certain persons who are aware of material nonpublic information about a company from: (i) trading in securities of that company; or (ii) providing material information to other persons who may trade on the basis of that information. This policy applies to all officers of the Company and its subsidiaries, all Board members, and all employees of the Company and its subsidiaries, along with certain contractors and consultants and certain family and household members of persons covered by the policy.

Additionally, the Company has determined that there is a heightened legal risk and/or the appearance of improper or inappropriate conduct if persons subject to the Insider Trading Policy engage in certain types of transactions. Therefore, it is the Company’s policy that any persons covered by the Insider Trading Policy may not engage in the following transactions: short-term trading; short sales; transactions in put options, call options, or other derivative securities on an exchange or other organized market; hedging transactions (through any mechanism, including the use of financial instruments as prepaid variable forwards, equity swaps, collars and exchange funds); and holding Company securities in a margin account or pledging Company securities as collateral for a loan. Additionally, the Company discourages placing standing or limit orders on Company securities, except standing and limit orders under approved Rule 10b5-1 plans.

Director Attendance

Each director is strongly encouraged to attend each annual meeting of stockholders. This Annual Meeting will beFour of our firstdirectors attended the 2023 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 six times in 2023. Each director attended at least 75% 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, none of our incumbent directors were on our Boardexecutive officers. For biographical information regarding Ms. Sidhu, see “Election of Directors — Class III Directors.”

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 2020.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.

Ajay Asija has served as our Chief Financial Officer since April 6, 2024. Mr. Asija, has over 25 years of experience as an investment banking professional, with significant focus on the financial services and FinTech industry. From 2012 to 2023, Mr. Asija worked for B. Riley Securities (including its predecessor FBR & Co.), where he eventually served as Group Head and Senior Managing Director, Financial Services and FinTech, before his departure. In his career, Mr. Asija has been a strategic advisor to financial services and FinTech companies on mergers and acquisitions, capital raising, and various strategic matters. Mr. Asija started his career in financial services at Lehman Brothers in 1997 and has held a variety of positions with various commercial and investment banks. Mr. Asija holds an MBA in Finance from the Simon School of Business at the University of Rochester, a Masters in Science in Engineering from the University of Massachusetts, Amherst, and a Bachelor of Technology in Engineering from Indian Institute of Technology, New Delhi.

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, 2023. These executives are referred to as our “named executive officers.”Named Executive Officers (“NEO”).

Summary Compensation Table

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 its 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 2024 long-term incentive grants (which are further described below) were also positioned below 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 2024, the threshold performance requirement includes doubling the market capitalization (as of the grant date) and achieving Trailing 12-month Core EBITDA of $20M, which is the same goal as approved by the Compensation Committee for the 2023 grant (based on an adjusted view of financials assuming the federal funds interest rate at the time of the equity grant).

•        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 Equity 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 2023 and 2024. 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 February 6, 2024, Ms. Sidhu and Mr. Donahue entered into a letter agreement with the Company (the “RSU Cancellation Agreement”), pursuant to which each of Ms. Sidhu and Mr. Donahue and the Company mutually agreed to the cancellation of the unvested performance-based restricted stock unit awards previously granted to the Covered Executives effective as of September 30, 2021. The RSU Cancellation Agreement was entered into by each of Ms. Sidhu and Mr. Donahue in consideration for their continued employment and for the Company’s issuance of new performance-basedrestricted stock units, which have substantially identical performance goals as the 2021 awards.

On February 5, 2024, the Company granted by Customers Bancorpthe following LTI awards to Ms. Sidhu and Mr. Donahue. 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 in connectionperiods 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 Business Combination, cash bonuses,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 a 401(K) match by BankMobile Technologies, Inc. All cash amounts paid in fiscal year 2020 were paid by BankMobile Technologies, Inc.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.

has a term of one year and automatically renews thereafter for successive one-year periods unless either the Company or the executive give written notice to the other at least sixty (60) days prior to the end of the applicable term. Mr. Asija’s employment agreement provides 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 isand Messrs. Donahue, and Asija are each entitled to receive an annual base salary of at least $350,000, $300,000 and $275,000, respectively, pursuant to hertheir respective employment agreementagreements, 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

2020 Plan

We have also entered into ourOur 2020 Equity Incentive Plan, which became effective upon the closing of the Business Combination. The Equity Incentive PlanCombination (as defined later in this proxy), provides for the grant of incentive stock options, or ISOs, nonstatutory stock options, or NSOs, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance-based stock awards, and other forms of equity compensation, or collectively, stock awards, allawards. Additionally, the 2020 Plan provides for the grant of whichperformance cash awards. ISOs may only be granted to employees. All other awards may be granted to employees, including officers, non-employee directors and consultants of usthe Company and its affiliates. Additionally,The Plan Administrator can structure awards so that stock or cash will be issued or paid pursuant to such award only after the Equity Incentive Plan provides for the grantachievement of certain performance cash awards. ISOs may be granted only to employees. All other awards may be granted to employees, including officers, and to non-employee directors and consultants. Initially, thegoals during a designated performance period.

The aggregate number of shares of Common Stock that may be issued pursuant to stock awards under the Equity Incentive2020 Plan, after the Equity Incentive Plan becomes effective will not exceed 10%as amended, would approximate 20% of the issued and outstanding shares of our common stock immediately after the closingas of the Business Combination.record date.

The maximum number of shares of Common Stock subject to awards granted under the Equity Incentive2020 Plan or any other equity plan maintained by us during any single fiscal year to any non-employee director, taken together with any cash fees paid to the director during the year, will not exceed $300,000 in any calendar year.

The Equity Incentive Plan permits the grant of performance-based stock and cash awards. The Plan Administrator can structure such awards so that stock or cash will be issued or paid pursuant to such award only after the achievement of certain performance goals during a designated performance period.

Director Compensation

For fiscal year 2020, BankMobile did not provide director compensation to its directors. However, all of the directors were reimbursed for their reasonable out-of-pocket expenses related to their services as a member of the BankMobile board of directors. Our Board has adopted, a non-employee director compensation plan beginning in fiscal year 2021 that provides that we will pay our non-employee directors an annual fee of up to $20,000, paid in quarterly installments. We will also reimburse our directors for their reasonable out of pocket expenses related to their services as a member of our board of directors. In addition, our non-employee directors willare also be eligible to receive shares of stock pursuant to the 2020 Plan.

The following table sets forth information regarding compensation earned during the fiscal year ended December 31, 2023 by each of our 2020 Equity Incentive Plan.non-employee directors:

Bank entered into the DPSA Second Amendment, which, among other things, extended the termination date of the Deposit Processing Services Agreement until the earlier of (i) the transfer of the Company’s serviced deposits to a sponsor bank; or (ii) June 30, 2024; and revised the fee structure of the Deposit Processing Services Agreement. The other terms of the Deposit Processing Services Agreement, as amended by the DPSA Amendment, remain in effect through the new termination date. On August 18, 2023, the Company and Customers Bank entered into the DPSA Third Amendment, which extended the termination date of the Deposit Processing Services Agreement until the earlier of (i) the transfer of the Company’s Higher Education serviced deposits to a Durbin-exempt partner bank; or (ii) April 15, 2025.

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 to the Deposit Servicing Agreement.

Non-Competition Agreement

On January 4, 2021, Customers Bank entered into that certain 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”), providing that Customers Bank will not for a period of 4 years after the closing of the Business Combination directly or indirectly engage in the “Business”Depositor Accounts (as defined in the Non-Competition2023 Deposit Servicing Agreement) in, 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 Territory (as defined inagreement with the NonBaaS partner.

-CompetitionOther Agreement), except for white label digital banking services

On November 29, 2021, the Company entered into an agreement 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 notwhich terminated the $10.0 million letter of credit and gave the Company the right to directly or indirectly hire or solicit any employeesshares that were forfeited as part of a Covered Party.

Indemnification Agreements

Onthe January 4, 2021 we entered into standard indemnification agreements with each of our senior officers and directors, requiring us to indemnify him or her against certain liabilities that may ariseShare-Based Compensation Award. During the twelve months ended December 31, 2022, 26,500 forfeited shares were reacquired by reason of their service to us, to the fullest extent permitted by Delaware law.

Loan AgreementCompany from Customers Bank.

On January 4, 2021, we and our subsidiary BTMX, Inc.April 20, 2022, the Company entered into a LoanSpecial Limited Agency Agreement (the “Debt Agreement”(“SLA”) with Customers Bank (the “Lender”) providingthat provides for marketing assistance from the Company for originating consumer installment loans funded by Customers Bank. In consideration for this marketing assistance, the Company receives certain fees specified within the SLA which are recorded as a linecomponent of creditOther revenue within the Consolidated Statements of up to $10Loss in the Company’s Annual Report on Form 10-K. During the twelve ended December 31, 2022, less than $0.1 million subject to a borrowing base requirement based on our and our subsidiary’s accounts receivables. Borrowings madeof revenue was realized under 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.SLA. The SLA expired on December 31, 2022.

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 named 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 12,200,30212,052,560 shares of Class A common stock outstanding as of April 26, 2021. The2024. 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.

Marc Schechter. Mr. Hodari disclaims ownership of any of the shares of common stock of the Company held by Schechter Private Capital Fund I, LLC. The address of Schechter Private Capital Fund I, LLC-Series — Series Q and Schechter Private Capital Fund I, LLC-Series — Series Q2 is 251 Pierce Street, Birmingham, MI 48009.

(6)(4)      According to a Schedule 13G13G/A filed with the SEC on February 13, 2020, OxFORD serves12, 2024, Pacific Ridge Capital Partners, LLC, as investment adviser, to OxAM Quant Fund Limited.has dispositive power over 645,768 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.

(5)      According to a Schedule 13G/A filed with the SEC on February 14, 2024, Veradace Partner L.P., as investment advisor, has dispositive power over 659,102 shares of common stock. The address of the principal business office of the reporting person is 2626 Cole Avenue, Suite 300, Dallas, Texas, 75204.

(6)      According to a Schedule 13G/A filed with the SEC on February 24, 2023, Walleye Capital LLC, as investment advisor, has dispositive power over 630,582 shares of common stock. The address of the principal business office of the reporting person is 2800 Niagara Lane N, Plymouth, Minnesota, 55447.

(7)      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, 2020,2023, all Section 16(a) filing requirements applicable to such persons were met in a timely manner.manner, with the following inadvertent exceptions: four late Form 4s were filed on January 9, 2023, on behalf of our officers, Luvleen Sidhu and James Donahue, and former officers, Robert Ramsey and Robert Diegel, to report the vesting of restricted stock units and withholding of shares to satisfy tax obligations, along with additional restricted stock unit awards; two late Form 3s were filed on February 15, 2023, on behalf of our former officer Rajinder Singh and officer Warren Taylor to report their initial statements of beneficial ownership of shares of common stock; one late Form 4 was filed on March 17, 2023, on behalf of our former officer James Dullinger to report the vesting of restricted stock units and withholding of shares to satisfy tax obligations; one late Form 4 was filed on April 17, 2023, on behalf of our former officer James Dullinger to report the vesting of restricted stock units and withholding of shares to satisfy tax obligations; two late Form 4s were filed on April 26, 2023, on behalf of our officers Luvleen Sidhu and James Donahue to report their restricted stock unit awards; one late Form 4 was filed on June 27, 2023, on behalf of our former officer James Dullinger to report his report the vesting of restricted stock units and withholding of shares to satisfy tax obligations; and four late Form 4s (due in November 2023) were filed on February 13, 2024 on behalf of our officer Luvleen Sidhu, James Donahue and Warren Taylor, and former officer, James Dullinger, to report the vesting of restricted stock units and withholding of shares to satisfy tax obligations.

PROPOSAL NO. 2
APPROVAL OF THE BM TECHNOLOGIES, INC. 2021 EMPLOYEE STOCK PURCHASE PLANRA

The Company is requesting that shareholders approve the BM Technologies, Inc. 2021 Employee Stock Purchase Plan (the “Purchase Plan”). The following summary of major features of the Purchase Plan is subject to the specific provisions in the full text of the Purchase Plan set forth as Exhibit “A” to this Proxy Statement.

The Purchase Plan will permit participants to purchase shares of the Company’s common stock directly from the Company from authorized but previously unissued shares or shares held in the treasury. The Company will use the proceeds it receives from the sale of the common stock pursuant to the Purchase Plan for general corporate purposes. It is the Company’s intention that the Purchase Plan qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”).

Purpose of the Purchase Plan

The purpose of the Purchase Plan is to provide an incentive for eligible employees to remain in the employ of the Company and to devote their best efforts to its success by affording such employees an opportunity to acquire the Company’s common stock in a convenient and advantageous manner and to maintain a proprietary interest in the Company. 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.

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. 32 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, 2020.2023.

In executing its responsibilities, the Audit Committee has reviewed and discussed our audited financial statements for fiscal year 20202023 with our management. The Audit Committee also has discussed with Withum,KPMG, our independent auditorregistered public accounting firm for fiscal year 2020,2023, the matters required to be discussed by PCAOB Auditing Standard No. AS 1301, “Communications“Communications with Audit Committees.”Committees” and the SEC. 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 20202023 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 2021.2024.

From the members of the Audit Committee:

John Dolan (Chair)

Brent Hurley

Marcy Schwab (Chair)

A.J. Dunklau

Pankaj Dinodia

April 23, 202129, 2024

____________

(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.