Item 8.01. Other Events.
On January 5, 2021, BM Technologies, Inc. (the "Company") issued a press release
announcing that on January 4, 2021, it consummated the business combination (the
"Closing") contemplated by the previously announced 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 expects that its common
stock and public warrants will begin to trade on the NYSE American LLC under the
ticker symbols "BMTX and "BMTX.W," respectively, on or about January 6, 2021. A
copy of such press release is attached as Exhibit 99.1 hereto and is
incorporated by reference into this Item 8.01.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Description
99.1 Press Release, dated January 5, 2021
Forward-Looking Statements
This Current Report on Form 8-K may contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995 that involve
risks and uncertainty. Words such as "anticipate," "estimate," "expect,"
"intend," "plan," and "project" and other similar words and expressions are
intended to signify forward-looking statements. Forward-looking statements are
not guarantees of future results and conditions but rather are subject to
various risks and uncertainties. Such statements are based on management's
current expectations and are subject to a number of risks and uncertainties that
could cause actual results to differ materially from those described in the
forward-looking statements. Investors are cautioned that there can be no
assurance actual results or business conditions will not differ materially from
those projected or suggested in such forward-looking statements as a result of
various factors. Please refer to the risks detailed from time to time in the
reports we file with the Securities and Exchange Commission ("SEC"), including
our proxy statement/prospectus filed with the SEC on December 11, 2020, and our
Annual Report on Form 10-K for the year ended December 31, 2019, as well as
other filings on Form 10-Q and periodic filings on Form 8-K, for additional
factors that could cause actual results to differ materially from those stated
or implied by such forward-looking statements. We disclaim any intention or
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events, or otherwise, unless required by law.
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