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):October 31, 2024

BM TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38633

82-3410369

(State or other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

201 King of Prussia Road, Suite 650

Wayne, Pennsylvania 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:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock

BMTX

NYSE American LLC

Warrants to purchase Common Stock

BMTX.W

NYSE American LLC

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. ☐

Item 4.01 Changes in Registrant’s Certifying Accountant

As previously disclosed in BM Technologies, Inc.’s (the “Company”) Current Report on Form 8-K dated June 3, 2024, KPMG LLP (“KPMG”), the Company’s then independent registered public accounting firm, notified the Company on May 28, 2024 of KPMG’s decision to not participate in the Company’s request for proposal process and to resign as the Company’s independent registered public accounting firm upon the earlier of completion of its review of the Company’s interim financial statements for the second quarter of 2024 or the Company’s engagement of a new independent registered public accounting firm. KPMG resigned on August 14, 2024 after completion of its review of the Company’s interim financial statements for the second quarter of 2024.

On October 31, 2024, the Audit Committee of the Company's Board of Directors re-engaged KPMG to serve as the Company's independent registered public accounting firm for purposes of conducting a review of the Company’s interim financial statements for the third quarter of 2024. KPMG has agreed to be re-engaged for the review of the Company’s interim financial statements for the third quarter of 2024 review due to the pending merger agreement previously announced by the Company on the Form 8-K dated October 25, 2024. KPMG’s engagement will terminate upon completion of its review of the Company’s interim financial statements for the third quarter of 2024.

The audit reports of KPMG relating to the Company’s consolidated financial statements as of and for the years ended December 31, 2023 and 2022 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the years ended December 31, 2023 and 2022 and the subsequent interim period through the date of this Current Report on Form 8-K, there were no (i) disagreements, within the meaning of Item 304(a)(1)(iv) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (“Regulation S-K”), and the related instructions thereto, with KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KPMG, would have caused KPMG to make reference to the subject matter of the disagreements in connection with its reports; or (ii) reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions thereto, except that as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, the Company reported that its internal control over financial reporting was not effective as of December 31, 2023 due to a material weakness in its internal control over financial reporting. The material weakness did not result in any material misstatements in the Company’s consolidated financial statements as of and for the years ended December 31, 2023 and 2022 or any quarterly periods within the years then ended.

The Company has provided KPMG with a copy of the disclosures made by the Company in response to this Item 4.01 and requested that KPMG furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made in this Item and, if not, stating the respects in which it does not agree. A letter from KPMG is attached hereto as Exhibit 16.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

16.1		Letter to SEC from KPMG LLP, dated November 6, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 thereunto duly authorized.

	BM TECHNOLOGIES, INC.

Dated: November 6, 2024	By:	/s/ Luvleen Sidhu
	Name:	Luvleen Sidhu
	Title:	Chief Executive Officer

BM Technologies, Inc. 8-K