| Item 1. | |
| (a) | Name of issuer:
BM Technologies, Inc. |
| (b) | Address of issuer's principal executive
offices:
201 King of Prussia Road, Suite 650, Wayne, Pennsylvania, 19087 |
| Item 2. | |
| (a) | Name of person filing:
This statement is filed by:
(i) LMR Partners LLP, LMR Partners Limited, LMR Partners LLC, LMR Partners AG, LMR Partners (DIFC) Limited and LMR Partners (Ireland) Limited (collectively, the "LMR Investment Managers"), which serve as the investment managers to certain funds with respect to the Common Stock, par value $0.0001 per share ("Common Stock"), held by certain funds; and
(ii) Ben Levine and Stefan Renold, who are ultimately in control of the investment and voting decisions of the LMR Investment Managers with respect to the securities held by certain funds.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." |
| (b) | Address or principal business office or, if
none, residence:
The address of the principal business office of each of the Reporting Persons is c/o LMR Partners LLP, 9th Floor, Devonshire House, 1 Mayfair Place, London, W1J 8AJ, United Kingdom. |
| (c) | Citizenship:
LMR Partners LLP is a United Kingdom limited liability partnership. LMR Partners Limited is a Hong Kong corporation. LMR Partners LLC is a Delaware limited liability company. LMR Partners AG is a Swiss corporation. LMR Partners (DIFC) Limited is a United Arab Emirates corporation. LMR Partners (Ireland) Limited is a limited company incorporated in Ireland. Ben Levine is a citizen of the United Kingdom. Stefan Renold is a citizen of Switzerland. |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share |
| (e) | CUSIP No.:
05591L107 |
| Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) |  An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | Investment Adviser |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
As of the date hereof, LMR Multi-Strategy Master Fund Limited ("LMR Master Fund") and LMR CCSA Master Fund Ltd ("LMR CCSA Master Fund") do not beneficially own any shares of Common Stock. As of December 31, 2024, each of LMR Master Fund LMR CCSA Master Fund directly held warrants to purchase 503,723 shares of Common Stock ("Warrants"), with a total of 1,007,446 shares of Common Stock exercisable in the aggregate. |
| (b) | Percent of class:
As of the date hereof, the shares of Common Stock held by each of LMR Master Fund and LMR CCSA Master Fund represent approximately 0% of the outstanding shares of Common Stock. As of December 31, 2024, the shares of Common Stock held by each of LMR Master Fund and LMR CCSA Master Fund represent approximately 4.0% and the shares of Common Stock held by LMR Master Fund and LMR CCSA Master Fund in the aggregate represent approximately 7.7% of the outstanding shares of Common Stock, based on 12,088,487 shares of Common Stock of the Issuer outstanding as of December 2, 2024, as reported in the Issuer's Form 8-K filed with the Securities and Exchange Commission on January 6, 2025, plus shares that may be acquired by such Reporting Persons within 60 days. % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
As of the date hereof, each of the Reporting Persons have sole power to vote or direct the vote of 0 shares of Common Stock. As of December 31, 2024, each of the Reporting Persons had sole power to vote or direct the vote of 0 shares of Common Stock.
|
| | (ii) Shared power to vote or to direct the
vote:
As of the date hereof, each of the Reporting Persons have shared power to vote or direct the vote of 0 shares of Common Stock. As of December 31, 2024, each of the Reporting Persons had shared power to vote or direct the vote of 1,007,446 shares of Common Stock.
|
| | (iii) Sole power to dispose or to direct the
disposition of:
As of the date hereof, each of the Reporting Persons have sole power to dispose or to direct the disposition of 0 shares of Common Stock. As of December 31, 2024, each of the Reporting Persons had sole power to dispose or to direct the disposition of 0 shares of Common Stock.
|
| | (iv) Shared power to dispose or to direct the
disposition of:
As of the date hereof, each of the Reporting Persons have shared power to dispose or to direct the disposition of 0 shares of Common Stock. As of December 31, 2024, each of the Reporting Persons had shared power to dispose or to direct the disposition of 1,007,446 shares of Common Stock.
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| |
Ownership of 5 percent or less of a class |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of
the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
