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

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 10, 2022

BM TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

201 King of Prussia Road, Suite 350

Wayne, PA 19087

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (877) 327-9515

  (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Item 4.01 Change in Registrant’s Certifying Accountant.

On May 10, 2022, by mutual agreement, BDO USA LLP (“BDO”) resigned as the independent registered public accounting firm for BM Technologies, Inc. (the “Company”).

BDO’s audit reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2021 and December 31, 2020 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to audit scope or accounting principles. BDO’s audit report on the Company’s consolidated financial statements as of and for the fiscal year ended December 31, 2021 contained an emphasis of matter regarding a customer concentration.

During the fiscal years ended December 31, 2021 and 2020, and the subsequent interim period through the date of this report, there were no disagreements, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, between the Company and BDO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to BDO’s satisfaction, would have caused BDO to make reference to such disagreements in its audit reports.

During the fiscal years ended December 31, 2021 and 2020, and the subsequent interim period through the date of this report, there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K except, as previously disclosed, for certain material weaknesses in the Company’s internal control over financial reporting attributable to its Control Environment and Monitoring Activities and Control Activities and Information and Communication for the fiscal year ended December 31, 2021. These material weaknesses were discussed with the Audit Committee of the Board of Directors of the Company and plans have been implemented to remediate these material weaknesses by the end of the fourth quarter of 2022. The Company has authorized BDO to respond fully to inquiries of the successor independent registered public accounting firm concerning these material weaknesses.

The Company provided BDO with a copy of the disclosures it is making in this Form 8-K and requested that BDO furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements herein. A copy of BDO’s letter, dated May 16, 2022, is filed as Exhibit 16.1 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.