BM (BMTX) 10-K 31 Mar 21 2020 FY Annual report Financial data

Document And Entity Information

Document And Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2020	Mar. 29, 2021	Jun. 30, 2020
Document Information Line Items
Entity Registrant Name	BM Technologies, Inc.
Trading Symbol	BMTX
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		12,200,302
Entity Public Float			$ 35,000,000
Amendment Flag	false
Entity Central Index Key	0001725872
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-38633
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	82-3410369
Entity Address, Address Line One	535 5th Ave, 29th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10017
City Area Code	(212)
Local Phone Number	235-0430
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Security Exchange Name	NYSE
Entity Interactive Data Current	Yes

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2020	Dec. 31, 2019
CURRENT ASSETS
Cash	$ 43,178	$ 482,665
Prepaid expenses and other assets	40,672	37,571
Total current assets	83,850	520,236
OTHER ASSETS
Marketable securities held in trust account	27,713,815	175,410,617
Escrow for private placement	20,002,872
Total other assets	47,716,687	175,410,617
TOTAL ASSETS	47,800,537	175,930,853
CURRENT LIABILITIES
Accounts payable	1,656,199	111,968
Private placement received in advance	20,002,872
Income taxes payable		572,160
Franchise taxes payable	30,000	80,000
Due to affiliates	45,000
Total current liabilities	21,734,071	764,128
LONG TERM LIABILITIES
Deferred underwriting fee payable	6,771,556	6,771,556
Total long term liabilities	6,771,556	6,771,556
Total liabilities	28,505,627	7,535,684
COMMITMENTS AND CONTINGENCIES
Class A common stock subject to possible redemption, $0.0001 par value, 1,415,287 and 16,177,739 shares at redemption value of $10.10 per share at December 31, 2020 and December 31, 2019, respectively.	14,294,907	163,395,164
STOCKHOLDERS’ EQUITY
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	3,233,443	2,342,794
Retained earnings	1,766,013	2,656,712
Total stockholders’ equity	5,000,003	5,000,005
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	47,800,537	175,930,853
Class A Common Stock
STOCKHOLDERS’ EQUITY
Common stock value	124	76
Total stockholders’ equity	124	76
Class B Common Stock
STOCKHOLDERS’ EQUITY
Common stock value	423	423
Total stockholders’ equity	$ 423	$ 423

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2020	Dec. 31, 2019
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Common stock subject to possible redemption, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock subject to possible redemption, shares	1,415,287	16,177,739
Common stock subject to possible redemption, per share (in Dollars per share)	$ 10.10	$ 10.10
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	1,236,327	751,150
Common stock, shares outstanding	1,236,327	751,150
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	4,232,222	4,232,222
Common stock, shares outstanding	4,232,222	4,232,222

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
OPERATING EXPENSES
General and administrative	$ 292,252	$ 155,854
Legal and professional fees	1,532,958	219,533
Franchise tax	200,000	200,000
Support services - related party	185,384	224,000
Total expenses	2,210,594	799,387
OTHER INCOME
Other income	212,129
Interest income on investments held in Trust Account	1,405,514	3,950,927
Total other income	1,617,643	3,950,927
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES	(592,951)	3,151,540
Income tax expense	297,748	788,018
NET INCOME (LOSS)	$ (890,699)	$ 2,363,522
Class A Common Stock
OTHER INCOME
Weighted average shares outstanding of common stock (in Shares)	8,655,806	16,928,889
Basic and diluted net income (loss) per share (in Dollars per share)	$ 0.13	$ 0.18
Class B Common Stock
OTHER INCOME
Weighted average shares outstanding of common stock (in Shares)	4,232,222	4,232,222
Basic and diluted net income (loss) per share (in Dollars per share)	$ (0.48)	$ (0.14)

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders’ Equity - USD ($)	Class A Common Stock	Class B Common Stock	Additional paid-in capital	Retained earnings	Total
Balance at Dec. 31, 2018	$ 99	$ 423	$ 4,706,292	$ 293,190	$ 5,000,004
Balance (in Shares) at Dec. 31, 2018	985,162	4,232,222
Change in shares of Class A common stock subject to redemption	$ (23)		(2,363,498)		(2,363,521)
Change in shares of Class A common stock subject to redemption (in Shares)	(234,012)
Net income (loss)				2,363,522	2,363,522
Balance at Dec. 31, 2019	$ 76	$ 423	2,342,794	2,656,712	5,000,005
Balance (in Shares) at Dec. 31, 2019	751,150	4,232,222
Change in shares of Class A common stock subject to redemption	$ 1,475		149,099,294		149,100,769
Change in shares of Class A common stock subject to redemption (in Shares)	14,762,452
Redemption of Class A common stock	$ (1,427)		(148,208,645)		(148,210,072)
Redemption of Class A common stock (in Shares)	(14,277,275)
Net income (loss)				(890,699)	(890,699)
Balance at Dec. 31, 2020	$ 124	$ 423	$ 3,233,443	$ 1,766,013	$ 5,000,003
Balance (in Shares) at Dec. 31, 2020	1,236,327	4,232,222

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ (890,699)	$ 2,363,522
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned in Trust Account	(1,405,514)	(3,950,927)
Other income remitted directly to Trust Account	(212,129)
Changes in operating assets and liabilities:
Prepaid expenses and other assets	(3,101)	34,298
Accounts payable	1,544,231	(146,591)
Income taxes payable	(572,160)	355,314
Franchise taxes payable	(50,000)	(120,000)
Net cash flows used in operating activities	(1,589,372)	(1,464,384)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash released from Trust Account for Class A common stock redemptions	148,155,560
Cash moved to escrow from private placement received in advance	(20,002,872)
Investment income released from Trust Account to pay taxes	1,104,885	754,104
Net cash flows provided by financing activities	129,257,573	754,104
CASH FLOWS FROM FINANCING ACTIVITIES
Cash used for Class A common stock redemptions	(148,155,560)
Proceeds from private placement received in advance	20,002,872
Proceeds from due to affiliates	45,000
Net cash flows used in financing activities	(128,107,688)
NET CHANGE IN CASH	(439,487)	(710,280)
CASH, BEGINNING OF YEAR	482,665	1,192,945
CASH, END OF YEAR	43,178	482,665
Supplemental disclosure of noncash activities:
Change in value of Class A common stock subject to possible redemption	(149,100,257)	2,363,521
Supplemental cash flow disclosure:
Income taxes paid	$ 904,885	$ 432,704

Description of Organization and

Description of Organization and Business Operations	12 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Description of Organization and Business Operations	Note 1 — Description of Organization and Business Operations BM Technologies, Inc. (formerly known as Megalith Financial Acquisition Corp.) (the “Company”) was incorporated in Delaware on November 13, 2017. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Business Combination On January 4, 2021 the Company it consummated the previously announced business combination (the “Closing”) contemplated the Agreement and Plan of Merger, dated as of August 6, 2020 (as amended, the “Merger Agreement”), by and among the Company, MFAC Merger Sub Inc., a Pennsylvania corporation and an indirect wholly-owned subsidiary of the Company (“Merger Sub”), BankMobile Technologies, Inc., a Pennsylvania corporation (“BankMobile”), Customers Bank, a Pennsylvania state chartered bank and the sole stockholder of BankMobile (“Customers Bank”), and Customers Bancorp, Inc., a Pennsylvania corporation and the parent bank holding company for Customers Bank. The “Company” refers to the combined company following the Merger, together with its subsidiaries, and to Megalith Financial Acquisition Corp. prior to the closing of the Merger. “MFAC” refers to the Company prior to the closing of the Merger and “BankMobile” refers to Bank Mobile Technologies, Inc., prior to the Merger In connection with the closing of the Merger (the “Closing”), MFAC changed its name to BM Technologies, Inc. Business Prior to the Business Combination All activity through December 31, 2020 related to the Company’s formation and Initial Public Offering, which is described below, and since the offering, the Merger. The Company did not generate any operating revenues through the completion of the Business Combination. The Company did generate non-operating income in the form of interest income earned on investments from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s initial public offering (“Initial Public Offering”) was declared effective on August 23, 2018. On August 28, 2018, the Company consummated the Initial Public Offering of 15,000,000 units (“Units”) with respect to the Class A Common Stock included in the Units being offered (the “Public Shares”) at $10.00 per Unit generating gross proceeds of $150,000,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,560,000 warrants (“Private Placement Warrants”) at a price of  $1.00 per Private Placement Warrant in a private placement to the Company’s sponsor, MFA Investor Holdings, LLC ($5,810,000) (the “Sponsor”) and Chardan Capital Markets, LLC ($750,000) (“Chardan”), generating gross proceeds of $6,560,000, which is described in Note 4. Offering costs for the Initial Public Offering amounted to $10,521,211, consisting of $3,192,889 of underwriting fees, $6,771,556 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $556,766 of other costs. As described in Note 5, the $6,771,556 deferred underwriting fee became payable upon completion of the Business Combination. Following the closing of the Initial Public Offering on August 28, 2018, an amount of $151,500,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants was placed in a trust account (“Trust Account”) and was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company 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 the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. On September 21, 2018, the Company consummated the closing of the sale of 1,928,889 additional Units upon receiving notice of the underwriter’s election to partially exercise its overallotment option (“Overallotment Units”), generating additional gross proceeds of $19,288,890 and incurring additional offering costs of $964,445 in underwriting fees which were partially deferred until the completion of the Company’s initial Business Combination. Simultaneously with the exercise of the overallotment, the Company consummated the Private Placement of an additional 385,778 Private Placement Warrants to the Sponsor, generating gross proceeds of $385,778. Entry Into a Materially Definitive Agreement On August 6, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, MFAC Merger Sub Inc., a Pennsylvania corporation and (“Merger Sub”) a wholly-owned subsidiary of the Company, BankMobile Technologies, Inc., a Pennsylvania corporation (“BankMobile”) and Customers Bank, a Pennsylvania state chartered bank and the sole stockholder of BankMobile (the “Stockholder”). Pursuant to the Merger Agreement, at the closing of the transactions contemplated by the Merger Agreement (the “Closing”), BankMobile will merge with and into Merger Sub, with Merger Sub continuing as the surviving corporation (the “Surviving Corporation”). The aggregate consideration to be paid pursuant to the Merger Agreement to the Stockholder will be an amount (the “Merger Consideration”) equal to: (i) $140,000,000 (the “Enterprise value”), minus (ii) $9,324,323 (“Sponsor Equity Adjustment”), plus (or minus, if negative) (iii) BankMobile’s net working capital less a target net working capital of $10,000,000, minus (iv) the aggregate amount of any outstanding indebtedness of BankMobile at Closing, and minus (v) the amount of any unpaid transaction expenses of BankMobile, the Company’s transaction expenses and other liabilities of the Company due and owing at the Closing. The Merger Consideration will consist of cash and stock. The cash portion of the Merger Consideration (“Cash Consideration”) will be equal to (A) the amount of any proceeds of the PIPE Investment (described below under “Private Placement”); plus (B) an amount equal to one-half (1/2) of the difference between the (i) cash and cash equivalents of the Company, including any funds in the Trust Account after giving effect to the completion of the redemption of shares of the Company’s public stockholders (“Redemption”), less (ii) a cash reserve to be used for the benefit of the Surviving Corporation in the Merger, in the amount of $10,000,000 (such difference between clause (i) and (ii) which resulting amount if otherwise negative shall be equal to zero, being the “Remaining Trust Account Amount”); minus (C) the Company’s transaction expenses and other liabilities of the Company due and owing at the Closing; plus (D) the cash and cash equivalents of BankMobile; minus (E) BankMobile’s unpaid transaction expenses; minus (F) a cash reserve in the amount of $5,000,000. The stock portion of the Merger Consideration consists of a number of shares of the Company’s Class A common stock (the “Merger Consideration Shares”) with an aggregate value equal to (the “Merger Consideration Share Amount”) (a) the Merger Consideration, minus (b) the Cash Consideration, with the Stockholder receiving a number of shares of the Company Class A common stock equal to the Merger Consideration Share Amount, divided by $10.38 (the “Per Share Price”). The Merger Consideration is subject to adjustment after the Closing based on confirmed amounts of the net working capital, the outstanding indebtedness of BankMobile and any unpaid transaction expenses of BankMobile, as of the Closing Date. If the adjustment is a negative adjustment in favor of the Company, the Stockholder will deliver to the Company a number of shares of Class A common stock of the Company with a value equal to the absolute value of the adjustment amount (with each share valued at the Per Share Price). If the adjustment is a positive adjustment in favor of BankMobile, the Company will issue to the Stockholder an additional number of shares of Class A common stock of the Company with a value equal to the adjustment amount (with each share valued at the Per Share Price). The Merger Consideration is also subject to reduction for the indemnification obligations of the Stockholder. On November 2, 2020, the Company entered into a First Amendment to Agreement and Plan of Merger (the “First Amendment”) with the other parties to the Agreement and Plan of Merger, dated as of August 6, 2020 (the “Original Agreement”, and as amended, including by the First Amendment, the “Merger Agreement”), by and among, the Company, MFAC Merger Sub Inc., a Pennsylvania corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), BankMobile, and Customers Bank, a Pennsylvania state chartered bank and the sole stockholder of BankMobile (“Customers Bank”), and with Customers Bancorp, a Pennsylvania corporation and the sole shareholder of Customers Bank (“Customers Bancorp”). The Original Agreement provided that a portion of the consideration payable to Customers Bank in the Proposed Transaction was to be paid in shares (the “Merger Consideration Shares”) of the Company’s Class A common stock to Customers Bank. Pursuant to the First Amendment, the Original Agreement was amended to provide that (i) Customers Bancorp would become a party to the Merger Agreement, (ii) the Merger Consideration Shares will now be issued to the stockholders of Customers Bancorp, and (iii) Customers Bancorp may at its discretion, upon written notice to the Company, redirect or reallocate the distribution of the Merger Consideration Shares at any time prior to the closing of the Proposed Transaction (the “Closing”) to other parties. Additionally, the Original Agreement was amended to provide that, subject to certain exceptions, there will be restrictions on the sale or transfer of the Merger Consideration Shares for a period of twelve months after the Closing, rather than for a period of 180 days after the Closing as contemplated by the Lock-Up Agreement attached to the Original Agreement. Going Concern and Liquidity In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board's Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern,” the Company had until January 4, 2021 to consummate one or more business combinations, meeting certain conditions, or else it would cease all operations except for the purpose of liquidating. The Company closed a qualified business combination on January 4, 2021. Management had initially determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution raised substantial doubt about the Company's ability to continue as a going concern. Given that the Company underwent the business combination on January 4, 2021, the conditions raising substantial doubt concerning the Company’s ability to continue as a going concern have been alleviated.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and MFAC Merger Sub Inc., its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Reclassification Certain amounts in the prior period consolidated financial statements have been reclassified to conform to the presentation of the current period consolidated financial statements. These reclassifications had no effect on the previously reported net income. Emerging Growth Company The Company is an “emerging growth company” as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020 and 2019. Redeemable Common Stock As discussed in Note 1 – Description of Organization and Business Operations, all of the 16,928,889 shares held by public stockholders outstanding contained a redemption feature which allows for the redemption of Class A common stock under the Company’s liquidation or tender offer and stockholder approval provisions. In accordance with Financial Accounting Standard Board (“FASB”) Topic ASC 480, “Distinguishing Liabilities from Equity,” (“ASC 480”) redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. On May 26, 2020, the Company’s stockholders approved an extension of the date by which the Company must consummate an initial business combination from May 28, 2020 to August 28, 2020 (or November 30, 2020 if the Company has executed a definitive agreement for an initial business combination by August 28, 2020, which was subsequently extended for two more months before the Merger closed on January 4, 2021). In connection with this extension, on June 3, 2020, 13,733,885 shares of Class A common stock were redeemed for an approximate total value of $142.6 million from the Trust Account. During December 2020 an additional 543,390 shares of Class A common stock were redeemed for an approximate total value of $5.6 million The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security at the end of each reporting period. Increases or decreases in the carrying number of redeemable shares of Class A common stock shall be affected by charges against additional paid in capital. Accordingly, at December 31, 2020, 1,415,287 shares of the outstanding 2,651,614 shares of Class A common stock included in the units at the Public Offering were classified outside of permanent equity at approximately $10.10 per share. At December 31, 2019, 16,177,739 shares of Class A common stock included in the units at the Public Offering were classified outside of permanent equity at approximately $10.10 per share. Offering Costs Offering costs consist principally of legal, accounting, underwriting fees and other costs directly related to the Initial Public Offering. Offering costs amounting to $9,556,766 were charged to stockholders’ equity upon the completion of the Initial Public Offering and an additional $964,445 were charged to stockholders’ equity upon the underwriter’s partial exercise of the over-allotment. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Corporation coverage limits of $250,000. At December 31, 2020 and 2019, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Net Income (Loss) Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per share is computed by dividing net income applicable to common stockholders by the weighted average number of shares of common stock outstanding for the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 23,874,667 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. The Company’s statements of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted for Class A common stock is calculated by dividing the investment income earned on the Trust Account and Other Income of $1,617,643 and $3,950,927, net of applicable income and franchise taxes of $497,748 and $988,018 by the weighted average number of 8,655,806 and 16,928,889 shares of Class A common stock outstanding for the years ended December 31, 2020 and December 31, 2019, respectively. Net income (loss) per share, basic and diluted for Class B common stock is calculated by dividing the net income, less income attributable to Class A common stock, by the weighted average number of shares of Class B common stock outstanding for the period. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the balance sheet carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts were accrued for the payment of interest and as of December 31, 2020 or 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Current income taxes are based on the year’s income taxable for federal and state income tax reporting purposes. Total tax provision may differ from the statutory tax rates applied to income before provision for income taxes due principally to expenses charged which are not tax deductible. The total provision for income taxes is comprised of the following for the years ended: December 31, December 31, Current expense $ 297,748 $ 788,018 Deferred expense (657,341 ) (235,116 ) Change in valuation allowance 657,341 235,116 Total income tax expense $ 297,748 $ 788,018 The net deferred tax assets and liabilities in the accompanying balance sheets included the following components: December 31, December 31, Deferred tax assets $ 657,341 $ 235,116 Deferred tax liabilities - - Valuation allowance for deferred tax assets (657,341 ) (235,116 ) Net deferred tax assets $ - $ - The deferred tax assets as of December 31, 2020 and 2019 were comprised of the tax effect of cumulative temporary differences as follows: December 31, December 31, Capitalized expenses before business combination $ 657,341 $ 235,116 Valuation allowance for deferred tax assets (657,341 ) (235,116 ) Total $ - $ - In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, Management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the two years in the period ended December 31, 2020, the valuation allowance was $657,341 and $235,116, respectively. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate is as follows: December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Valuation allowance -71.2 % 4.0 % Income tax provision expense (benefit) -50.2 % 25.0 % Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

Initial Public Offering and Pri

Initial Public Offering and Private Placement	12 Months Ended
	Dec. 31, 2020
Initial Public Offering And Private Placement [Abstract]
Initial Public Offering and Private Placement	Note 3 — Initial Public Offering and Private Placement Pursuant to the Initial Public Offering, the Company sold 16,928,889 units at a price of $10.00 per Unit. Each Unit consists of one share of Class A Common Stock (such shares of Class A Common Stock included in the Units being offered, the “Public Shares”), and one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment (see Note 6).

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2020
Related Party Transactions [Abstract]
Related Party Transactions	Note 4 — Related Party Transactions Founder Shares On November 13, 2017, the Sponsor purchased 4,312,500 shares (the “Founder Shares”) of the Company’s Class B Common Stock, par value $0.0001 (“Class B Common Stock”) for an aggregate price of $25,000. The Founder Shares converted into Class A common stock upon consummation of the Merger on a one-for-one basis. The Founder Shares included up to 562,500 shares subject to forfeiture to the extent that the 45-day over-allotment option was not exercised in full by the underwriters. Since the underwriters exercised the over-allotment option in part, the Sponsor forfeited 80,278 Founder Shares on September 21, 2018. The Founder Shares forfeited by the Sponsor were cancelled by the Company. The Initial Stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement Warrants Concurrently with the closing of the Initial Public Offering, the Sponsor and Chardan purchased an aggregate of 6,560,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant (5,810,000 by the Sponsor and 750,000 by Chardan) for an aggregate purchase price of $6,560,000. Each whole Private Placement Warrant is exercisable for one whole share of Class A Common Stock at a price of $11.50 per share (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of equity or equity-linked securities). Concurrently with the underwriter’s partial exercise of the over-allotment, the Company consummated a private sale of an additional 385,778 Private Placement Warrants to the Sponsor at a price of $1.00 per Private Placement Unit generating gross proceeds of $385,778. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering and the underwriter’s partial exercise of the over-allotment are held in the Trust Account. Registration Rights The holders of Founder Shares, Private Placement Warrants and Warrants that may be issued upon conversion of working capital loans, if any, are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A Common Stock) pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans, if any, are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A Common Stock) pursuant to a registration rights agreement dated August 23, 2018. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Related Party Loans On November 27, 2017, the Sponsor had agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note, amended and restated on June 30, 2018 (the “Note”). This loan was non-interest bearing and payable on the earlier of December 31, 2018 or as soon as practical after the Initial Public Offering. The Company had drawn $2,000 on the Note as of December 31, 2017 and had borrowed an additional $105,500 in 2018. The Company fully repaid these amounts to the Sponsor in September 2018. Support Services The Company presently occupies office space provided by an affiliate of the Sponsor. The affiliate has agreed that, until the Company consummates a Business Combination, it will make such office space, as well as certain administrative and support services, available to the Company, as may be required by the Company from time to time. The Company will pay the affiliate an aggregate of $2,000 per month for such office space, administrative and support services. The Company ceased paying for the office space in October 2020. For the years ending December 31, 2020 and 2019, the total support services costs were $20,000 and $24,000, respectively. The Company will pay an entity affiliated with the President a fee of approximately $16,667 per month until the earlier of the consummation of the Business Combination or liquidation. A bonus of $78,000 was paid out after the successful completion of the Initial Public Offering. The Company ceased paying the President on approximately November 15, 2020. The total amount paid to this entity was $165,384 and $200,000 for the two years in the period ended December 31, 2020, respectively.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5 — Commitments and Contingencies Underwriting Agreement The Company had granted the underwriters a 45-day option to purchase up to 2,250,000 additional Units to cover over-allotments at the Initial Public Offering price less the underwriting discounts and commissions. On September 21, 2018, the underwriters exercised a partial exercise of their overallotment option and purchased 1,928,889 units at a purchase price of $10.00 per unit. The underwriters were paid a cash underwriting discount of $0.20 per unit, or approximately $3 million in the aggregate at the closing of the Initial Public Offering and $192,889 in conjunction with the underwriters’ partial exercise of its overallotment option. In addition, the underwriters are entitled to a deferred underwriting commissions of $0.40 per unit, or approximately $6 million in the aggregate from the closing of the Initial Public Offering and $771,556 from the underwriters’ partial exercise of its overallotment option will be payable to the underwriters. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Stockholders_ Equity

Stockholders’ Equity	12 Months Ended
	Dec. 31, 2020
Stockholders' Equity Note [Abstract]
Stockholders’ Equity	Note 6 — Stockholders’ Equity Common Stock Class A Common Stock Class B Common Stock Holders of Class A Common Stock and Class B Common Stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of Class B Common Stock were automatically converted into Class A common stock at the time of a Merger on a one-for-one basis. Preferred Stock Private Placement In connection with the Private Placement, the Sponsor, the Company, and a PIPE Investor entered into an agreement (“Agreement to Transfer Sponsor Securities”), pursuant to which the Sponsor will transfer 178,495 founder shares and 1,311,501 private placement warrants to the PIPE Investor, unless such transfer would trigger a warrant price adjustment under the warrant agreement. After the Closing until the PIPE Investor, its affiliates or managed funds collectively hold less than 15% of the issued and outstanding common stock of the Company. Warrants — The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company agreed to as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, use its reasonable best efforts to file with the SEC, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its reasonable best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemptions of Warrants for Cash ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants for Shares of Class A Common Stock ● in whole and not in part; ● at a price equal to a number of shares of Class A common stock to be determined, based on the redemption date and the fair market value of the Company’s Class A common stock; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If the Company calls the Public Warrants for redemption for cash, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants were not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Placement Warrants will be exercisable on a cashless basis and be non-redeemable for cash so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Trust Account and Fair Value Me

Trust Account and Fair Value Measurement	12 Months Ended
	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Trust Account and Fair Value Measurement	Note 7 — Trust Account and Fair Value Measurement The Trust Account can be invested in U.S. government securities, within the meaning set forth in the Investment Company Act, having 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 the Company meeting the conditions of Rule 2a-7 of the Investment Company Act. The Company’s amended and restated certificate of incorporation provide that, other than the withdrawal of interest to pay income and franchise taxes and up to $100,000 of interest to pay dissolution expenses if any, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of Public Shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete the Business Combination within the Combination Period or (iii) the redemption of 100% of the Public Shares if the Company is unable to complete a Business Combination within the Combination Period. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, December 31, Assets: Marketable securities in Trust Account 1 $ 27,713,815 $ 175,410,617

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	Note 8 — Subsequent Events On January 4, 2021 the Company consummated the business combination (the “Closing”) contemplated by the Agreement and Plan of Merger, dated as of August 6, 2020 (as amended, the “Merger Agreement”), by and among the Company, MFAC Merger Sub Inc., a Pennsylvania corporation and an indirect wholly-owned subsidiary of the Company (“Merger Sub”), BankMobile Technologies, Inc., a Pennsylvania corporation (“BankMobile”), Customers Bank, a Pennsylvania state chartered bank and the sole stockholder of BankMobile (“Customers Bank”), and Customers Bancorp, Inc., a Pennsylvania corporation and the parent bank holding company for Customers Bank. As a result of the Closing and the transactions contemplated by the Merger Agreement, (i) BankMobile merged with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger as a wholly-owned indirect subsidiary of the Company, and (ii) the Company’s name was changed from Megalith Financial Acquisition Corp. to BM Technologies, Inc. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were available to be issued and determined that there have been no other events that have occurred that would require adjustments to the disclosures of the consolidated financial statements.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	12 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.
Principles of Consolidation	Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and MFAC Merger Sub Inc., its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.
Reclassification	Reclassification Certain amounts in the prior period consolidated financial statements have been reclassified to conform to the presentation of the current period consolidated financial statements. These reclassifications had no effect on the previously reported net income.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company” as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Cash and cash equivalents	Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020 and 2019.
Redeemable Common Stock	Redeemable Common Stock As discussed in Note 1 – Description of Organization and Business Operations, all of the 16,928,889 shares held by public stockholders outstanding contained a redemption feature which allows for the redemption of Class A common stock under the Company’s liquidation or tender offer and stockholder approval provisions. In accordance with Financial Accounting Standard Board (“FASB”) Topic ASC 480, “Distinguishing Liabilities from Equity,” (“ASC 480”) redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. On May 26, 2020, the Company’s stockholders approved an extension of the date by which the Company must consummate an initial business combination from May 28, 2020 to August 28, 2020 (or November 30, 2020 if the Company has executed a definitive agreement for an initial business combination by August 28, 2020, which was subsequently extended for two more months before the Merger closed on January 4, 2021). In connection with this extension, on June 3, 2020, 13,733,885 shares of Class A common stock were redeemed for an approximate total value of $142.6 million from the Trust Account. During December 2020 an additional 543,390 shares of Class A common stock were redeemed for an approximate total value of $5.6 million The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security at the end of each reporting period. Increases or decreases in the carrying number of redeemable shares of Class A common stock shall be affected by charges against additional paid in capital. Accordingly, at December 31, 2020, 1,415,287 shares of the outstanding 2,651,614 shares of Class A common stock included in the units at the Public Offering were classified outside of permanent equity at approximately $10.10 per share. At December 31, 2019, 16,177,739 shares of Class A common stock included in the units at the Public Offering were classified outside of permanent equity at approximately $10.10 per share.
Offering Costs	Offering Costs Offering costs consist principally of legal, accounting, underwriting fees and other costs directly related to the Initial Public Offering. Offering costs amounting to $9,556,766 were charged to stockholders’ equity upon the completion of the Initial Public Offering and an additional $964,445 were charged to stockholders’ equity upon the underwriter’s partial exercise of the over-allotment.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Corporation coverage limits of $250,000. At December 31, 2020 and 2019, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.
Financial Instruments	Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.
Net Income (Loss) Per Share	Net Income (Loss) Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per share is computed by dividing net income applicable to common stockholders by the weighted average number of shares of common stock outstanding for the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 23,874,667 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. The Company’s statements of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted for Class A common stock is calculated by dividing the investment income earned on the Trust Account and Other Income of $1,617,643 and $3,950,927, net of applicable income and franchise taxes of $497,748 and $988,018 by the weighted average number of 8,655,806 and 16,928,889 shares of Class A common stock outstanding for the years ended December 31, 2020 and December 31, 2019, respectively. Net income (loss) per share, basic and diluted for Class B common stock is calculated by dividing the net income, less income attributable to Class A common stock, by the weighted average number of shares of Class B common stock outstanding for the period.
Use of Estimates	Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the balance sheet carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts were accrued for the payment of interest and as of December 31, 2020 or 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Current income taxes are based on the year’s income taxable for federal and state income tax reporting purposes. Total tax provision may differ from the statutory tax rates applied to income before provision for income taxes due principally to expenses charged which are not tax deductible. The total provision for income taxes is comprised of the following for the years ended: December 31, December 31, Current expense $ 297,748 $ 788,018 Deferred expense (657,341 ) (235,116 ) Change in valuation allowance 657,341 235,116 Total income tax expense $ 297,748 $ 788,018 The net deferred tax assets and liabilities in the accompanying balance sheets included the following components: December 31, December 31, Deferred tax assets $ 657,341 $ 235,116 Deferred tax liabilities - - Valuation allowance for deferred tax assets (657,341 ) (235,116 ) Net deferred tax assets $ - $ - The deferred tax assets as of December 31, 2020 and 2019 were comprised of the tax effect of cumulative temporary differences as follows: December 31, December 31, Capitalized expenses before business combination $ 657,341 $ 235,116 Valuation allowance for deferred tax assets (657,341 ) (235,116 ) Total $ - $ - In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, Management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the two years in the period ended December 31, 2020, the valuation allowance was $657,341 and $235,116, respectively. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate is as follows: December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Valuation allowance -71.2 % 4.0 % Income tax provision expense (benefit) -50.2 % 25.0 %
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Schedule of total provision (benefit) for income taxes	December 31, December 31, Current expense $ 297,748 $ 788,018 Deferred expense (657,341 ) (235,116 ) Change in valuation allowance 657,341 235,116 Total income tax expense $ 297,748 $ 788,018
Schedule of net deferred tax assets and liabilities	December 31, December 31, Deferred tax assets $ 657,341 $ 235,116 Deferred tax liabilities - - Valuation allowance for deferred tax assets (657,341 ) (235,116 ) Net deferred tax assets $ - $ -
Schedule of tax effect of cumulative temporary differences	December 31, December 31, Capitalized expenses before business combination $ 657,341 $ 235,116 Valuation allowance for deferred tax assets (657,341 ) (235,116 ) Total $ - $ -
Schedule of reconciliation of the statutory federal income tax rate (benefit) to the effective tax rate	December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Valuation allowance -71.2 % 4.0 % Income tax provision expense (benefit) -50.2 % 25.0 %

Trust Account and Fair Value _2

Trust Account and Fair Value Measurement (Tables)	12 Months Ended
	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Schedule of fair value on a recurring basis	Description Level December 31, December 31, Assets: Marketable securities in Trust Account 1 $ 27,713,815 $ 175,410,617

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	1 Months Ended		12 Months Ended
	Sep. 21, 2018	Aug. 28, 2018	Dec. 31, 2020
Description of Organization and Business Operations (Details) [Line Items]
Deferred underwriting fee payable			$ 6,771,556
Enterprise value			140,000,000
Sponsor equity adjustment			9,324,323
Net working capital			$ 10,000,000
Merging consideration, description			The cash portion of the Merger Consideration (“Cash Consideration”) will be equal to (A) the amount of any proceeds of the PIPE Investment (described below under “Private Placement”); plus (B) an amount equal to one-half (1/2) of the difference between the (i) cash and cash equivalents of the Company, including any funds in the Trust Account after giving effect to the completion of the redemption of shares of the Company’s public stockholders (“Redemption”), less (ii) a cash reserve to be used for the benefit of the Surviving Corporation in the Merger, in the amount of $10,000,000 (such difference between clause (i) and (ii) which resulting amount if otherwise negative shall be equal to zero, being the “Remaining Trust Account Amount”); minus (C) the Company’s transaction expenses and other liabilities of the Company due and owing at the Closing; plus (D) the cash and cash equivalents of BankMobile; minus (E) BankMobile’s unpaid transaction expenses; minus (F) a cash reserve in the amount of $5,000,000.
Per share price (in Dollars per share)			$ 10.38
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of initial public offering units (in Shares)		15,000,000
share price (in Dollars per share)		$ 10
Gross proceeds		$ 150,000,000
Offering costs for the initial public offering			$ 10,521,211
Underwriting fees			3,192,889
Deferred underwriting fee payable			6,771,556
Other costs			$ 556,766
Net proceeds from sale of units		$ 151,500,000
Public share price (in Dollars per share)		$ 10.10
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of stock, description	the Company consummated the closing of the sale of 1,928,889 additional Units upon receiving notice of the underwriter’s election to partially exercise its overallotment option (“Overallotment Units”), generating additional gross proceeds of $19,288,890 and incurring additional offering costs of $964,445 in underwriting fees which were partially deferred until the completion of the Company’s initial Business Combination. Simultaneously with the exercise of the overallotment, the Company consummated the Private Placement of an additional 385,778 Private Placement Warrants to the Sponsor, generating gross proceeds of $385,778.
Chardan Capital Markets, LLC [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of warrants (in Shares)			750,000
Chardan Capital Markets, LLC [Member] | Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of warrants (in Shares)			6,560,000
Private placement warrant price per share (in Dollars per share)			$ 1
Chardan Capital Markets, LLC [Member] | Private Placement Warrants [Member]
Description of Organization and Business Operations (Details) [Line Items]
Gross proceeds			$ 6,560,000
Sponsor [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of warrants (in Shares)			5,810,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	1 Months Ended	12 Months Ended
	May 26, 2020	Dec. 31, 2020	Dec. 31, 2019
Summary of Significant Accounting Policies (Details) [Line Items]
Shares held by public stockholders outstanding (in Shares)		16,928,889
Redeemable common stock, description	the Company’s stockholders approved an extension of the date by which the Company must consummate an initial business combination from May 28, 2020 to August 28, 2020 (or November 30, 2020 if the Company has executed a definitive agreement for an initial business combination by August 28, 2020, which was subsequently extended for two more months before the Merger closed on January 4, 2021). In connection with this extension, on June 3, 2020, 13,733,885 shares of Class A common stock were redeemed for an approximate total value of $142.6 million from the Trust Account. During December 2020 an additional 543,390 shares of Class A common stock were redeemed for an approximate total value of $5.6 million
Offering costs		$ 9,556,766
Additional charges for underwriter's over-allotment		964,445
Federal depository insurance coverage		$ 250,000
Aggregate shares of common stock (in Shares)		23,874,667
Investment income earned		$ 1,617,643	$ 3,950,927
Net of applicable income and franchise taxes		497,748	988,018
Valuation allowance		$ 657,341	$ 235,116
Class A Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Common stock subject to possible redemption, shares (in Shares)		1,415,287	16,177,739
Share outstanding (in Shares)		2,651,614
Common stock subject to possible redemption, per share (in Dollars per share)		$ 10.10	$ 10.10
Weighted average shares outstanding (in Shares)		8,655,806	16,928,889

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of total provision (benefit) for income taxes - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Schedule of total provision (benefit) for income taxes [Abstract]
Current expense	$ 297,748	$ 788,018
Deferred expense	(657,341)	(235,116)
Change in valuation allowance	657,341	235,116
Total income tax expense	$ 297,748	$ 788,018

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of net deferred tax assets and liabilities - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Schedule of net deferred tax assets and liabilities [Abstract]
Deferred tax assets	$ 657,341	$ 235,116
Deferred tax liabilities
Valuation allowance for deferred tax assets	(657,341)	(235,116)
Net deferred tax assets

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details) - Schedule of tax effect of cumulative temporary differences - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Schedule of tax effect of cumulative temporary differences [Abstract]
Capitalized expenses before business combination	$ 657,341	$ 235,116
Valuation allowance for deferred tax assets	(657,341)	(235,116)
Total

Summary of Significant Accoun_7

Summary of Significant Accounting Policies (Details) - Schedule of reconciliation of the statutory federal income tax rate (benefit) to the effective tax rate	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Schedule of reconciliation of the statutory federal income tax rate (benefit) to the effective tax rate [Abstract]
Statutory federal income tax rate	21.00%	21.00%
State taxes, net of federal tax benefit	0.00%	0.00%
Valuation allowance	(71.20%)	4.00%
Income tax provision expense (benefit)	(50.20%)	25.00%

Initial Public Offering and P_2

Initial Public Offering and Private Placement (Details) - Class A Common Stock [Member]	12 Months Ended
	Dec. 31, 2020shares
Initial Public Offering and Private Placement (Details) [Line Items]
Proposed public offering	16,928,889
Public warrant, description	Each Unit consists of one share of Class A Common Stock (such shares of Class A Common Stock included in the Units being offered, the “Public Shares”), and one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment (see Note 6).

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Nov. 13, 2017	Sep. 21, 2018	Dec. 31, 2017	Nov. 27, 2017	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Related Party Transactions (Details) [Line Items]
Common stock, par value (in Dollars per share)	$ 0.0001
Common stock aggregate price					$ (148,210,072)
Sponsor forfeited (in Shares)					80,278
Aggregate amount					$ 20,002,872
Offering cost				$ 300,000
Amount drawn on notes			$ 2,000
Additional borrowings							$ 105,500
Payment of affiliate an aggregate of per month					2,000
Total support services costs incurred					20,000	$ 24,000
Total amount of expense					$ 165,384	$ 200,000
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Purchase of common stock shares (in Shares)	4,312,500
Common stock aggregate price	$ 25,000
Sponsor forfeited (in Shares)	562,500	80,278
Business combination, description	The Initial Stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Purchase of aggregate shares (in Shares)					5,810,000
Chardan [Member]
Related Party Transactions (Details) [Line Items]
Purchase of aggregate shares (in Shares)					750,000
Private Placement Warrants [Member]
Related Party Transactions (Details) [Line Items]
Aggregate amount					$ 385,778
Aggregate price (in Dollars per share)					$ 1
Purchase of aggregate shares (in Shares)					385,778
Private Placement Warrants [Member] | Sponsor and Chardan [Member]
Related Party Transactions (Details) [Line Items]
Aggregate amount					$ 6,560,000
Aggregate price (in Dollars per share)					$ 1
Purchase of aggregate shares (in Shares)					6,560,000
Private placement warrants, description					Each whole Private Placement Warrant is exercisable for one whole share of Class A Common Stock at a price of $11.50 per share (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of equity or equity-linked securities).
President [Member]
Related Party Transactions (Details) [Line Items]
Business combination, description					The Company will pay an entity affiliated with the President a fee of approximately $16,667 per month until the earlier of the consummation of the Business Combination or liquidation. A bonus of $78,000 was paid out after the successful completion of the Initial Public Offering.

Commitments and Contingencies (

Commitments and Contingencies (Details) - $ / shares	1 Months Ended	12 Months Ended
	Sep. 21, 2018	Dec. 31, 2020
Commitments and Contingencies (Details) [Line Items]
Description of underwriting agreement		The underwriters were paid a cash underwriting discount of $0.20 per unit, or approximately $3 million in the aggregate at the closing of the Initial Public Offering and $192,889 in conjunction with the underwriters’ partial exercise of its overallotment option. In addition, the underwriters are entitled to a deferred underwriting commissions of $0.40 per unit, or approximately $6 million in the aggregate from the closing of the Initial Public Offering and $771,556 from the underwriters’ partial exercise of its overallotment option will be payable to the underwriters. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
Over-Allotment Option [Member]
Commitments and Contingencies (Details) [Line Items]
Purchase of additional units of shares		2,250,000
Underwriters exercised a partial exercise	1,928,889
Purchase price (in Dollars per share)	$ 10

Stockholders_ Equity (Details)

Stockholders’ Equity (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Nov. 13, 2017
Stockholders’ Equity (Details) [Line Items]
Common stock, par value (in Dollars per share)			$ 0.0001
Forfeiture of shares	80,278
Preferred stock, shares authorized	1,000,000	1,000,000
Value of shares issued to PIPE Investors (in Dollars)	$ 20,000,000
Founder Shares [Member]
Stockholders’ Equity (Details) [Line Items]
Shares transferred	178,495
Private Placement [Member]
Stockholders’ Equity (Details) [Line Items]
Shares transferred	1,311,501
Warrant [Member]
Stockholders’ Equity (Details) [Line Items]
Public warrants for redemption, description	●in whole and not in part; ●at a price of $0.01 per warrant;   ●upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and  ●if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
Common Class A [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, shares authorized	100,000,000	100,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock shares issued	1,236,327	751,150
Common stock subject to possible redemption shares	1,415,287	16,177,739
Common Stock, Shares, Outstanding	1,236,327	751,150
Public warrants for redemption, description	●in whole and not in part;    ●at a price equal to a number of shares of Class A common stock to be determined, based on the redemption date and the fair market value of the Company’s Class A common stock;    ●upon a minimum of 30 days’ prior written notice of redemption; and    ●if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
Class B Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, shares authorized	10,000,000	10,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Description of common stock conversion basis	Holders of Class B Common Stock are entitled to one vote for each share.
Common Stock, Shares, Outstanding	4,232,222	4,232,222

Trust Account and Fair Value _3

Trust Account and Fair Value Measurement (Details)	12 Months Ended
	Dec. 31, 2020USD ($)
Fair Value Disclosures [Abstract]
Trust account, description	The Company’s amended and restated certificate of incorporation provide that, other than the withdrawal of interest to pay income and franchise taxes and up to $100,000 of interest to pay dissolution expenses if any, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of Public Shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete the Business Combination within the Combination Period or (iii) the redemption of 100% of the Public Shares if the Company is unable to complete a Business Combination within the Combination Period.
Dissolution expense	$ 100,000

Trust Account and Fair Value _4

Trust Account and Fair Value Measurement (Details) - Schedule of fair value on a recurring basis - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Level 1 [Member]
Trust Account and Fair Value Measurement (Details) - Schedule of fair value on a recurring basis [Line Items]
Marketable securities in Trust Account	$ 27,713,815	$ 175,410,617