Form 8-K - Current report

 

  

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 28, 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: [phone]

(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  

 

On May 3, 2024, BM Technologies, Inc. (the “Company”) initiated a Request for Proposal (“RFP”) related to the selection of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. On May 28, 2024, KPMG LLP (“KPMG”), the Company’s current independent registered public accounting firm, notified the Company of KPMG’s decision to decline participating in the RFP 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. The Company’s Board of Directors and Audit Committee did not recommend or approve such decision. The Company is in the process of selecting a new independent registered public accounting firm.

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 4.10 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 June 3, 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: June 3, 2024	By:		/s/ Luvleen Sidhu
	Name:		Luvleen Sidhu
	Title:		Chief Executive Officer

 

 

Exhibit 16.1

 

KPMG LLP 1601 Market Street Philadelphia, PA 19103-2499

 

June 3, 2024

Securities and Exchange Commission Washington, D.C. 20549

 

Ladies and Gentlemen:

 

We are currently principal accountants for BM Technologies, Inc. and, under the date of April 5, 2024, we reported on the consolidated financial statements of BM Technologies, Inc. as of and for the years ended December 31, 2023 and 2022. On May 28, 2024, we notified BM Technologies, Inc. that the auditor-client relationship with KPMG LLP will cease upon the earlier of completion of our interim review of BM Technologies, Inc.’s condensed consolidated financial statements as of and for the three- and six-month periods ending June 30, 2024 or BM Technologies, Inc.’s engagement of a new independent registered public accounting firm. We have read BM Technologies, Inc.’s statements included under Item 4.01 of its Form 8-K dated June 3, 2024, and we agree with such statements, except that we are not in a position to agree or disagree with BM Technologies, Inc.’s statement that the change was not approved by the Board of Directors and Audit Committee and we are not in a position to agree or disagree with the statement that BM Technologies, Inc. initiated the Request for Proposal on May 3, 2024.

 

Very truly yours,

/s/ KPMG LLP

 

KPMG LLP, a Delaware limited liability partnership and a member firm of the KPMG global organization of independent member firms affiliated with

KPMG International Limited, a private English company limited by guarantee.

 

Cover	May 28, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 28, 2024
Entity File Number	001-38633
Entity Registrant Name	BM TECHNOLOGIES, INC.
Entity Central Index Key	0001725872
Entity Tax Identification Number	82-3410369
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	201 King of Prussia Road
Entity Address, Address Line Two	Suite 650
Entity Address, City or Town	Wayne
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19087
City Area Code	(877)
Local Phone Number	327-9515
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock [Member]
Title of 12(b) Security	Common Stock
Trading Symbol	BMTX
Security Exchange Name	NYSEAMER
Warrants to purchase Common Stock
Title of 12(b) Security	Warrants to purchase Common Stock
Trading Symbol	BMTX.W
Security Exchange Name	NYSEAMER

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