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

SCHEDULE 14A

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 Its Charter)

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

BM Technologies, Inc.

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

May2, 2022April 29, 2024

Dear Stockholder:

You are cordially invited to participate in BM Technologies, Inc.’s 20222024 Annual Meeting of Stockholders to be held virtually on June15, 2022 20, 2024 at 10:00 a.m. Eastern Time, at the following website: https://www.cstproxy.com/bmtechnologies/2022/2024.

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.

In 2023 we committed to a profit enhancement plan that reduced 2023 core operating expenses by approximately $9.5 million. The Company consistently had quarterToday, BMTX is one-over-quarter improved EBITDA. Additionally, in December, the Company completed the transfer of the largest digital banking platformsHigher 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 banking-as-a-service providersprofitability 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 experience as a financial professional, with a significant focus in the country. financial technology (“FinTech”) industry. The Company will leverage his extensive FinTech and banking network for partnership opportunities to drive growth and to ensure best practices for our finance and accounting teams.

We are onbelieve that our solid foundation for growth distinguishes us from other FinTech companies. With an established base of customers, deposits, partnerships, and a mission to financially empower millions of Americans by providing a more affordable, transparent,robust and consumer friendly banking experience. We were one of the first neo banking fintechs to go public last year, are one of the first to have a profitableflexible technology platform, our leadership team remains excited about our growth opportunities for both our existing business model and are now among the first fintechs embracing a bank charter to create an innovative fintech bank with a sustainable, profitable business model into the future. We continue to execute on our mission of providing millions of Americans with a better banking experience 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 1520, 2024 AT 10:00 A.M. ET, 2022
Online Meeting Only — No Physical Meeting Location
https://www.cstproxy.com/bmtechnologies/20222024

To the Stockholders of BM Technologies, Inc.:

The 20222024 Annual Meeting of Stockholders of BM Technologies, Inc. (the “Company”) will be conducted virtually on June 15, 2022,20, 2024, at 10:00 a.m. (Eastern Time), at the following website:
https://www.cstproxy.com/bmtechnologies/20222024, for the following purposes:

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

2.      To ratify the appointment of BDO USAKPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022 2024 (Proposal No. 22)); and

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/20222024 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 29, 2022.26, 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, 2024

May 2, 2022

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

20222024 Virtual Annual Meeting of Stockholders
To Be Held on June 15, 202220, 2024 at 10:00 a.m. ET
Online Meeting Only — No Physical Meeting Location
https://www.cstproxy.com/bmtechnologies/20222024

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 20222024 Annual Meeting of Stockholders to be conducted virtually via live webcast on June 15, 2022,20, 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/20222024 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, 20212023 (the “Annual Report”) are available to stockholders at https://ir.bmtxinc.com. On or about May 6, 2022,April 29, 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 June 15, 2022:20, 2024:

The Notice of Annual Meeting, proxy statement, proxy card and our Annual Report for the fiscal year ended December 31, 20212023 are available at the following internet address: https://ir.bmtxinc.com.ir.bmtxinc.com.

INFORMATION ABOUT THE MEETING

When is the Annual Meeting?

The Annual Meeting will be conducted virtually on June 15, 2022,20, 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/20222024.

What items will be voted on at the Annual Meeting?

There are two matters scheduled for a vote:

1.      To elect threetwo Class I directors nominated for a term to expire at the 2027 Annual Meeting and one Class II directorsdirector nominated for a term to serve until their respective successors have been duly elected and qualifiedexpire at the 2025 Annual Meeting (Proposal No. 1); and

2.      To ratify the appointment of BDO USAKPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 20222024 (Proposal No. 2);.

In addition, stockholders will also consider and

3.      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 threetwo Class I director nominees and the one Class II director nomineesnominee named herein to serve on the Board of Directors; 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, 2022.2024.

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 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 https://ir.bmtxinc.comirbmtxinc.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 29, 2022,26, 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 29, 2022,26, 2024, we had 12,273,43812,052,560 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 nomineesnominee 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 29, 2022,26, 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.

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

•        BYMAIL:    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 29, 2022,26, 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 29, 2022.26, 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 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 threetwo Class I director nominees and one Class II director nomineesnominee named herein to serve on the Board of Directors 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, 2022.2024.

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. 2,1, and “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 Proposal No. 1 (election of directors) is a non-routine proposal. Since this proposal to be voted on at the Annual Meeting is not a routine 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 29, 2022,26, 2024, the record date, there were 12,273,43812,052,560 shares outstanding and entitled to vote. Thus, 6,136,7206,026,281 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 chair 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 20232025 Annual Meeting?

We will consider for inclusion in our proxy materials for the 20232025 Annual Meeting of Stockholders, stockholder proposals that are received at our executive offices, in writing, no earlier than February 13, 2023 and no later than 5:00 p.m. (Eastern Time) on March 15, 2023,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 20232025 Annual Meeting of Stockholders, you must notify our Corporate Secretary, in writing, no earlier than February 13, 2023,20, 2025, and no later than 5:00 p.m. (Eastern Time) on March 15, 2023.22, 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 20232025 Annual Meeting of Stockholders is more than 30 days before or 60 days after the first anniversary of the date of the 20222024 Annual Meeting. In accordance with our bylaws, our board or chair of the 20232025 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 20212023 Annual Report on Form 10-K for the fiscal year ended December 31, 20212023 is available at https://ir.bmtxinc.comir.bmtxinc.com. . You also can obtain copies without charge at the SEC’s website at www.sec.govwww.sec.gov. . Our 20212023 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 December 31, 2021.2023. 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 (571) 236(877) 327-8851-9515. 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: (571) 236(877) 327-8851.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on June 15, 2022: This Proxy Statement and the Annual Report are available on-line at https://ir.bmtxinc.com-9515.

PROPOSAL NO. 1
ELECTION OF CLASS II 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 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 III 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.

Non-Independent Director

Aaron Hodari has served as our director since January 2021. 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.

Nominee for Class II Director

____________

(1)      The address for Mr. Pavone is c/o 201 King of Prussia Road, Suite 650, Wayne, Pennsylvania 19087.

Independent Director

Michael Pavone has served as our director since July 2023. Mr. Pavone has been President and CEO of the Pavone Marketing Group, Inc., a holding company comprised of several marketing, branding, advertising, and analytics companies, including Pavone LLC, quench LLC, Varsity LLC, and WildFig Data LLC, since 1992. Mr. Pavone has served as: President and CEO of Vigor, a niche branding and marketing agency focused on the restaurant and hospitality industries since 2021; President and CEO of Eastwest Marketing Group, a shopper marketing/point of sale design agency, since 2021; CEO of WildFig Data, a data analytics consultancy, since 2015; President and CEO of quench agency, a full-service advertising agency focused on CPG — Food and Beverage brands, since 2014; and CEO of Varsity, a full-service advertising agency focusing on senior living and senior health market, since 2007. Mr. Pavone was a finalist for the Ernst & Young’s Entrepreneur of the Year award and has led several of the companies in the Pavone Group to place on Fastest Growing Companies Lists and to win numerous national and international creative and marketing awards. Mr. Pavone is also a member of the Young Presidents’ Organization. We believe that Mr. Pavone is qualified to serve on the Board based on his digital marketing and innovative branding experience, as well as his extensive industry contacts.

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.

Independent Directors

Marcy Schwab has served as our director since our business combination with Megalith Financial Acquisition Corporation that consummated January 4, 2021 (the “Business Combination”).2021. 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 thought LEADERS,thoughtLEADERS, LLC since 2016, and is a member at Forbes Coaches Counsel.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.

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

____________

(1)      The address for each of Ms. Sidhu and Mr. Hurley is c/o 201 King of Prussia Road, Suite 350,650, Wayne, Pennsylvania 19087.

(2)      Ms. Sidhu is not considered an independent director because of her position with the Company.

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 I Directors (continuing directorsIdentifying 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 upestablished minimum qualifications for re-election atpotential director nominees. The Nomination and Governance Committee instead recommends director nominees based on the Annual Meeting

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 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 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. AllFour of our directors attended the 20212023 annual meeting of 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. The Board met six times in 2021.2023. Each director attended 100%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 executive 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 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 2021 were atypicalfiscal years 2023 and included restricted stock granted by Customers Bancorp as severance2024. In fiscal year 2022, BM Technologies did not provide any LTI awards to NEOs; the amounts provided in exchangethe Stock Awards column of our Summary Compensation table for years2022 represent the portion of previous workthe 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 found (in the casewhich each of Ms. Sidhu who is a founderand Mr. Donahue and the Company mutually agreed to the cancellation of the company)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 build BM Technologies,Mr. Donahue in consideration for their continued employment and for the value created in connection with the Business Combination on January 4, 2021; the company does not consider this compensation a partCompany’s issuance of current year compensation given the award was for years of pastnew performance building the business-based.

Additionally, on September 30, 2021, BM Technologies, Inc. granted restricted stock units, fromwhich have substantially identical performance goals as the 2020 equity incentive plan2021 awards.

On February 5, 2024, the Company granted the following LTI awards to certain executivesMs. 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 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 incentivize long-termconsider 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.

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 Reason”good reason in an amount equal to the sum of herthe executive’s then current-current base salary plus the average of the annual performance bonus (consisting of both cash and other incentive compensation, but excluding the Company match of any deferred compensation) provided to herthe executive with respect to the three (3) fiscal years of the Company immediately preceding the fiscal year of termination, for the greater of two (2) years (in the case of Ms. Sidhu) or one (1) year (in the case of Mr. Donahue and Mr. Asija) or the period of time remaining in the applicable term, paid in equal installments on the normal pay dates following Ms. Luvleen Sidhu’s separation from service with the Company, subject to execution of a release of claims. Ms. Luvleen SidhuEach executive is also eligible for employee benefits and shall be entitled to a fraction of any Cash Bonusbonus for the fiscal year of the Company within which Ms. Luvleen Sidhu’ssuch executive’s termination of employment occurs which, based upon the criteria established for such Cash Bonus,bonus, would have been payable to herthe executive had shethe executive remained employed through the date of payment.

Mr. DiegelDullinger’s Amended Employment Agreement and Departure

Pursuant to an employment agreement dated January 26, 2023, James Dullinger began serving as the Company’s Chief Financial Officer, with a base salary of $275,000. This agreement’s term was initially one year, ending on January 26, 2024. On November 1, 2023, Mr. Dullinger’s employment agreement was amended with the Board’s approval to extend the term of his employment through March 31, 2024. On February 5, 2024, Mr. Dullinger provided notice, and Mr. Dullinger and the Company mutually agreed not to renew his employment agreement. To facilitate the transition in chief financial officers, the Board approved an extension of Mr. Dullinger’s service as Chief Financial Officer on March 26, 2024, and the employment agreement was further amended to provide for Mr. Dullinger’s employment as Chief Financial Officer of the Company through April 5, 2025, payment of an extension bonus, payment for earned but unused paid time off, and deletion of non-compete restrictions.

On April 5, 2024, Mr. Dullinger departed the Company, with Mr. Asija replacing him as Chief Financial Officer. Mr. Dullinger is entitled to receive an annual base salarya 2023 incentive bonus of $110,000 (the “Bonus”), payable, at least $250,000 pursuant to his employment agreement and incentive compensation in an amount, in such form, and at such time as approved by our Board. He is entitled to receive severance compensation in the event of a termination of his employment by the Company without “Cause” or by the executive for “Good Reason” in an amount equal to the sum of his then current base salary plus the average of the annual performance bonus (consisting of both cash and other incentive compensation, but excluding the Company match of any deferred compensation) provided to him with respect to the three (3) fiscal yearsdiscretion of the Company immediately preceding the fiscal year of termination, for the greater of one (1) year or the period of time remaining in the applicable term, paid in equal installments on the normal pay dates following his separation from service with the Company, subject to execution of a release of claims. Mr. Diegel is also eligible for employee benefits and shall be entitled to a fraction of any Cash Bonus for the fiscal yeareither: (i) cash; (ii) shares of the Company within which their terminationCompany’s common stock pursuant to the Company’s 2020 Executive Incentive Plan with a vesting date fair value of employment occurs which, based upon$110,000 (with Mr. Dullinger having the criteria established for such Cash Bonus, wouldoption to have been payableshares withheld to him had he remained employed throughsatisfy any tax obligation resulting from the datevesting of payment.the shares); or (iii) a combination of (i) and (ii).

Outstanding Equity IncentiveAwards at December 31, 2023

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.

Bank entered into the DPSA Second Amendment, which, among other things, extended the termination date of the Deposit Processing Services Agreement (the “Non-Competitionuntil 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 favor ofeffect through the new termination date. On August 18, 2023, the Company 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 afterentered into the closingDPSA Third Amendment, which extended the termination date of the Business Combination directlyDeposit 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 indirectly engage in(ii) April 15, 2025.

On March 22, 2023, the “Business”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 Non-Competition2023 Deposit Servicing Agreement) into be provided by an FDIC insured financial institution. The obligations of the TerritoryCompany 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 Non-Competition2023 Deposit Servicing 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; (ii) the Deposit Processing Services Agreement is publicly traded. Customers Bank also agreed not to directly or indirectly hire or solicit any employees of a Covered Party.

Indemnification Agreements

On 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 arise by reason of their service to us,amended 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 upnecessary or advisable to $10 million, subject to a borrowing base requirement based on our and our subsidiary’s accounts receivables. Borrowings madeeffect the same, including, without limitation, such that “Depositor” under the DebtDeposit Processing Services Agreement are subject to an interest rate equal toshall not include any customer of the 1-month London Interbank Offered Rate plus 375 basis points,BaaS partner (as described in the related agreement); 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(iii) there is a different fee structure under the Debt2023 Deposit Servicing Agreement to refinance intercompany debt owed by BankMobile to Customers Bank immediatelyfrom that set forth in the Deposit Processing Services Agreement. The initial term of the 2023 Deposit Servicing Agreement continues until February 24, 2025, and will automatically renew for additional one-year terms unless either party gives written notice of non-renewal at least 180 days prior to the Closing.expiration of the then-current term. The 2023 Deposit Servicing Agreement may be terminated early by either party upon material breach, upon notice of an uncured objection from a regulatory authority, or by the Company upon 120 days’ written notice upon the satisfaction of certain conditions.

As compensation under the 2023 Deposit Servicing Agreement, Customers Bank retains any and all revenue generated from the funds held in the deposit accounts, and Customers Bank will pay the Company monthly servicing fees as set forth in the 2023 Deposit Servicing Agreement. In 2021, we repaidaddition, the loanCompany will have the right to retain all revenue generated by or from the Depositor Accounts (as defined in full,the 2023 Deposit Servicing Agreement), including, but not limited to, fees and incurred total of $95,717 of interestall 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 this agreement.the agreement with the BaaS partner.

Other

On November 29, 2021, the Company entered into an agreement with our PartnerCustomers Bank which terminated the $10.0 million lineletter of credit. In addition, this agreement alsocredit and gave the Company the right to any shares that were forfeited as part of the January 4, 2021 Share-Based Compensation Award made by Customers Bank.Award. During the twelve months ended December 31, 2021, 14,5002022, 26,500 forfeited shares were reacquired by the Company and 19,000 forfeited shares prior to the execution of the agreement were returned to ourfrom Customers Bank.

Warrant Buyback

On March 1,April 20, 2022, the Company reached an agreement to reacquire 1,169,963 Private Warrants atentered into a priceSpecial Limited Agency Agreement (“SLA”) with Customers Bank that 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 component of $1.69 per warrant, or a total costOther revenue within the Consolidated Statements of $2.0 million, from Ms. Sherry Sidhu and Mr. Samvir Sidhu who are immediate family members of our CEO. The repurchase settled on March 11, 2022. The transaction price was established based on the range of market prices during the repurchase conversations and was approved byLoss in the Company’s Audit Committee.Annual Report on Form 10-K. During the twelve ended December 31, 2022, less than $0.1 million of revenue was realized under the 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 12,273,43812,052,560 shares of common stock outstanding as of April 29, 2022.26, 2024. When applicable, the table below includes the Common Stock underlying any Placement Warrants because these securities are 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 subjectBeneficial ownership for James Dullinger provided as of April 2, 2024, the date of his last Form 4 filing prior to restrictions on transfer and clawback if Ms. Sidhu does not maintain her service to the Company through January 4, 2023. Excludes unvested RSUs.departure.

(2)      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 through January 4, 2023. Excludes unvested RSUs.

(3)      Includes 23,000 Merger Consideration Shares that Mr. Donahue 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. Donahue does not maintain his service to the Company through January 4, 2023. Excludes unvested RSUs.

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.

(7)      According to a Form 13F-HR filed March 3, 2022, Walleye Capital LLC has sole dispositive power over warrants to purchase 1,337,852 shares of the Company’s common stock. According to such filing, the address of Walleye Capital LLC is 2800 Niagara Lane North, Plymouth, MN 55447.

(8)(4)      According to a Schedule 13G13G/A filed with the SEC on February 14, 2022,12, 2024, Pacific Ridge Capital Partners, LLC, as investment adviser, has dispositive power over 611,498645,768 shares of common stock. The address of the principal business office of the reporting person is 4900 Meadows Rd, Suite 320, Lake Oswego, OR 97035.

(9)(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 397,415392,769 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, 2021,2023, all Section 16(a) filing requirements applicable to such persons were met in a timely 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, Chief Operating Officer,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 late one Form 4 with respecton February 15, 2023, on behalf of our former officer Rajinder Singh and officer Warren Taylor to one transaction inreport their initial statements of beneficial ownership of shares of common stock during the reporting period; Forms 3 for Li Shen and Stephen Baranowski,stock; one late Form 4 was filed on March 17, 2023, on behalf of our former Chief Accounting Officers;officer James Dullinger to report the vesting of restricted stock units and withholding of shares to satisfy tax obligations; one late Form 3s for4 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 with respect 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 issuancevesting of RSUs; Luvleen Sidhu, Robert Diegel,restricted stock units and Robert Ramsey filed late Forms 4 with respectwithholding of shares to the issuance of RSUs during the reporting period;satisfy tax obligations; and Brent Hurley, Aaron Hodari, Pankaj Dinodia, Marcy Schwab, A.J. Dunklau and Mike Gill filedfour late Form 4s with respect(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 receiving 1,000report the vesting of restricted stock units and withholding of shares each.to satisfy tax obligations.

PROPOSAL NO. 2
RA

RATIFICATIONTIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING 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, 2022. WithumSmith+Brown PC (“Withum”) served2024. 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 BDOKPMG 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 respond to appropriate 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 2021,2024, 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 Company’s Audit Committee, is presently conducting a request for proposals (“RFP”) process which may result in the selection of an independent registered public accounting firm from among the RFP participants (including KPMG) for purposes of the fiscal year ended December 31, 2024, which determination has not yet been finalized.

The shares represented by your proxy will be voted “FOR” the ratification of the selection of BDOKPMG 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 BDOKPMG for work performed in 20202023 and 20212023 or attributable to the audit of our 20202022 and 20212023 consolidated financial statements:statements.

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.

THE BOARD RECOMMENDS A VOTE “FOR” PROPOSAL NO. 2 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, 2021.2023.

In executing its responsibilities, the Audit Committee has reviewed and discussed our audited financial statements for fiscal year 20212023 with our management. The Audit Committee also has discussed with BDO,KPMG, our independent auditorregistered public accounting firm for fiscal year 2021,2023, the matters required to be discussed by PCAOB Auditing Standard No. AS 1301, “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 20212023 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 29, 20222024

____________

(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.

You May Vote Your Proxy When You View The Material On The Internet. You Will Be Asked To Follow The Prompts To Vote Your Shares. BM Technologies, Inc. c/o Continental Proxy Services 1 State Street, New York NY 10004 BM Technologies, Inc. 201 King of Prussia Road, Suite 350 Wayne, PA 19087 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS to be held on JUNE15, 2022 *Shareholders are cordially invited to attend the Virtual Annual Meeting and to vote on the Internet or any Mobile device. Dear Shareholder, The 2022 Annual Meeting of Shareholders of BM Technologies, Inc. will be conducted virtually over the Internet. You will be able to attend the annual meeting, vote your shares electronically and submit your questions during the live webcast of the meeting being held on Tuesday, June15, 2022 at 10:00 AM (Eastern Time) by visiting https://www.cstproxy.com/bmtechnologies/2022. Proposals to be considered at the Annual Meeting: (1) To consider and act upon a proposal to elect three Class II directors to the Company’s Board of Directors; (2) To consider and act upon a proposal to ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year ending December31, 2022; and (3) To transact such other matters as may properly come before the 2022 annual meeting or any adjournment or postponement thereof. The Board of Directors recommends a vote “FOR” all nominees under Proposal1, and “FOR” Proposals 2 and 3. Your electronic vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated, and returned the proxy card. Vote at the Meeting – If you plan to attend the virtual online annual meeting, you will need your 12 digit control number to vote electronically at the annual meeting. To attend the annual meeting, visit: https://cstproxy.com/ bmtechnologies/2022 Vote Your Proxy on the Internet: Go to http://www.cstproxyvote.com Have your notice available when you access the above website. Follow the prompts to vote your shares. MOBILE VOTING – On your Smartphone/Tablet, open the QR Reader and scan the below image. Once the voting site is displayed, enter your Control Number from the proxy card and vote your shares. CONTROL NUMBER To view the Proxy Materials and attend the annual meeting, please go to: https://www.cstproxy.com/bmtechnologies/2022