BM Technologies, Inc.

201 King of Prussia Road, Suite 350
Wayne, PA 19087

To the Stockholders of Megalith Financial Acquisition Corp.:May2, 2022

Dear Stockholder:

You are cordially invited to attend the special meeting, which we refer to as the “Special Meeting”,participate in BM Technologies, Inc.’s 2022 Annual Meeting of stockholders of Megalith Financial Acquisition Corp., which we refer to as “we”, “us”, “our”, “Megalith” or the “Company”,Stockholders to be held virtually on June15, 2022 at [●]10:00 a.m. Eastern Time, on [●], 2020. at the following website: https://www.cstproxy.com/bmtechnologies/2022/.

The formal meeting noticeNotice of Annual Meeting and proxy statement foraccompanying this letter provide an outline of the Special Meeting are attached.

The Special Meeting will be a completely virtual meeting of stockholders, which willbusiness to be conducted via live webcast. Youat the meeting. I will be able to attendalso report on the Special Meeting online, vote and submit your questionsprogress of the Company during the Special Meeting by visiting [●]. We are pleased to utilize the virtual stockholder meeting technology to (i) provide ready accesspast year and cost savings for our stockholders and the Company, and (ii) to promote social distancing pursuant to guidance provided by the Center for Disease Control and the U.S. Securities and Exchange Commission due to the novel Coronavirus (COVID-19). The virtual meeting format allows attendance from any location in the world.answer stockholders’ questions.

Even if you are planning on attending the Special Meeting online, please promptly submit your proxy vote by telephone, or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, soIt is important that your shares will be represented at the SpecialAnnual Meeting. Instructions on votingIf you are unable to participate in the meeting, I urge you to vote your shares are onby telephone or over the proxy materials you received for the Special Meeting. Even if you plan to attend the Special Meeting in person online, it is strongly recommended you completeinternet, or by completing, signing, dating and returnreturning your proxy card before the Special Meeting date, to ensureor voting instruction form so that your shares will be represented at the Special Meeting if youAnnual Meeting. Instructions for voting are unable to attend.

The accompanying proxy statement, which we refer to as the “Proxy Statement”, is dated [●], 2020, and is first being mailed to stockholders of the Company on or about [●], 2020. The purpose of the Special Meeting is solely to consider and vote upon the following proposals:

Each of the Proposals are more fully described in the accompanyingNotice, the Proxy Statement.

The purpose of the Extension Amendment Proposal and Trust Amendment Proposal is to allow the Company more time to complete its initial business combination. Our charterStatement and the Trust Agreement provide that we have until November 30, 2020 to complete a business combination. While we have entered into an Agreement and Plan of Merger, dated August 6, 2020 (the “Merger Agreement”), by and among Megalith, BankMobile Technologies, Inc., a Pennsylvania corporation (“BankMobile”), and MFAC Merger Sub Inc., a Pennsylvania corporation and a wholly-owned subsidiary of Megalith (“Merger Sub”), pursuant to which BankMobile will merge with and into Merger Sub, with Merger Sub surviving the Merger as a wholly-owned subsidiary of Megalith (collectively, the “Merger”), our board of directors (“Board”) believes that there may not be sufficient time before November 30, 2020 to complete the Merger. Accordingly, the Board believes that in order to be able to consummate the Merger or another business combination, we need to obtain the Extension. Therefore, our Board has determined that it is in the best interests of our stockholders to extend the date by which we must consummate a business combination to the Extended Date in order to provide our stockholders with the opportunity to participate in this prospective investment. For more information about the Merger, see the preliminary proxy statement in connection with the Merger, initially filed with the SEC on September 21, 2020, as may be amended and supplemented from time to time.

Holders (“public stockholders”) of shares of our Class A common stock (“public shares”) issued in our IPO may elect (the “Election”) to redeem their public shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, regardless of whether such public stockholder votes “FOR” or “AGAINST” the Extension Amendment Proposal. If the Extension is approved and consummated, the remaining public stockholders will retain their right to redeem their public shares when the proposed initial business combination is submitted to stockholders, subject to any limitations set forth in our charter. In addition, public stockholders who do not make the Election would be entitled to have their public shares redeemed for cash if the Company has not completed an initial business combination by the Extended Date.

To exercise your redemption rights, you must demand that the Company redeem your public shares for a pro rata portion of the funds held in the Trust Account, and tender your shares to the Transfer Agent at least two business days prior to the Special Meeting (or [●], 2020). You may tender your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption rights.

Based upon the current amount in the Trust Account, the Company anticipates that the per-share price at which public shares will be redeemed from cash held in the Trust Account will be approximately $[●] at the time of the Special Meeting. The closing price of the Company’s Class A common stock on [●], 2020 was $[●]. The Company cannot assure stockholders that they will be able to sell their shares of the Company’s Class A common Stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.

If the Extension is not approved and we do not consummate an initial business combination by November 30, 2020, in accordance with our charter, we will cease all operations except for the purpose of winding up and, as promptly as reasonably possible but not more than ten business days thereafter, redeem all the outstanding public shares with the aggregate amount then on deposit in the Trust Account.

The affirmative vote of the holders of at least 65% of the outstanding shares of the Company’s Class A common stock and Class B common stock (collectively, the “Common Stock”), voting as a single class, on the record date will be required to approve the Extension Amendment Proposal and the Trust Amendment Proposal. Notwithstanding stockholder approval of the Extension Amendment Proposal, our Board will retain the right to abandon and not implement the Extension Amendment at any time without any further action by our stockholders. The affirmative vote of the majority of the votes cast by stockholders present in person online or represented by proxy at the Special Meeting and entitled to vote on the Adjournment Proposal at the Special Meeting is required to approve the Adjournment Proposal.

Our Board has fixed the close of business on [●], 2020 as the date for determining the Company stockholders entitled to receive notice of and vote at the Special Meeting and any adjournment thereof. Only holders of record of the Common Stock on that date are entitled to have their votes counted at the Special Meeting or any adjournment thereof.

After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal, the Trust Amendment Proposal, and, if presented, the Adjournment Proposal are advisable and recommends that you vote or give instruction to vote “FOR” such proposals.

Whether or not you plan to attend the Special Meeting, wecard. We urge you to read this material carefully and vote your shares.

Your vote is important. If you are a stockholder of record, pleasecomplete, 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 make sureparticipate in the Annual Meeting. This will not prevent you from voting virtually but will assure that your vote is counted if you are unable to participate in the meeting.

Today, BMTX is one of the largest digital banking platforms and banking-as-a-service providers in the country. We are on a mission to financially empower millions of Americans by providing a more affordable, transparent, 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 profitable 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.

On behalf of your Board of Directors, thank you for your continued interest and support.

TABLE OF CONTENTS

BM TECHNOLOGIES, INC.
201 King of Prussia Road, Suite 350
Wayne, PA 19087

NOTICE OF VIRTUAL ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 15, 2022
Online Meeting Only — No Physical Meeting Location
https://www.cstproxy.com/bmtechnologies/2022

To the Stockholders of BM Technologies, Inc.:

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

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

2.      To ratify the appointment of BDO USA LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022 (Proposal No. 2); 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/2022 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. Whether or not you expect to participate in the virtual meeting, please vote by signing the enclosed proxy card and returning it promptly in the self-addressed envelope provided. 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.

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 350
Wayne, PA 19087

PROXY STATEMENT
2022 Virtual Annual Meeting of Stockholders
To Be Held on June 15, 2022
Online Meeting Only — No Physical Meeting Location
https://www.cstproxy.com/bmtechnologies/2022

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of BM Technologies, Inc. (the “Company,” “we,” “us” or “our”) for use at our 2022 Annual Meeting of Stockholders to be conducted virtually via live webcast on June 15, 2022, 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/2022 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, 2021 (the “Annual Report”) are available to stockholders at https://ir.bmtxinc.com. On or about May 6, 2022, 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 arewill be represented at the SpecialAnnual 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:

The Notice of Annual Meeting, proxy statement, proxy card and our Annual Report for the fiscal year ended December 31, 2021 are available at the following internet address: https://ir.bmtxinc.com.

INFORMATION ABOUT THE MEETING

When is the Annual Meeting?

The Annual Meeting will be conducted virtually on June 15, 2022, at 10:00 a.m. (Eastern Time).

Where will the Annual Meeting be held?

The Annual Meeting will be conducted virtually via live webcast at https://www.cstproxy.com/bmtechnologies/2022.

What items will be voted on at the Annual Meeting?

There are two matters scheduled for a vote:

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

2.      To ratify the appointment of BDO USA LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022 (Proposal No. 2); 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 three Class II director nominees named herein to serve on the Board of Directors; and

“FOR” the ratification of the appointment of BDO USA LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.

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.

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.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, 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, we had 12,273,438 shares of common stock outstanding.

How do I vote?

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

Stockholders of Record:    Shares Registered in Your Name. If on April 29, 2022, 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 also castvote 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 over 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 person online at the Special Meeting. 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.

•        BY 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 areas you direct.

Beneficial Owners:    Shares Registered in the Name of a Broker or Bank. If on April 29, 2022, 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 instructobtain 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.

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 three Class II director nominees named herein to serve on the Board of Directors and “FOR” the ratification of the appointment of BDO USA LLP, as our independent registered public accounting firm for the fiscal year ending December 31, 2022.

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, Wayne, Pennsylvania, Attention: Robert Ramsey, 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, “FOR,” “AGAINST” and “ABSTAIN.” A broker non-vote occurs when a nominee, such as a brokerage firm, bank, dealer or other similar organization, holding shares for a beneficial owner, does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that proposal and has not received instructions with respect to that proposal from the beneficial owner. In the event that a broker, bank, custodian, nominee or other record holder of our common stock indicates on a proxy that it does not have discretionary authority to vote certain shares on a particular proposal, then those shares will be treated as broker non-votes with respect to that proposal. Accordingly, if you own shares through a nominee, such as a brokerage firm, bank, dealer or other similar organization, please be sure to instruct your nominee how to vote to ensure that your vote is counted on each of the proposals.

If your shares are held by your broker as your nominee (that is, in “street name”), you will need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. We believe that 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.

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, the record date, there were 12,273,438 shares outstanding and entitled to vote. Thus, 6,136,720 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 2023 Annual Meeting?

We will consider for inclusion in our proxy materials for the 2023 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, 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, 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 2023 Annual Meeting of Stockholders, you must notify our Corporate Secretary, in writing, no earlier than February 13, 2023, and no later than 5:00 p.m. (Eastern Time) on March 15, 2023. 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 2023 Annual Meeting of Stockholders is more than 30 days before or 60 days after the first anniversary of the date of the 2022 Annual Meeting. In accordance with our bylaws, our board or chair of the 2023 Annual Meeting of Stockholders may determine, if the facts warrant, that a matter has not been properly brought before the meeting and, therefore, may not be considered at the meeting.

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

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

•        The principal occupation or employment of the individual;

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

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

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

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

A copy of our 2021 Annual Report on Form 10-K for the fiscal year ended December 31, 2021 is available at https://ir.bmtxinc.com. You also can obtain copies without charge at the SEC’s website at www.sec.gov. Our 2021 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. Requests should be sent to: Corporate Secretary, BM Technologies, Inc., 201 King of Prussia Road, Suite 350, Wayne, Pennsylvania 19087. A copy of our Annual Report on Form 10-K has also been filed with the Securities and Exchange Commission, or the SEC, and may be accessed from the SEC’s homepage (www.sec.gov).

Who is paying for this proxy solicitation?

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

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

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

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

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

Under this procedure, brokers are permitted to deliver a single copy of our Notice and, as applicable, any additional proxy materials that are delivered until such time as one or more of these shareholders notifies their broker that they want to receive separate copies. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If at any time you no longer wish to participate in householding and would prefer to receive a separate proxy statement and Annual Report, or if you are receiving multiple copies of the proxy statement and Annual Report and wish to receive only one, please notify your broker if your shares are held in a brokerage account or us if you are a stockholder of record. You can notify us by sending a written request to: Corporate Secretary, BM Technologies, Inc., 201 King of Prussia Road, Suite 350, Wayne, Pennsylvania 19087, or by calling (571) 236-8851. 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 you may castabout the Annual Meeting, these proxy materials or your vote in person online at the Special Meeting by obtaining a proxy from your brokerage firm or bank.ownership of our common stock, please contact Robert Ramsey, Chief Financial Officer, 201 King of Prussia Road, Suite 350, Wayne, Pennsylvania 19087, Telephone: (571) 236-8851.

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

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 on [●], 2020: This noticein 2024, Class II directors hold office for a term expiring at the Annual Meeting of meeting and the accompanying Proxy Statement, are available at [●].

MEGALITH FINANCIAL ACQUISITION CORP.
535 5^th Ave, 29^th Floor
New York, New York 10017

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [●], 2020

To the Stockholders of Megalith Financial Acquisition Corp.:

The special meeting (the “Special Meeting”) of stockholders of Megalith Financial Acquisition Corp. (“we,” “us,” “our,” “Megalith” or the “Company”) willto be held in 2022 and Class III directors hold office for a term expiring at [●] a.m. Eastern Time on [●], 2020 as a virtual meeting. You will be ablethe Annual Meeting of Stockholders to attend, vote your shares, and submit questions during the Special Meeting via a live webcast available at [●]. The Special Meeting will be held solelyin 2023. Each director holds office for the following purposes, as more fully described interm to which he or she is elected and until his or her successor is duly elected and qualified. Vacancies on the proxy statement accompanying this notice:

The Extension Amendment Proposal and the Trust Amendment Proposal are essential to the overall implementationBoard of the plan of the board of directors, which we refer to as the “Board”, to extend the date by which the Company has to complete an initial business combination. The purpose of the Extension Proposal and the Trust Amendment Proposal, and, if necessary, the Adjournment Proposal, is to allow the Company more time to complete the proposed transaction (the “Merger”) contemplated by that certain Agreement and Plan of Merger, dated August 6, 2020 (the “Merger Agreement”), by and among Megalith, BankMobile Technologies, Inc., a Pennsylvania corporation, and MFAC Merger Sub Inc., a Pennsylvania corporation and a wholly-owned subsidiary of Megalith. For more information about the Merger, see the preliminary proxy statement in connection with the Merger, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 21, 2020, asDirectors may be amended and supplemented from time to time.

Our charter provides that we have until August 28, 2020 (or November 30, 2020 if the Company has executedfilled by persons elected by a definitive agreement for a business combination by August 28, 2020) to complete a business combination. Our Board believes that there may not be sufficient time before November 30, 2020 to complete the Merger. Accordingly, the Board believes that in order to be able to consummate the Merger, we need to obtain the Extension. Therefore, our Board has determined that it is in the best interests of our stockholders to extend the date by which we must consummate a business combination to the Extended Date in order to provide our stockholders with the opportunity to participate in this prospective investment.

The affirmative vote of the holders of at least 65% of outstanding shares of the Company’s Class A common stock and Class B common stock (collectively, the “Common Stock”), voting as a single class, on the record date will be required to approve the Extension Amendment Proposal and the Trust Amendment Proposal. Notwithstanding stockholder approval of the Extension Amendment Proposal, our Board will retain the right to abandon and not implement the Extension at any time without any further action by our stockholders. The affirmative vote of the majority of the votes castremaining directors and nominated by stockholders presentthe nominating and corporate governance committee. A director elected by the Board of Directors to fill a vacancy in person online or representeda class, including any vacancies created by proxy at the Special Meeting and entitled to vote on the Adjournment Proposal at the Special Meeting is required to approve the Adjournment Proposal.

Holders (“public stockholders”) of shares of our Class A common stock (“public shares”) issuedan increase in our IPO may elect (the “Election”) to redeem their public shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, regardless of whether such public stockholder votes “FOR” or “AGAINST”directors, shall serve for the Extension Amendment Proposal. If the Extension is approved and consummated, the remaining public stockholders will retain their right to redeem their public shares when the proposed initial business combination is submitted to stockholders, subject to any limitations set forth in our charter. In addition, public stockholders who do not make the Election would be entitled to have their public shares redeemed for cash if the Company has not completed an initial business combination by the Extended Date.

To exercise your redemption rights, you must demand that the Company redeem your public shares for a pro rata portionremainder of the funds held infull term of that class and until the Trust Account,director’s successor is duly elected and tender your shares to the Company’s transfer agent at least two business days prior to the Special Meeting (or [●], 2020). You may tender your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption rights.

If the Extension is not approvedqualified. Messrs. Aaron Hodari and we do not consummate an initial business combination by November 30, 2020, in accordance with our charter, we will cease all operations except for the purpose of winding upPankaj Dinodia are Class I directors; Ms. Marcy Schwab and as promptly as reasonably possible but not more than ten business days thereafter, redeem all the outstanding public shares with the aggregate amount then on deposit in the Trust Account.

There will be no distribution from the Trust Account with respect to the Company’s warrants, which will expire worthless in the event of our winding up. Pursuant to the letter agreement, dated August 23, 2018, byMessrs. A.J. Dunklau and among the Company, MFA Investor Holdings LLC (our “Sponsor”),Mike Gill are Class II directors; and certain individuals whoMs. Luvleen Sidhu and Mr. Brent Hurley are members of the Board and/or the Company’s management team, in the event of a liquidation of the Company, Sponsor will not receive any monies held in the Trust Account as a result of its ownership of [●] shares of our Class B common stock (“Founder Shares”) that were issued to the Sponsor prior to our IPO.

Our Board has fixed the close of business on [●], 2020 as the date for determining the Company stockholders entitled to receive notice of and vote at the Special Meeting and any adjournment thereof. Only holders of record of the Common Stock on that date are entitled to have their votes counted at the Special Meeting or any adjournment thereof. On the record date of the Special Meeting, there were [●] shares of Common Stock outstanding, including [●] shares of the Company’s Class A common stock issued in our IPO and [●] Founder Shares. The Company’s warrants do not have voting rights in connection with the Proposals.

This Proxy Statement contains important information about the Special Meeting and the Proposals. Please read it carefully and vote your shares.

This Proxy Statement is dated [●], 2020, is first being mailed to stockholders on or about [●], 2020.

Whether or not you plan to attend the Special Meeting, we urge you to read this material carefully and vote your shares.

III directors.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED “FOR” THE EXTENSION AMENDMENT PROPOSAL, “FOR” THE TRUST AMENDMENT PROPOSAL, “FOR” THE ELECTION OF EACH OF THE NOMINEES FOR CLASS I DIRECTOR, AND “FOR” THE ADJOURNMENT PROPOSAL.

TABLE OF CONTENTS

MEGALITH FINANCIAL ACQUISITION CORP.
535 5^th Ave, 29^th Floor
New York, New York 10017

PROXY STATEMENT

SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [●], 2020

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully the entire document, including the annexes to this Proxy Statement.

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*        Indicates Class II director nominees

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

The Board of Directors has nominated three directors (upon the recommendation of the nominating and corporate governance committee), Ms. Schwab and Messrs. Dunklau and Gill, for election as Class II directors. If elected at the Annual Meeting, each of Ms. Schwab and Messrs. Dunklau and Gill would serve until the 2025 Annual Meeting of Stockholders and until his successor is elected and has qualified, or, if sooner, until his death, resignation or removal. Neither of Ms. Schwab and Messrs. Dunklau and Gill is being nominated as a director for election pursuant to any agreement or understanding between such person and the Company. Each of Ms. Schwab and Messrs. Dunklau and Gill has indicated their willingness to continue to serve if elected and has consented to be named as a nominee. It is our policy to encourage directors and nominees for director to attend the Annual Meeting.

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

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

Information about the Nominees and Directors

Biographical information with respect to the Class II nominees 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 II Directors

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(1)      The address for each of Ms. Schwab and Messrs. Dunklau and Gill is c/o 201 King of Prussia Road, Suite 350, 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”). 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, LLC since 2016, and is a member at Forbes Coaches Counsel. 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 from 2007 to 2008, and Senior Business Director from 1998 to 2007. Ms. Schwab brings over 25 years of experience as a senior executive, consultant, facilitator, and leadership coach. Ms. Schwab earned an MBA from The Wharton School of Business and a Bachelor of Science in Engineering from the University of Pennsylvania. We believe that Ms. Schwab is qualified to serve as a member of our Board of Directors based on her experience as a senior leader at several consumer focused financial services companies.

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

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

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

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

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

Non-independent Director

Luvleen Sidhu has served as BM Technologies’s Chief Executive Officer and Director since 2020 and was the youngest female Founder and CEO to take a company public at the time of listing when she took BM Technologies public in 2021 (NYSE: BMTX). From February 2014 to present, Ms. Luvleen Sidhu served as Chief Strategy Officer and President of the Company and its predecessor, which she helped found. Ms. Luvleen Sidhu earned her MBA from the Wharton School of Business of the University of Pennsylvania and her bachelor’s degree from Harvard University. After graduating from Harvard and Wharton she was a management consultant at Booz & co. in their financial services practice. Ms. Luvleen Sidhu is a recognized leader in the industry and was named one of Crain’s New York Business 2020 40 Under 40 and a “Rising Star in Banking & Finance” and “New York Business 2021 Notable Women on Wall Street.” She was included in Innovative Finance’s “Women in FinTech Powerlist 2020,” named one of PaymentsSource’s “Most Influential Women in Payments: Next” in 2021, recognized by Banking Northeast as one its New York Women in Banking in 2021, and received the honor of Fintech Woman of the Year by Lendit Fintech for 2019 and again in February 2022 — the first ever two-time winner. Before attending business school at Wharton, she was an analyst at Neuberger Berman and also worked as a director of corporate development at Customers Bank. While at the company, Ms. Luvleen Sidhu introduced several growth projects, including partnering with a New York City-based start-up to improve the banking experience through innovative technology. Ms. Luvleen Sidhu has been featured regularly in the media including on CNBC, Bloomberg Radio, Yahoo Finance, Fox News Radio and in The Wall Street Journal, Forbes.com, American Banker, Crain’s New York, FoxNews.com, among others. We believe that Ms. Sidhu is qualified to serve as a member of our Board of Directors based on her extensive experience creating and developing the BMTX (formerly known as BankMobile) platform since our inception and her fintech experience and insights.

Independent Director

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

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

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

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

Independent Director

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

Non-independent Director

Aaron Hodari has served as our director since the Business Combination. Mr. Hodari, a CFP and CIMA, is a Managing Director of Schechter Private Capital, LLC. Aaron Hodari 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 bring 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, New York, NY in the Institutional Account Management group where he managed relationships with institutional investors including pension funds, foundations & endowments, and family offices. While there, he specialized in customized fixed-income solutions, commodities, and hedge funds. Aaron graduated from the University of Michigan, where he majored in economics and played lacrosse. He is a member of the CAIS Advisory Council. We believe that Mr. Hodari is qualified to serve as a member of our Board of Directors based on his financial and investment management expertise.

CORPORATE GOVERNANCE

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

Board Composition

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

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

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

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

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

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

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

Director Independence

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

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

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

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

Board Leadership Structure

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

Committees of the Company Board

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

Audit Committee

Each of the members of the Company’s audit committee satisfies the requirements for independence and financial literacy under the applicable rules and regulations of the SEC and rules of the NYSE. The Company also determines that Mr. Dunklau qualifies as an “audit committee financial expert” as defined in this Proxy Statement constitutes forward-looking statements. You can identify these statementsthe SEC rules and satisfies the financial sophistication requirements of the NYSE. The Company’s audit committee is responsible for, among other things:

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

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

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

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

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

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

•        approving or, as required, pre-approving, all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by forward-looking words such as “may”, “expect”, “anticipate”, “contemplate”, “believe”, “estimate”, “intends”,the independent registered public accounting firm.

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

Compensation Committee

Each of the members of the Company’s compensation committee meet the requirements for independence under the applicable rules and “continue”regulations of the SEC and rules of the NYSE. The Company’s compensation committee is responsible for, among other things:

•        reviewing, approving and determining the compensation of the Company’s officers and key employees;

•        reviewing, approving and determining compensation and benefits, including equity awards, to directors for service on the Company Board or similar words. You should read statements that contain these words carefully because they:any committee thereof;

•        administering the Company’s equity compensation plans;

•        reviewing, approving and making recommendations to the Company Board regarding incentive compensation and equity compensation plans; and

•        establishing and reviewing general policies relating to compensation and benefits of the Company’s employees.

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

Nominating and Corporate Governance Committee

Each of the members of the nominating and corporate governance committee meet the requirements for independence under the applicable rules and regulations of the SEC and rules of the NYSE. The nominating and corporate governance committee is responsible for, among other things:

•        identifying, evaluating and selecting, or making recommendations to the Company Board regarding, nominees for election to our Board and its committees;

•        evaluating the performance of our Board and of individual directors;

•        considering, and making recommendations to the Company Board regarding, the composition of our Board and its committees;

•        reviewing developments in corporate governance practices;

•        evaluating the adequacy of the corporate governance practices and reporting;

•        reviewing related person transactions; and

•        developing, and making recommendations to the Company Board regarding, corporate governance guidelines and matters.

Our Board has adopted a written charter for the nominating and corporate governance committee, which is available on our website.

Code of Conduct and Ethics

We believe it is importanthave posted our Code of Conduct and Ethics and expect to communicatepost any amendments to or any waivers from a provision of our expectationsCode of Conduct and Ethics on our website, and also intend to disclose any amendments to or waivers of certain provisions of our stockholders. However, there may be eventsCode of Conduct and Ethics in a Form 8-K.

Compensation Committee Interlocks and Insider Participation

None of the Company’s officers currently serves, and in the futurepast 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.

Related Person Policy of the Company

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

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

Under the policy, the Company will collect information that the Company deems reasonably necessary from each director, executive officer and, to the extent feasible, significant stockholder, to enable the Company to identify any existing or potential related-person transactions and to effectuate the terms of the policy. In addition, under the Code of Conduct, employees and directors have no control. an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest.

The cautionary language discussedpolicy will require that, in this Proxy Statement provides examplesdetermining whether to approve, ratify or reject a related person transaction, our nominating and corporate governance committee, or other independent body of risks, uncertaintiesour Board, must consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, the Company’s best interests and eventsthose of our stockholders, as our nominating and corporate governance committee, or other independent body of our Board, determines in the good faith exercise of its discretion.

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

Director Attendance

Each director is strongly encouraged to attend each annual meeting of stockholders. All directors attended the 2021 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. Each director attended 100% of all board and committee meetings for which the director was a member.

EXECUTIVE COMPENSATION

The following sets forth information about the compensation paid to or accrued by us in such forward-looking statements, including, among other things, claims by third parties against the Trust Account, unanticipated delays in the distribution of the funds from the Trust Accountour principal executive officer and our ability to finance and consummate a business combination. You are cautioned not to place undue reliance on these forward-looking statements, which speak onlytwo other most highly compensated persons serving as executive officers as of the date of this Proxy Statement.

All forward-looking statements included herein attributable to us or any person acting on our behalfperiods indicated for services rendered for such periods. These executives are expressly qualified in their entirety by the cautionary statements contained or referred to as our “named executive officers.”

Summary Compensation Table

____________

1        On August 5, 2021, Ms. Sidhu’s salary was increased from $275,000 to $300,000, and Mr. Diegel and Mr. Ramsey’s salaries were each increased from $250,000 to $275,000.

2        In connection with the Company’s divestiture, on January 4, 2021 Customers Bancorp awarded 809,248 restricted shares to Ms. Sidhu, 96,339 restricted shares to Mr. Diegel, and 57,805 restricted shares to Mr. Ramsey. Effective September 30, 2021, the Board of Directors of the Company granted 250,000 service based and 250,000 performance based RSUs to Ms. Sidhu, 30,000 service based and 30,000 performance based RSUs to Mr. Diegel, and 15,000 service based and 15,000 performance based RSUs to Mr. Ramsey.

3        All stock options relate to Customers Bancorp stock. On April 3, 2019 Customers awarded Ms. Sidhu 100,000 options and Mr. Diegel 50,000 options with an exercise price of $18.62. The options were granted pursuant to a 5-year waterfall vesting schedule. On April 18, 2019 Customers awarded Mr. Ramsey 8,646 options with an exercise price of $19.28. The options were granted pursuant to a 5-year cliff vesting schedule. Customers Bancorp accelerated vesting in this section. Exceptconnection with the Business Combination.

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

Narrative Disclosure to the extent requiredSummary Compensation Table

The compensation paid to Ms. Sidhu, Mr. Diegel, and Mr. Ramsey in 2021 consisted of base salary, certain cash bonus incentive compensation, stock awards for past contributions and future performance over the next 3-5 years, and a 401(K) match.

The stock awards in 2021 were atypical and included restricted stock granted by applicable lawsCustomers Bancorp as severance in exchange for years of previous work to found (in the case of Ms. Sidhu who is a founder of the company) and regulations, we undertake no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.

BACKGROUND

We are a blank check company incorporated as a Delaware corporation on November 13, 2017build BM Technologies, and formed for the purposevalue created in connection with the Business Combination on January 4, 2021; the company does not consider this compensation a part of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Proxy Statement as our initial business combination. We have generated no operating revenues to date and we will not generate operating revenues until we consummate our initial business combination.

Since our IPO, we have concentrated our search on companies incurrent year compensation given the financial services industry or businesses providing technological services to the financial industry, commonly known as fintech businesses. We have employed a pro-active acquisition strategy focused on identifying potential business combination targets within both the fintech and financial services industries that are fundamentally sound, but where we believe we can be a catalyst to accelerating growth. Our acquisition strategy seeks to capitalize on the significant financial services, financial technology, banking, M&A, operational expertise, and contacts of both our management team and our board. Our management team’s ability to add value from both an operating and a financing perspective has been a key driveraward was for years of past performance building the business.

Additionally, on September 30, 2021, BM Technologies, Inc. granted restricted stock units from the 2020 equity incentive plan to certain executives to incentivize long-term performance. 50% of these awards have a time based, 4-year waterfall vesting schedule and we believe50% have performance-based vesting criteria which if achieved, will continuevest over a period of 3-5 years.

Employment Agreements

We currently have employment agreements in place with Ms. Luvleen Sidhu, our Chief Executive Officer and Mr. Robert Diegel, our Chief Operating Officer.

Ms. Luvleen Sidhu’s employment agreement has a term of two years and provides for immediate vesting of any equity incentive interests if terminated without cause or terminated for good reason. Ms. Luvleen Sidhu’s employment agreement automatically renews thereafter for successive two year periods unless either the Company or the employee give written notice to be centralthe other at least sixty (60) days prior to its differentiated acquisition strategy. We believe that the long track record of our Executive Chairman in leading publicly traded companies, as well as the track recordsend of the applicable term.

Mr. Diegel’s employment agreement has a term of one year and provides for accelerated vesting of any equity incentive interests if terminated without cause or terminated for good reason. The employment agreement automatically renews thereafter for successive one-year periods unless either the Company or the employee give written notice to the other membersat least sixty (60) days prior to the end of the applicable term.

Ms. Luvleen Sidhu is entitled to receive an annual base salary of at least $275,000 pursuant to her employment agreement and incentive compensation in an amount, in such form, and at such time as approved by our management team,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 is a key differentiator for potential combination targets. We also believe that the past experiences of our management team and board in successfully building and scaling multiple businesses that grew into multi-billion dollar companies is another key differentiator that will be viewed favorably by potential business combination targets. We believe that our management team is a unique combination of investors and executive operators that are well positionedentitled to identify acquisition opportunities through their relationshipsreceive severance compensation in the fintech, financial services,event of a termination of her employment by the Company without “Cause” or by the executive for “Good Reason” in an amount equal to the sum of her then current base salary plus the average of the annual performance bonus (consisting of both cash and banking industries,other incentive compensation, but excluding the Company match of any deferred compensation) provided to her with private equity and venture capital firms, with management teamsrespect to the three (3) fiscal years of the Company immediately preceding the fiscal year of termination, for the greater of two (2) years or the period of time remaining in the fintech, financial services,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 Sidhu is also eligible for employee benefits and banking industries,shall be entitled to a fraction of any Cash Bonus for the fiscal year of the Company within which Ms. Luvleen Sidhu’s termination of employment occurs which, based upon the criteria established for such Cash Bonus, would have been payable to her had she remained employed through the date of payment.

Mr. Diegel is entitled to receive an annual base salary of 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 investment bankers who we believe are likelyrespect to provide usthe three (3) fiscal years 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 potential combination targets.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 year of the Company within which their termination of employment occurs which, based upon the criteria established for such Cash Bonus, would have been payable to him had he remained employed through the date of payment.

Equity Incentive Plan

We believehave also entered into our 2020 Equity Incentive Plan, which became effective upon the financial services industry has experienced significant amountclosing of changes over the last several years as new companies providing technology, software,Business Combination. The Equity Incentive Plan 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 digital platforms have enteredother forms of equity compensation, or collectively, stock awards, all of which may be granted to employees, including officers, non-employee directors and consultants of us and its affiliates. Additionally, the market. AccordingEquity Incentive Plan provides for the grant of performance cash awards. ISOs may be granted only to a report by KPMG, there was over $135 billion invested in global fintech companies in 2019 alone. Fintech companies exist across many industries within financial services,employees. All other awards may be granted to employees, including banking technology, paymentofficers, and financial transaction processing, capital markets, wealth management, insurance,to non-employee directors and financial management systems.

We believe that fintech companies have proven to be successful with multiple business models and strategic objectives. The objectiveconsultants. Initially, the aggregate number of fintech companies can range from improving the efficiency of traditional financial services companies, to introducing new products and creating new markets, to those focused on disrupting traditional financial services companies with competitive products.

Our management team believes the financial services industry is evolving at a rapid pace due to the entrance of technology focused service providers, and we believe that there are attractive opportunities to acquire and merge with either rapidly growing fintech companies, or traditional financial services companies that are at a strategic inflection point. Among the fintech businesses, we are intent on identifying companies with disruptive technology that has allowed them to grow quickly and that we believe are positioned to sustain a robust growth trajectory through the addition of new capital, access to public markets, operational or strategic expertise. Among the traditional financial services companies, we are seeking combination targets that have new or evolving opportunities to respond to changes in the market place through the addition of new capital, access to public markets, operational or strategic expertise.

There are currently 7,427,226 shares of Common Stock that may be issued pursuant to stock awards under the Equity Incentive Plan after the Equity Incentive Plan becomes effective will not exceed 10% of the issued and outstanding consisting of 3,195,004 shares of Class A common stock and 4,232,222 Class B common stock , or Founders Shares. Each Founder Share is convertible into one share of Class A common stock. We also issued warrants to purchase 16,928,889 shares of our Class A common stock as partimmediately after the closing of the unitsBusiness Combination.

The maximum number of shares of Common Stock subject to awards granted under the Equity Incentive 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

Our Board adopted, non-employee director compensation plan provides that we pay our non-employee directors an annual fee of $20,000, paid in quarterly installments. We 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 are also eligible to receive shares of stock pursuant to our 2020 Equity Incentive Plan.

The following table sets forth information regarding compensation earned during the fiscal year ended December 31, 2021 by each of our non-employee directors:

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The following includes a summary of transactions since January 1, 2021 to which we have been a party, in which the amount involved in the transaction exceeded the lesser of $120,000 or 1% of our average total assets, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change of control, and other arrangements, which are described under the section entitled “Executive Compensation.” For the purposes of this section, “Megalith” refers to Megalith Financial Acquisition Corp. prior to the Business Combination.

Related Person Policy

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

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

Founders Shares

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

The Sponsor agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one share of Class A common stock at $11.50 per share and become exercisable 30 daysyear after the completion of an initial business combination. Such warrants are redeemable at any time after they become exercisable and priorcombination or (B) subsequent to their expiration, at athe initial business combination, (x) if the last sale price of $0.01 per warrant, provided that the last reported sales price of our Class A common stockCommon Stock equals or exceeds $24.00$12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the thirdany thirty (30) trading day prior toperiod commencing at least one-hundred fifty (150) days after the initial business combination, or (y) the date on which we give proper noticecomplete a liquidation, merger, capital stock exchange or other similar transaction that results in all of such redemption and provided certainour stockholders having the right to exchange their shares of Common Stock for cash, securities or other conditions are met. Such warrants will expire five years after the completion of an initial business combination or earlier upon redemption or liquidation.property.

SimultaneouslyPlacement Warrants

Concurrently with the consummationclosing of the Megalith IPO, ourthe Sponsor and the representative of the underwriters in the IPO, Chardan Capital Markets, LLC (“Chardan”Chardan”), purchased an aggregate of 6,560,000 Placement Warrants at a price of $1.00 per warrant in a private placement. 5,810,000 Placement Warrants were purchasedWarrant (5,810,000 by ourthe Sponsor and 750,000 by Chardan) for an aggregate purchase price of $6,560,000. Each whole Placement Warrants were purchased by Chardan. In connectionWarrant is exercisable for one whole share of Common Stock at a price of $11.50 per share (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of equity or equity-linked securities). Concurrently with the underwriters’underwriter’s partial exercise of over-allotment option, our Sponsor purchasedthe over-allotment, Megalith consummated a private sale of an additional 385,778 Placement Warrants. EachWarrants to the Sponsor at a price of $1.00 per Placement Warrant entitles its holder to purchase one sharegenerating gross proceeds of our Class A common stock at an exercise price of $11.50 per share. If we do not complete a business combination within the applicable time period, the Placement Warrants will expire worthless.$385,778. The Placement Warrants are non-redeemablenon-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. In addition, for as long as the Placement Warrants are held by Chardan or its designees or affiliates, they may not be exercised after five years from August 23, 2018.

Support Services

The Company entered into an agreement whereby, commencing on August 23, 2018 until January 4, 2021, Megalith paid an affiliate of the Sponsor a monthly fee of $2,000 for office space, as well as certain administrative and support services, as may be required by Megalith from time to time. This agreement terminated upon the Business Combination. In 2021, there were no payments under this agreement.

Megalith paid an entity affiliated with its President and Chief Executive Officer a fee of approximately $7,692 every two weeks until January 4, 2021. This agreement terminated upon the Business Combination. In 2021, there were no payments under this agreement.

Sponsor Share Letter

Pursuant to a letter agreement (the “Sponsor Share Letter”) the Sponsor entered into concurrently with the Merger Agreement, with Megalith and BankMobile, at the consummation of the Business Combination, the Sponsor forfeited 2,932,222 of its Founder Shares, subjected an additional 300,000 of its Founder Shares to potential vesting and forfeiture based on a stock-price based earnout over a seven year period from the Closing, and transferred 101,703 of its Founder Shares to stockholders of Customers Bank at Closing. Sponsor also transferred 178,495 of its Founder shares and 1,311,501 private placement warrants to certain investors in the PIPE Financing.

Registration Rights

The holders of Megalith’s founder shares, private placement warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issuable upon the exercise of the private placement warrants and warrants that may be issued upon conversion of working capital loans and upon conversion of the founder shares) are entitled to registration rights pursuant to a registration rights agreement, requiring us to register such securities for resale (in the case of the founder shares, only after conversion to Common Stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed by us, and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. In the case of the founder shares, the lock-up period will expire on the earlier of (A) January 4, 2022, or (B) (x) if the last sale price of Megalith’s Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any 30-trading day period commencing at least one-hundred fifty (150) days after January 4, 2021, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. In the case of the private placement warrants and the respective Common Stock underlying such warrants, the lock-up period will expire thirty (30) days after January 4, 2021. In the case of Chardan, in addition to the foregoing restriction on transfer of the private placement warrants until thirty (30) days after January 4, 2021, the private placement warrants purchased by Chardan shall not be sold during the offering, or sold, transferred, assigned, pledged or hypothecated for a period of one-hundred eighty (180) days immediately following the date of effectiveness of the registration statement of which this prospectus forms a part or commencement of sales of this offering, except to any member participating in the offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction described in this sentence for the remainder of the time period. Additionally, the private placement warrants purchased by Chardan shall not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of one-hundred eighty (180) days immediately following the date of effectiveness of the registration statement of which this prospectus forms a part or commencement of sales of this offering. Furthermore, notwithstanding the foregoing, pursuant to FINRA Rule 5110 Chardan may not exercise its demand and “piggyback” registration rights after five (5) and seven (7) years, respectively, after the effective date of the registration statement for the IPO. The Sponsor, Chardanof which this prospectus forms a part and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Placement Warrants until 30 days after the completion of an initial business combination.

A total of $170,981,779, (or $10.10 per unit sold in our IPO) comprised of $164,036,001 of the proceeds from the IPO (including the over-allotment units) and $6,945,778 of the proceeds of the sale of the Placement Warrants, was placed in the Trust Account maintained by Continental, invested in U.S. “government securities”, within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, which we refer to as the “1940 Act”, with a maturity of 180 days or less or in any open ended investment company that holds itself out as a money market fund selected by us meeting the conditions of Rule 2a-7 of the 1940 Act, until the earlier of: (i) the consummation of a business combination or (ii) the distribution of the proceeds in the Trust Account as described below.

On May 26, 2020, we held a special meeting of stockholders. At such meeting, our stockholders approved, among others, an amendment to our charter to extend the date by which we must consummate a business combination from May 28, 2020 to August 28, 2020 (or November 30, 2020 if the Company has executed a definitive agreement for a business combination by August 28, 2020). In connection with such special meeting, [●] shares of Class A common stock were redeemed.

On August 6, 2020, we entered into the Merger Agreement. Pursuant to the Merger Agreement, the parties agreed, subject to the terms and conditions of the Merger Agreement, to effect the Merger. The Board currently believes that there may not be sufficient time before November 30, 2020 to completeexercise its demand rights on more than one occasion. We will bear the Merger or another business combination. Accordingly, the Board believes that in order to be able to consummate a business combination, we will need to obtain the Extension. If we fail to complete our initial business combination on or before November 30, 2020, we would be precluded from completing the Merger or another business combination and would be forced to liquidate even if our stockholders are otherwise in favor of consummating the Merger or another business combination. For more information about the Merger, see the preliminary proxy statementexpenses incurred in connection with the Merger, initially filedfiling of any such registration statements.

Customers Bank

Prior to the Business Combination, we were a wholly-owned subsidiary of Customers Bank, which is the wholly-owned bank subsidiary of Customers Bancorp, Inc. Luvleen Sidhu is the daughter of Mr. Jay Sidhu, the Chairman & CEO of Customers Bancorp and the Executive Chairman of Customers Bank. Ms. Luvleen Sidhu has served as our Chief Executive Officer since January 2020 and was previously our President and Chief Strategy Officer.

Jay Sidhu is the Chairman & CEO of Customers Bancorp and Executive Chairman of Customers Bank. Mr. Jay Sidhu also served the Executive Chairman of the board of directors of Megalith through August 7, 2020, and was a controlling member of the Sponsor.

Samvir Sidhu is President and CEO of Customers Bank. He also served on the board of directors of Megalith and was a member of the Sponsor. Mr. Samvir Sidhu is the son of Mr. Jay Sidhu and brother of Ms. Luvleen Sidhu.

Bhanu Choudhrie previously served on the board of directors of Customers Bancorp. Mr. Choudhrie also served on the board of directors of Megalith prior to the Business Combination and was a controlling member of the Sponsor.

Customers Bancorp, Customers Bank, and BankMobile were parties to an Amended and Restated Intercompany Services Agreement (“Intercompany Agreement”) until it was terminated upon the consummation of the Business Combination.

Customers Bank and BankMobile were subject to a Non-Negotiable Demand Promissory Note and Line of Credit Agreement (“Intercompany Note”) until it was terminated upon the consummation of the Business Combination.

Effective upon the consummation of the Business Combination, we entered into with Customers Bank the Transition Services Agreement, Licensing Agreement, Deposit Processing Services Agreement, Non-Competition Agreement and Loan Agreement.

Transition Services Agreement

On January 4, 2021, we entered into that certain Transition Services Agreement (the “Transition Services Agreement”) with Customers Bank, pursuant to which each party agrees for a period of up to twelve months to provide certain transition services listed therein to the other party. In consideration for the services, we will pay Customers Bank a service fee of $12,500 per month, plus any expenses associated with the SEC on September 21, 2020, asservices. We may terminate the Transition Services Agreement without penalty with at least 30 days advance written notice if we determine there is no longer a business need for the services. In 2021, we paid a total of $150,000 under this agreement. On December 1, 2021, an immaterial portion of the Transition Services Agreement was extended through 3/31/2022 and has now been terminated.

License Agreement

On January 4, 2021, we entered into that certain Software License Agreement (the “License Agreement”) with Customers Bank, providing that we grant a non-exclusive, nontransferable, royalty-free license to use the mobile banking technology to Customers Bank for a period of ten years. The License Agreement may be amendedterminated upon either party’s uncured material breach, provided that if the agreement is terminated for our uncured material breach, then we shall pay Customers Bank an early termination fee equal to the product of $10 million, and supplementedthe number of whole months remaining in the term divided by 120. The license is subject to certain other restrictions on use and customary conditions set forth in the License Agreement. To date, our Partner Bank has not utilized the Company’s mobile banking technology and zero consideration has been paid or recognized under the Software License Agreement.

Deposit Servicing Agreement

On January 4, 2021, we entered into that certain Deposit Processing Services Agreement (the “Deposit Servicing Agreement”) with Customers Bank, providing that Customers Bank would establish and maintain deposit accounts and other banking services in connection with customized products and services offered by us, and we would provide certain other related services in connection with the accounts. The initial term continues until December 31, 2022, which shall automatically renew for additional three year terms unless either party gives written notice of nonrenewal within 180 days prior to the expiration of the term. The Deposit Servicing Agreement may be terminated early by either party upon material breach, upon notice of an uncured objection from time to time.

The amounta regulatory authority, or by us upon 90 days’ written notice upon the satisfaction of cash held outside the Trust Account was approximately $599,156 at June 30, 2020. In addition, interest income oncertain conditions. As compensation, Customers Bank retains any and all revenue generated from the funds held in the Trust Accountdeposit accounts, and in exchange, pays us a 3% servicing fee based on average monthly deposit balances, subject to certain contractual adjustments, and a monthly interchange fee equal to all debit card interchange revenues on the demand deposit accounts, plus the difference between Durbin Exempt and Durbin regulated interchange revenue, and will pass through all customer account fees. In 2021, we were paid a total of $82.3 million under this agreement. Of this amount, $22.8 million was paid directly by Mastercard or individual account holders.

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” (as defined in the Non-Competition Agreement) in the Territory (as defined in the Non-Competition Agreement), except for white label digital banking services with previously identified parties and passive investments of no more than 2% of a class of equity interests of a competitor that is publicly traded. Customers Bank also agreed not to directly or indirectly hire or solicit any employees of a Covered Party.

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 be releasedarise by reason of their service to us, to paythe fullest extent permitted by Delaware law.

Loan Agreement

On January 4, 2021, we and our franchise and income tax obligations. As of [●], 2020, approximately $[●] was in the Trust Account. The mailing address of the Company’s principal executive office is 535 5^th Ave, 29^th Floor, New York, New York 10017.

You are not being asked to vote on the Merger or another proposed business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, provided that you aresubsidiary BTMX, Inc. entered into a stockholder on the record dateLoan Agreement (the “Debt Agreement”) with Customers Bank (the “Lender”) providing for a meetingline of credit of up to consider$10 million, subject to a business combination, you will retainborrowing base requirement based on our and our subsidiary’s accounts receivables. Borrowings made under the rightDebt Agreement are subject to vote onan interest rate equal to the Merger or another proposed business combination when it is submitted to stockholders1-month London Interbank Offered Rate plus 375 basis points, and the right to redeem your public shares for cash in the event the Merger or another business combination is approved and completed or we have not consummated the Merger or another business combination by the Extended Date.

THE SPECIAL MEETING

We are furnishing this Proxy Statement to you, as a stockholder of Megalith Acquisition Corp., as part of our solicitation of proxiessecured by our Board for use atand our Special Meeting to be held virtually on [●], 2020, or any adjournment(s) or postponement(s) thereof.

Date, Time, Place and Purpose of the Special Meeting

The Special Meeting of the Company’s stockholders will be held at [●] a.m. Eastern Time on [●], 2020 as a virtual meeting. You will be able to attend, vote your shares, and submit question during the Special Meeting via a live webcast available at [●]. You are cordially invited to attend the Special Meeting, at which stockholders will be asked to consider and vote upon the following proposals, which are more fully described in this Proxy Statement:

Record Date, Voting and Quorum

You will be entitled to vote or direct votes to be cast at the Special Meeting, if you owned Common Stock at the close of business on [●], 2020, the record date for the Special Meeting.

There are currently 7,427,226 shares of Common Stock issued and outstanding, consisting of 3,195,004 shares of Class A common stock and 4,232,222 Class B common stock , or Founders Shares. Each Founder Share is convertible into one share of Class A common stock. You will have one vote per proposal for each share of Common Stock you owned at that time. The Company’s warrants do not carry voting rights.

The presence, in person or by proxy, at the Special Meeting by holders of shares of outstanding capital stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at the Special Meeting constitutes a quorum for the transaction of business at the Special Meeting.

Votes Required

Approval of each of the Extension Amendment Proposal and the Trust Amendment Proposal requires the affirmative vote of the holders of at least 65% of the outstanding shares of Common Stock, voting as a single class, on the record date. Abstentions and “broker non-votes” will have the same effect as voting “AGAINST” each of the Extension Amendment Proposal and the Trust Amendment Proposal.

You will be entitled to redeem your public shares for cash and elect to redeem your public shares for a pro rata portion of thesubsidiary’s assets. Borrowed funds available in the Trust Account in connection with the Extension Amendment Proposal.

The affirmative vote of the majority of the votes cast by stockholders present in person online or represented by proxy at the Special Meeting and entitled to vote on the Adjournment Proposal at the Special Meeting is required to approve the Adjournment Proposal. Abstentions and “broker non-votes” will have no effect on the outcome of the Adjournment Proposal.

Voting

You can vote your shares at the Special Meeting in person online or by proxy.

You can vote by proxy by having one or more individuals who will be at the Special Meeting vote your shares for you. These individuals are called “proxies” and using them to cast your ballot at the Special Meeting is called voting “by proxy.” If you wish to vote by proxy, you must complete the enclosed form, called a “proxy card,” and mail it in the envelope provided.

If you do the above, you will designate each of Samvir S. Sidhu, a director, and A.J. Dunklau, our Chief Executive Officer and President, to act as your proxies at the Special Meeting. One of them will then vote your shares at the Special Meeting in accordance with the instructions you have given them on the proxy card with respect to the Proposals. Proxies will extend to, and be voted at, any adjournment(s) or postponement(s) of the Special Meeting.

Alternatively, you can vote your shares in person online at the Special Meeting. You will be given instructions during the Special Meeting.

A special note for those who plan to attend the Special Meeting and vote in person online: if your shares are held in the name of a broker, bank or other nominee, you must have available a statement from your brokerage account or a letter from the person or entity in whose name the shares are registered indicating that you are the beneficial owner of those shares as of the record date. In addition, you will not be able to vote at the Special Meeting unless you obtain a legal proxy from the record holder of your shares.

Our Board is asking for your proxy. Giving the Board your proxy means you authorize it to vote your shares at the Special Meeting in the manner you direct. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on the Extension Amendment Proposal, the Trust Amendment Proposal, and the Adjournment Proposal. All valid proxies received prior to the Special Meeting will be voted. All shares represented by a proxy will be voted, and where a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the specification so made. If no choice is indicated on the proxy, the shares will be voted “FOR” the Extension Amendment Proposal, “FOR” the Trust Amendment Proposal, and “FOR” the Adjournment Proposal.

Stockholders who have questions or need assistance in completing or submitting their proxy cards should contact Advantage Proxy Inc., toll free at (877) 870-8565 or collect at (206) 870-8565 or by email at ksmith@advantageproxy.com.

Stockholders who hold their shares in “street name,” meaning the name of a broker or other nominee who is the record holder, must either direct the record holder of their shares to vote their shares or obtain a proxy or voting instruction form from the record holder to vote their shares at the Special Meeting.

Revocability of Proxies

Any proxy may be revoked by the person giving it at any time before the polls close at the Special Meeting. A proxy may be revoked by either (i) delivering to the Company’s Secretary at Megalith Financial Acquisition Corp., c/o Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, 11^th Floor, New York, New York 10105, a written notice of revocation so that it is received by our Secretary prior to the Special Meeting, (ii) a subsequent proxy relating to the same shares, or (iii) by attending the Special Meeting virtually and voting online.

Simply attending the Special Meeting will not constitute revocation of your proxy. If your shares are held in the name of a broker or other nominee who is the record holder, you must follow the instruction of your broker or other nominee to revoke a previously given proxy.

Solicitation of Proxies; Expenses.

The cost of preparing, assembling, printing and mailing Proxy Statement and the accompanying form of proxy, and the cost of soliciting proxies relating to the Special Meeting, will be borne by the Company. Some banks and brokers have customers who beneficially own Common Stock listed of record in the names of nominees. We intend to request banks and brokers to solicit such customers and will reimburse them for their reasonable out-of-pocket expenses for such solicitations. The solicitation of proxies by mail may be supplemented by telephone, email and personal solicitation by officers, directors and regular employees of the Company, but no additional compensation will be paid to such individuals. We have retained Advantage Proxy Inc. (“Advantage Proxy”) to assist us in soliciting proxies. If you have questions about how to vote or direct a vote in respect of your shares, you may contact Advantage Proxy, toll free at (877) 870-8565 or collect at (206) 870-8565 or by email at ksmith@advantageproxy.com. The Company has agreed to pay Advantage Proxy a fee of $[●] and expenses, for its services in connection with the Special Meeting.

PROPOSALS TO BE VOTED ON BY STOCKHOLDERS

THE EXTENSION AMENDMENT PROPOSAL

The Company is proposing to extend the date by which the Company must consummate an initial business combination from November 30, 2020, to [●], 202[●] by further amending the Company’s charter.

As previously announced, we entered into the Merger Agreement on August 6, 2020. Pursuant to the Merger Agreement, the parties agreed, subject to the terms and conditions of the Merger Agreement, to effect the Merger. The Board currently believes that there may not be sufficient time before November 30, 2020 to complete the Merger or another business combination. Accordingly, the Board believes that in order to be able to consummate the Merger or another business combination, we will need to obtain the Extension. If we fail to complete an initial business combination on or before November 30, 2020, we would be precluded from completing our initial business combination and would be forced to liquidate even if our stockholders are otherwise in favor of consummating the business combination. For more information about the Merger, see the preliminary proxy statement in connection with the Merger, initially filed with the SEC on September 21, 2020, as may be amended and supplemented from time to time.

The Extension Amendment Proposal is essential to the overall implementation of the Board’s plan to allow the Company more time to complete a business combination. Approval of the Extension Amendment Proposal and the Trust Amendment Proposal, which is discussed below, are both a condition to the implementation of the Extension.

If the Extension Amendment Proposal is not approved and we have not consummated a business combination by November 30, 2020, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter redeem the public shares at the Per-Share Redemption Price, which redemption will completely extinguish rights of the public stockholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above, to the Company’s obligations under Delaware law to provide for claims of creditors and other requirements of applicable law. There will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the event we wind up.

A copy of the proposed amendment to the charter is attached to this Proxy Statement in Annex A.

Reasons for the Extension Amendment Proposal

The Company’s IPO prospectus and the charter provide that the Company must consummate an initial business combination by November 30, 2020. While we have entered into the Merger Agreement, our Board currently believes that there may not be sufficient time before November 30, 2020 to complete the Merger. Accordingly, the Board believes that in order to be able to consummate the Merger or another business combination, we need to obtain the Extension. Therefore, our Board has determined that it is in the best interests of our stockholders to extend the date by which we must consummate a business combination to the Extended Date in order to provide our stockholders with the opportunity to participate in this prospective investment. For more information about the Merger, see the preliminary proxy statement in connection with the Merger, initially filed with the SEC on September 21, 2020, as may be amended and supplemented from time to time.

The Company’s IPO prospectus and charter provide that the affirmative vote of the holders of at least 65% of the outstanding shares of Common Stock, voting as a single class, on the record date is required to extend our corporate existence, except in connection with, and effective upon, consummation of a business combination. Additionally, our IPO prospectus and charter provide for all public stockholders to have an opportunity to redeem their public shares in the case our corporate existence is extended as described above. Because we continue to believe that an initial business combination would be in the best interests of our stockholders, and because we will not be able to conclude the Merger or another business combination within the permitted time period, the Board has determined to seek stockholder approval to extend the date by which we have to complete a business combination beyond November 30, 2020 to the Extended Date. We intend to hold another stockholder meeting prior to the Extended Date in order to seek stockholder approval of the Merger or another proposed initial business combination.

We believe that the foregoing charter provision was included to protect Company stockholders from having to sustain their investments for an unreasonably long period if the Company failed to find a suitable business combination in the timeframe contemplated by the charter. We also believe, however, that given the Company’s expenditure of time, effort and money on finding a business combination, including the Merger, circumstances warrant providing public stockholders an opportunity to consider a business combination.

If the Extension Amendment Proposal is Not Approved

The approval of both the Extension Amendment Proposal and the Trust Amendment Proposal, which is discussed below, are essential to the implementation of our Board’s plan to extend the date by which we must consummate the Merger or another initial business combination. Therefore, our Board will abandon and not implement the Extension unless our stockholders approve the Extension Amendment Proposal and the Trust Amendment Proposal.

If the Extension in not completed and we have not consummated the Merger or another business combination by November 30, 2020, we will automatically wind up, dissolve and liquidate starting on November 30, 2020.

There will be no distribution from the Trust Account with respect to the Company’s warrants, which will expire worthless in the event we wind up. In the event of a liquidation, our Sponsor will not receive any monies held in the Trust Account as a result of its ownership of the Founder Shares or the Placement Warrants.

If the Extension Amendment Proposal Is Approved

If the Extension Amendment Proposal is approved, the Company will file an amendment to the charter with the Secretary of State of the State of Delaware in the form set forth in Annex A hereto to extend the time it has to complete the Merger or another business combination until the Extended Date. The Company will remain a reporting company under the Exchange Act and its units, Class A common stock, and public warrants will remain publicly traded. The Company will then continue to work to consummate the Merger or another business combination by the Extended Date.

Notwithstanding stockholder approval of the Extension Amendment Proposal and the Trust Amendment Proposal, our Board will retain the right to abandon and not implement the Extensionrepaid at any time without any further action by our stockholders.

Approval ofpenalty. Concurrent with signing the Extension Amendment Proposal will constitute consent forDebt Agreement, we drew approximately $5.4 million under the Company to (i) remove from the Trust Account the Withdrawal Amount and (ii) deliver to the holders of the redeemed public shares their portion of the Withdrawal Amount. The removal of the Withdrawal Amount from the Trust Account will reduce the amount held in the Trust Account. The Company cannot predict the amount that will remain in the Trust Account if the Extension Amendment Proposal is approved, and the amount remaining in the Trust Account may be only a small fraction of the approximately $[●] that was in the Trust Account as of [●], 2020. We will not proceed with the Extension if redemptions or repurchases of our public shares cause us to have less than $5,000,001 of net tangible assets (which would occur if there are redemptions or repurchases of more than [●] of our public shares) following approval of the Extension Amendment Proposal.

If the Extension Amendment Proposal is approved and the Extension is completed but the Company does not consummate the Merger or an initial business combination, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter redeem the public shares at the Per-Share Redemption Price, which redemption will completely extinguish rights of the public stockholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above, to the Company’s obligations under Delaware law to provide for claims of creditors and other requirements of applicable law. There will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the event we wind up.

You are not being asked to vote on the Merger or anther proposed initial business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, you will retain the right to vote on the Merger or another proposed initial business combination when it is submitted to stockholders and the right to redeem your public shares for cash in the event the Merger or an initial business combination is approved and completed or we have not consummated the Merger or another initial business combination by the Extended Date.

The Board’s Reasons for the Extension Amendment Proposal

Our IPO prospectus and charter provide that the Company has until November 30, 2020 to complete the purposes of the Company including, but not limited to, effecting a business combination under its terms. As previously announced, we entered into the Merger Agreement on August 6, 2020. Pursuant to the Merger Agreement, the parties agreed, subject to the terms and conditions of the MergerDebt Agreement to effect the Merger. The Board currently believes that there may not be sufficient time before November 30, 2020refinance intercompany debt owed by BankMobile to complete the Merger or another business combination. Accordingly, the Board believes that in order to be able to consummate the Merger or another business combination, we will need to obtain the Extension. Without the Extension, we believe that we will not be able to complete an initial business combination on or before November 30, 2020. If that were to occur, we would be precluded from completing our initial business combination and would be forced to liquidate even if our stockholders are otherwise in favor of consummating the business combination. For more information about the Merger, see the preliminary proxy statement in connection with the Merger, initially filed with the SEC on September 21, 2020, as may be amended and supplemented from time to time.

As discussed above, after careful consideration of all relevant factors, our Board has determined that the Extension Proposal is fair to, and in the best interests of, the Company and its stockholders. The Board has approved and declared advisable adoption of the Extension Proposal and recommends that you vote “FOR” such adoption. The Board expresses no opinion as to whether you should redeem your public shares.

Interests of our Sponsor, Directors and Officers

When you consider the recommendation of our Board, you should keep in mind that our Sponsor, executive officers and members of our Board have interests that may be different from, or in addition to, your interests as a stockholder. These interests include, among other things:

Redemption Rights

If the Extension Amendment Proposal is approved, and the Extension is implemented, the Company will provide public stockholders making the Election the opportunity to receive, at the time the Extension becomes effective, and in exchange for the surrender of their public shares, a pro rata portion of the funds available in the Trust Account including any interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses). You will be able to redeem your public shares in connection with any stockholder vote to approve a proposed initial business combination or if the Company has not consummated the Merger or another initial business combination by the Extended Date.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST SUBMIT A REQUEST IN WRITING THAT WE REDEEM YOUR PUBLIC SHARES FOR CASH TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY AT THE ADDRESS BELOW, AND, AT THE SAME TIME, ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN, INCLUDING DELIVERING YOUR SHARES TO THE TRANSFER AGENT PRIOR TO THE VOTE ON THE EXTENSION AMENDMENT PROPOSAL.

In connection with tendering your shares for redemption, prior to 5:00 p.m. Eastern time on [●], 2020 (two business days before the Special Meeting), you must elect either to physically tender your stock certificates to Continental, at Continental Stock Transfer & Trust Company, 1 State Street Plaza, 30^th Floor, New York, New York 10004, Attn: Mark Zimkind, mzimkind@continentalstock.com, or to deliver your public shares to Continental electronically using the Depository Trust Company’s (“DTC”) DWAC (Deposit/Withdrawal At Custodian) system, which election would likely be determined based on the manner in which you hold your shares. The requirement for physical or electronic delivery prior to 5:00 p.m. Eastern Time on [●], 2020 (two business days before the Special Meeting) ensures that a redeeming holder’s election is irrevocable once the Extension Amendment Proposal and the Trust Amendment Proposal are approved. In furtherance of such irrevocable election, stockholders making the election will not be able to tender their shares after the vote at the Special Meeting.

Through the DWAC system, this electronic delivery process can be accomplished by the stockholder, whether or not it is a record holder or its shares are held in “street name,” by contacting Continental or its broker and requesting delivery of its shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. Continental will typically charge the tendering broker $45 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is the Company’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. The Company does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Such stockholders will have less time to make their investment decision than those stockholders that deliver their shares through the DWAC system. Stockholders who request physical stock certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.

Certificates that have not been tendered in accordance with these procedures prior to 5:00 p.m. Eastern time on [●], 2020 (two business days before the Special Meeting) will not be redeemed for cash held in the Trust Account on the redemption date. In the event that a public stockholder tenders its shares and decidesCustomers Bank immediately prior to the vote atClosing. In 2021, we repaid the Special Meeting that it does not want to redeem its shares, the stockholder may withdraw the tender. If you delivered your shares for redemption to our transfer agentloan in full, and decide prior to the vote at the Special Meeting not to redeem your public shares, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address listed above. In the event that a public stockholder tenders shares and the Extension Amendment Proposal and the Trust Amendment Proposal are not approved, these shares will not be redeemed and the physical certificates representing these shares will be returned to the stockholder promptly following the determination that the Extension Amendment Proposal and the Trust Amendment Proposal will not be approved. The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote to approve the Extension Amendment Proposal and the Trust Amendment Proposal would receive paymentincurred total of the redemption price for such shares soon after the completion$95,717 of the Extension. Continental will hold the certificates of public stockholders that make the election until such shares are redeemed for cash or returned to such stockholders.interest under this agreement.

If properly demanded,On November 29, 2021, the Company will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding public shares. Based upon the current amount in the Trust Account, the Company anticipates that the per-share price at which public shares will be redeemed from cash held in the Trust Account will be approximately $[●] at the time of the Special Meeting. The closing price of the Company’s Class A common Stock on [●], 2020 was $[●].

If you exercise your redemption rights, you will be exchanging your shares of the Company’s Class A common Stock for cash and will no longer own the shares. You will be entitled to receive cash for these shares only if you properly demand redemption and tender your stock certificate(s) to the Company’s transfer agent prior to 5:00 p.m. Eastern Time on [●], 2020 (two business days before the Special Meeting). The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote to approve the Extension Amendment Proposal would receive payment of the redemption price for such shares soon after the completion of the Extension.

United States Federal Income Tax Considerations with Respect to Redemption

The following discussion is a summary of certain United States federal income tax considerations for holders of our Class A common stock with respect to the exercise of redemption rights in connection with the approval of the Extension Amendment Proposal. This summary is based upon the Internal Revenue Code of 1986, as amended, which we refer to as the “Code”, the regulations promulgated by the U.S. Treasury Department, current administrative interpretations and practices of the Internal Revenue Service, which we refer to as the “IRS”, and judicial decisions, all as currently in effect and all of which are subject to differing interpretations or to change, possibly with retroactive effect. No assurance can be given that the IRS would not assert, or that a court would not sustain a position contrary to any of the tax considerations described below. This summary does not discuss all aspects of United States federal income taxation that may be important to particular investors in light of their individual circumstances, such as investors subject to special tax rules (e.g., financial institutions, insurance companies, mutual funds, pension plans, S corporations, broker-dealers, traders in securities that elect mark-to-market treatment, regulated investment companies, real estate investment trusts, trusts and estates, partnerships and their partners, and tax-exempt organizations (including private foundations)) and investors that will hold Class A common stock as part of a “straddle,” “hedge,” “conversion,” “synthetic security,” “constructive ownership transaction,” “constructive sale,” or other integrated transaction for United States federal income tax purposes, investors subject to the alternative minimum tax provisions of the Code, U.S. Holders (as defined below) that have a functional currency other than the United States dollar, U.S. expatriates, investors that actually or constructively own 5 percent or more of the common stock of the Company, and Non-U.S. Holders (as defined below, and except as otherwise discussed below), all of whom may be subject to tax rules that differ materially from those summarized below. In addition, this summary does not discuss any state, local, or non-United States tax considerations, any non-income tax (such as gift or estate tax) considerations, alternative minimum tax or the Medicare tax. In addition, this summary is limited to investors that hold our Class A common stock as “capital assets” (generally, property held for investment) under the Code.

If a partnership (including an entity or arrangement treated as a partnership for United States federal income tax purposes) holds our Class A common stock, the tax treatment of a partner in such partnership will generally depend upon the status of the partner, the activities of the partnership and certain determinations made at the partner level. If you are a partner of a partnership holding our Class A common stock, you are urged to consult your tax advisor regarding the tax consequences of a redemption.

WE URGE HOLDERS OF OUR CLASS A COMMON STOCK CONTEMPLATING EXERCISE OF THEIR REDEMPTION RIGHTS TO CONSULT THEIR OWN TAX ADVISORS CONCERNING THE UNITED STATES FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES THEREOF.

U.S. Federal Income Tax Considerations to U.S. Holders

This section is addressed to U.S. Holders of our Class A common stock that elect to have their Class A common stock of the Company redeemed for cash. For purposes of this discussion, a “U.S. Holder” is a beneficial owner that so redeems its common stock of the Company and is:

Redemption of Class A Common Stock

In the event that a U.S. Holder’s Class A common stock of the Company is redeemed, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale of the common stock under Section 302 of the Code. Whether the redemption qualifies for sale treatment will depend largely on the total number of shares of our stock treated as held by the U.S. Holder (including any stock constructively owned by the U.S. Holder as a result of owning warrants) relative to all of our shares both before and after the redemption. The redemption of common stock generally will be treated as a sale of the common stock (rather than as a distribution) if the redemption (i) is “substantially disproportionate” with respect to the U.S. Holder, (ii) results in a “complete termination” of the U.S. Holder’s interest in us or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more fully below.

In determining whether any of the foregoing tests are satisfied, a U.S. Holder takes into account not only stock actually owned by the U.S. Holder, but also shares of our stock that are constructively owned by it. A U.S. Holder may constructively own, in addition to stock owned directly, stock owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any stock the U.S. Holder has a right to acquire by exercise of an option, which would generally include common stock which could be acquired pursuant to the exercise of the warrants. In order to meet the substantially disproportionate test, the percentage of our outstanding voting stock actually and constructively owned by the U.S. Holder immediately following the redemption of Class A common stock must, among other requirements, be less than 80% of our outstanding voting stock actually and constructively owned by the U.S. Holder immediately before the redemption. There will be a complete termination of a U.S. Holder’s interest if either (i) all of the shares of our stock actually and constructively owned by the U.S. Holder are redeemed or (ii) all of the shares of our stock actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and the U.S. Holder does not constructively own any other stock. The redemption of the Class A common stock will not be essentially equivalent to a dividend if a U.S. Holder’s conversion results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in us. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in us will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.”

If none of the foregoing tests are satisfied, then the redemption will be treated as a distribution and the tax effects will be as described below under “U.S. Federal Income Tax Considerations to U.S. Holders — Taxation of Distributions.”

U.S. Holders of our Class A common stock considering exercising their redemption rights should consult their own tax advisors as to whether the redemption of their common stock of the Company will be treated as a sale or as a distribution under the Code.

Gain or Loss on a Redemption of Class A Common Stock Treated as a Sale

If the redemption qualifies as a sale of common stock, a U.S. Holder must treat any gain or loss recognized as capital gain or loss. Any such capital gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period for the common stock so disposed of exceeds one year. Generally, a U.S. Holder will recognize gain or loss in an amount equal to the difference between (i) the amount of cash received in such redemption (or, if the common stock is held as part of a unit at the time of the disposition, the portion of the amount realized on such disposition that is allocated to the common stock based upon the then fair market values of the common stock and the warrant included in the unit) and (ii) the U.S. Holder’s adjusted tax basis in its common stock so redeemed. A U.S. Holder’s adjusted tax basis in its common stock generally will equal the U.S. Holder’s acquisition cost (that is, the portion of the purchase price of a unit allocated to a share of common stock or the U.S. Holder’s initial basis for common stock received upon exercise of a warrant) less any prior distributions treated as a return of capital. Long-term capital gain realized by a non-corporate U.S. Holder generally will be taxable at a reduced rate. The deduction of capital losses is subject to limitations.

Taxation of Distributions

If the redemption does not qualify as a sale of common stock, the U.S. Holder will be treated as receiving a distribution. In general, any distributions to U.S. Holders generally will constitute dividends for United States federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under United States federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in our common stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the common stock and will be treated as described under “U.S. Federal Income Tax Considerations to U.S. Holders — Gain or Loss on a Redemption of Common Stock Treated as a Sale”. Dividends we pay to a U.S. Holder that is a taxable corporation generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions, and provided certain holding period requirements are met, dividends we pay to a non-corporate U.S. Holder generally will constitute “qualified dividends” that will be taxable at a reduced rate.

U.S. Federal Income Tax Considerations to Non-U.S. Holders

This section is addressed to Non-U.S. Holders of our Class A common stock that elect to have their Class A common stock of the Company redeemed for cash. For purposes of this discussion, a “Non-U.S. Holder” is a beneficial owner (other than a partnership) that so redeems its common stock of the Company and is not a U.S. Holder.

Redemption of Class A Common Stock

The characterization for United States federal income tax purposes of the redemption of a Non-U.S. Holder’s common stock generally will correspond to the United States federal income tax characterization of such a redemption of a U.S. Holder’s common stock, as described under “U.S. Federal Income Tax Considerations to U.S. Holders”.

Non-U.S. Holders of our Class A common stock considering exercising their redemption rights should consult their own tax advisors as to whether the redemption of their common stock of the Company will be treated as a sale or as a distribution under the Code.

Gain or Loss on a Redemption of Class A Common Stock Treated as a Sale

If the redemption qualifies as a sale of common stock, a Non-U.S. Holder generally will not be subject to United States federal income or withholding tax in respect of gain recognized on a sale of its common stock of the Company, unless:

Taxation of Distributions

If the redemption does not qualify as a sale of common stock, the U.S. Holder will be treated as receiving a distribution. In general, any distributions we make to a Non-U.S. Holder of shares of our Class A common stock, to the extent paid out of our current or accumulated earnings and profits (as determined under United States federal income tax principles), will constitute dividends for U.S. federal income tax purposes and, provided such dividends are not effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States, we will be required to withhold tax from the gross amount of the dividend at a rate of 30%, unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate. Any distribution not constituting a dividend will be treated first as reducing (but not below zero) the Non-U.S. Holder’s adjusted tax basis in its shares of our Class A common stock and, to the extent such distribution exceeds the Non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or other disposition of the common stock, which will be treated as described under “U.S. Federal Income Tax Considerations to Non-U.S. Holders — Gain on Sale, Taxable Exchange or Other Taxable Disposition of Common Stock”. Dividends we pay to a Non-U.S. Holder that are effectively connected with such Non-U.S. Holder’s conduct of a trade or business within the United States generally will not be subject to United States withholding tax, provided such Non-U.S. Holder complies with certain certification and disclosure requirements. Instead, such dividends generally will be subject to United States federal income tax, net of certain deductions, at the same graduated individual or corporate rates applicable to U.S. Holders (subject to an exemption or reduction in such tax as may be provided by an applicable income tax treaty). If the Non-U.S. Holder is a corporation, dividends that are effectively connected income may also be subject to a “branch profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty).

Taxation of Class A Common Stock Held Through Foreign Accounts

A 30% withholding tax applies with respect to certain payments on our Class A common stock in each case if paid to a foreign financial institution or a non-financial foreign entity (including, in some cases, when such foreign financial institution or entity is acting as an intermediary), unless (i) in the case of a foreign financial institution, such institution entersentered into an agreement with our Partner Bank which terminated the U.S. government$10.0 million line of credit. In addition, this agreement also gave the Company the right to withhold on certain payments, and to collect and provide to the U.S. tax authorities substantial information regarding U.S. account holders of such institution (which includes certain equity and debt holders of such institution,any shares that were forfeited as well as certain account holders that are foreign entities with U.S. owners), (ii) in the case of a non-financial foreign entity, such entity certifies that it does not have any substantial U.S. owners or provides the withholding agent with a certification identifying the direct and indirect substantial U.S. ownerspart of the entity, or (iii)January 4, 2021 Share-Based Compensation Award made by Customers Bank. During the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. Under certain circumstances, a holder might be eligible for refunds or credits of such taxes. An intergovernmental agreement between the United States and an applicable foreign country or future Treasury Regulations may modify these requirements.

Non-U.S. Holders are encouraged to consult their tax advisors regarding the possible implications of such withholding tax.

As previously noted above, the foregoing discussion of certain material U.S. federal income tax consequences is included for general information purposes only and is not intended to be, and should not be construed as, legal or tax advice to any stockholder. We once again urge you to consult with your own tax adviser to determine the particular tax consequences to you (including the application and effect of any U.S. federal, state, local or foreign income or other tax laws) of the receipt of cash in exchange fortwelve months ended December 31, 2021, 14,500 forfeited shares in connection with the Extension Amendment Proposal.

Required Vote

Approval of the Extension Amendment Proposal requires the affirmative vote of the holders of at least 65% of the outstanding shares of Common Stock, voting as a single class, on the record date. Abstentions and “broker non-votes” will have the same effect as voting “AGAINST” the Extension Amendment Proposal.

Our Sponsor and all of our directors, officers and their affiliates are expected to vote any Common Stock ownedwere reacquired by them in favor of the Extension Amendment Proposal. On the record date, our Sponsor, directors and executive officers of the Company and their affiliates beneficially owned and were entitled to vote an aggregate of [●]19,000 forfeited shares of Common Stock, representing approximately [●]% of the Company’s issued and outstanding shares of Common Stock.

In addition, our Sponsor, directors, officers and their affiliates may choose to buy units or Class A common stock in the open market and/or through negotiated private transactions. In the event that purchases do occur, the purchasers may seek to purchase shares from stockholders who would otherwise have voted against the Extension Amendment Proposal and elected to redeem their shares of Class A common stock for a pro rata portion of the Trust Account.

Recommendation of the Board

The Board unanimously recommends that our stockholders vote “FOR” the approval of the Extension Amendment Proposal. The Board expresses no opinion as to whether you should redeem your public shares.

THE TRUST AMENDMENT PROPOSAL

The purpose of the Trust Amendment is to amend the Trust Agreement to extend the date on which Continental must liquidate the Trust Account if the Company has not completed a business combination, from November 30, 2020 to [●], 202[●]. A copy of the proposed amendment to the Trust Agreement is attached to this Proxy Statement in Annex B, and which has been previously approved by both the Company and Continental.

As previously announced, we entered into the Merger Agreement on August 6, 2020. Pursuant to the Merger Agreement, the parties agreed, subject to the terms and conditions of the Merger Agreement, to effect the Merger. The Board currently believes that there may not be sufficient time before November 30, 2020 to complete the Merger or another business combination. Accordingly, the Board believes that in order to be able to consummate the Merger or another business combination, we will need to obtain the Extension. If we fail to complete an initial business combination on or before November 30, 2020, we would be precluded from completing our initial business combination and would be forced to liquidate even if our stockholders are otherwise in favor of consummating the business combination. For more information about the Merger, see the preliminary proxy statement in connection with the Merger, initially filed with the SEC on September 21, 2020, as may be amended and supplemented from time to time.

Reasons for the Trust Amendment Proposal

Our IPO prospectus and the charter provide that the Company must consummate an initial business combination by November 30, 2020. While we have entered into the Merger Agreement, our Board currently believes that there may not be sufficient time before November 30, 2020 to complete the Merger or another initial business combination. Our IPO prospectus and charter provide that the affirmative vote of the holders of at least 65% of the outstanding shares of Common Stock, voting as a single class, on the record date is required to extend our corporate existence, except in connection with, and effective upon, consummation of a business combination. Additionally, our IPO prospectus and charter provide for all public stockholders to have an opportunity to redeem their public shares in the case our corporate existence is extended as described above. Because we continue to believe that the Merger or another initial business combination would be in the best interests of our stockholders, and because we believe that we will not be able to conclude the Merger or another business combination within the permitted time period, the Board has determined to seek stockholder approval to extend the date by which we have to complete a business combination beyond November 30, 2020 to the Extended Date. We intend to hold another stockholder meeting prior to the Extended Date in order to seek stockholder approvalexecution of the Merger or another proposed initial business combination.agreement were returned to our Customers Bank.

Warrant Buyback

We believe that the foregoing charter provision was included to protect Company stockholders from having to sustain their investments for an unreasonably long period ifOn March 1, 2022, the Company failedreached an agreement to findreacquire 1,169,963 Private Warrants at a suitable business combination in the timeframe contemplated by the charter. We also believe, however, that given the Company’s expenditureprice of time, effort$1.69 per warrant, or a total cost of $2.0 million, from Ms. Sherry Sidhu and money on finding a business combination, including the Merger, the circumstances warrant providing public stockholders an opportunity to consider a business combination.

If the Trust Amendment Proposal is Not Approved

The approval of both the Trust Amendment Proposal and the Extension Amendment Proposal, which is discussed above,Mr. Samvir Sidhu who are essential to the implementation of our Board’s plan to extend the date by which we must consummate the Merger or another initial business combination. Therefore, our Board will abandon and not implement the Trust Amendment Proposal unless our stockholders approve the Trust Amendment Proposal and the Extension Amendment Proposal.

If the Extension in not completed and we have not consummated the Merger or another business combination by November 30, 2020, we will automatically wind up, dissolve and liquidate starting on November 30, 2020.

There will be no distribution from the Trust Account with respect to the Company’s warrants, which will expire worthless in the event we wind up. In the event of a liquidation, our Sponsor will not receive any monies held in the Trust Account as a result of its ownership of the Founder Shares or the Placement Warrants.

If the Trust Amendment Proposal Is Approved

If the Trust Amendment Proposal is approved, the Company will amend the Trust Agreement in the form set forth in Annex B hereto. The Company will remain a reporting company under the Exchange Act and its units, Class A common stock, and public warrants will remain publicly traded. The Company will then continue to work to consummate the Merger or another business combination by the Extended Date.

Notwithstanding stockholder approval of the Trust Amendment Proposal and the Extension Amendment Proposal, our Board will retain the right to abandon and not implement the Extension at any time without any further action by our stockholders.

Approval of the Trust Amendment Proposal will constitute consent for the Company to (i) remove from the Trust Account the Withdrawal Amount and (ii) deliver to the holders of the redeemed public shares the their portion of the Withdrawal Amount. The removal of the Withdrawal Amount from the Trust Account will reduce the amount held in the Trust Account. The Company cannot predict the amount that will remain in the Trust Account if the Extension Amendment Proposal is approved, and the amount remaining in the Trust Account may be only a small fraction of the approximately $[●] that was in the Trust Account as of [●], 2020. We will not proceed with the Extension if we have less than $5,000,001 of net tangible assets (which would occur if there are redemptions or repurchases of more than [●] of our public shares) following approval of the Extension Amendment Proposal.

Under the Trust Amendment Proposal, the Company will amend the Trust Agreement to (i) permit the withdrawal of the Withdrawal Amount from the Trust Account and (ii) extend the date on which to liquidate the Trust Account to the Extended Date.

If the Trust Amendment Proposal is approved and the Extension is completed but the Company does not consummate an initial business combination, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter redeem the public shares at the Per-Share Redemption Price, which redemption will completely extinguish rights of the public stockholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above, to the Company’s obligations under Delaware law to provide for claims of creditors and other requirements of applicable law. There will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the event we wind up.

You are not being asked to vote on a proposed initial business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, you will retain the right to vote on a proposed the Merger or another initial business combination when it is submitted to stockholders and the right to redeem your public shares for cash in the event the Merger or an initial business combination is approved and completed or we have not consummated the Merger or another initial business combination by the Extended Date.

The Board’s Reasons for the Trust Amendment Proposal

Our IPO prospectus and charter provide that the Company has until November 30, 2020 to complete the purposes of the Company including, but not limited to, effecting a business combination under its terms. While we have entered into the Merger Agreement, our Board currently believes that there may not be sufficient time before November 30, 2020 to complete the Merger or another initial business combination. We believe that, given the Company’s expenditure of time, effort and money on the potential business combination, circumstances warrant providing public stockholders an opportunity to consider the Merger or another business combination. Because we continue to believe that a business combination would be in the best interests of our stockholders and because we will not be able to conclude a business combination within the permitted time period, the Board has determined to seek stockholder approval to extend the date by which we have to complete a business combination beyond November 30, 2020 to the Extended Date. For more information about the Merger, see the preliminary proxy statement in connection with the Merger, initially filed with the SEC on September 21, 2020, as may be amended and supplemented from time to time.

Interests of our Sponsor, Directors and Officers

When you consider the recommendation of our Board, you should keep in mind that our Sponsor, executive officers andimmediate family members of our Board have interests that may be different from, or in addition to, your interests as a stockholder. These interests include, among other things:

Required Vote

Approval of the Trust Amendment Proposal requires the affirmative vote of the holders of at least 65% of the outstanding shares of Common Stock, voting as a single class,CEO. The repurchase settled on March 11, 2022. The transaction price was established based on the record date. Abstentionsrange of market prices during the repurchase conversations and “broker non-votes” will have the same effect as voting “AGAINST” the Trust Amendment Proposal.

Our Sponsor and all of our directors, officers and their affiliates are expected to vote any Common Stock ownedwas approved by them in favor of the Trust Amendment Proposal. On the record date, our Sponsor, directors and executive officers of the Company and their affiliates beneficially owned and were entitled to vote an aggregate of [●] shares of Common Stock, representing approximately [●]% of the Company’s issued and outstanding sharesAudit Committee.