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): January 315, 2025

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)		(I.R.S. Employer Identification No.)

201 King of Prussia Road, Suite 650,

Wayne, PA 19087

(Address of principal executive offices, including zip code)

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

Not Applicable

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))

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

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 58.0701 ~~Submission~~Other ~~of Matters to a Vote of Security Holders~~Events.

OnAs ~~January~~previously 3disclosed, ~~2025~~on October 24, 2024, BM Technologies, Inc., a Delaware ~~corporation~~ Corporation (the “Company”), ~~held~~entered ainto ~~virtual~~an ~~special meeting of stockholders (the “Special Meeting”) to consider certain proposals related to the~~ Agreement and Plan of Merger, ~~dated as of October 24, 2024~~ (the “Merger Agreement”)~~, by~~ ~~and~~with ~~among the Company,~~ First Carolina Bank, a North Carolina state-chartered bank (“Parent”), and Double Eagle Acquisition Corp., Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”),. ~~pursuant~~The toMerger ~~which~~Agreement ~~Merger~~provides ~~Sub~~for ~~will~~the bemerger ~~merged~~of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent.

AsThe ofCompany, ~~the~~Parent ~~close~~and ofMerger ~~business~~Sub onhave agreed ~~December~~that ~~2, 2024,~~ the ~~record~~closing date ~~for~~of the ~~stockholders~~Merger ~~entitled~~will tobe ~~vote~~January at31, ~~the Special Meeting~~2025, ~~there~~and ~~were~~the aeffective ~~total~~time of ~~12,088,487~~the ~~shares~~Merger ofwill ~~common~~be ~~stock~~11:59 p.m., ~~par~~Eastern ~~value~~Time ~~$0.0001~~on ~~per~~January ~~share~~31, of2025 ~~the Company~~ (~~“Company~~subject ~~Common Stock”) outstanding, each of which was entitled~~ to ~~one vote for each proposal at~~ the ~~Special~~waiver ~~Meeting.~~(to At the ~~Special~~extent ~~Meeting,~~permitted aby ~~total~~law) ~~of 9,526,779~~or ~~shares~~satisfaction of ~~Company Common Stock, representing approximately 78.809% of~~ the ~~total~~required ~~shares of Company Common Stock issued and outstanding and entitled to vote, were present or represented~~closing ~~by proxy, constituting a quorum to conduct business~~conditions).

AtForward-Looking ~~the Special Meeting, the following proposals were considered:~~Statements

1.Certain Astatements ~~proposal~~in this communication are “forward-looking statements” within the meaning of federal securities laws and are made pursuant to the ~~adopt~~safe harbor provisions of the ~~Merger~~Private ~~Agreement~~Securities (Litigation Reform Act of 1995. These forward-looking statements reflect, among other things, the ~~“Merger~~Company’s ~~Agreement~~current ~~Proposal”);~~expectations, assumptions, plans, strategies and anticipated results. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance.

2.There Aare ~~proposal~~a tonumber ~~approve~~of risks, uncertainties and conditions that may cause the Company’s actual results to differ materially from those expressed or implied by ~~advisory~~these ~~(non~~forward-~~binding)~~looking ~~vote~~statements, including but not limited to: (i) uncertainties as to the ~~compensation~~timing of the Merger; (ii) the risk that the Merger may not be ~~paid~~completed on the anticipated terms in a timely manner or ~~become~~at ~~payable~~all; (iii) the possibility that any or all of the various conditions to ~~our~~the ~~named~~consummation ~~executive~~of ~~officers~~the Merger may not be satisfied or waived; (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; (v) the effect of the announcement or pendency of the transactions contemplated by the Merger Agreement on the Company’s ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, or its operating results and business generally; (vi) risks related to diverting management’s attention from the Company’s ongoing business operations; (vii) the risk that stockholder litigation in connection with the ~~consummation~~transactions contemplated by the Merger Agreement may result in significant costs of defense, indemnification and liability; (viii) certain restrictions during the pendency of the Merger that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; (ix) risks that the ~~“Advisory~~benefits ~~Compensation~~of ~~Proposal”~~the Merger are not realized when and as expected; (x) legislative, regulatory and economic developments; and (xi) (A) the risk factors described in Part I, Item 1A of Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and (B) the other risk factors identified from time to time in the Company’s other filings with the Securities and Exchange Commission (the “SEC”). Filings with the SEC are available on the SEC’s website at http://www.sec.gov.

3.Many Aof ~~proposal~~these circumstances are beyond the Company’s ability to ~~approve~~control ~~any~~or ~~adjournment~~predict. ofThese forward-looking statements necessarily involve assumptions on the Company’s ~~Special~~part. ~~Meeting~~These forward-looking statements may include words such as “believe,” if“expect,” ~~necessary~~“anticipate,” “estimate,” or“intend,” ~~appropriate~~“plan,” as“project,” ~~determined~~“should,” “may,” “will,” “might,” “could,” “would,” or similar expressions. All forward-looking statements attributable to the Company or persons acting on the Company’s behalf are expressly qualified in ~~good~~their ~~faith~~entirety by the ~~Board~~cautionary statements that appear throughout this communication. Furthermore, ~~for~~undue ~~the~~reliance ~~purpose~~should ofnot ~~soliciting~~be ~~additional~~placed ~~proxies~~on ifforward-looking ~~there~~statements, which are ~~insufficient~~based on ~~votes~~the atinformation currently available to the ~~Special~~Company ~~Meeting~~and tospeak ~~adopt~~only as of the ~~Merger~~date ~~Agreement~~they ~~(the~~are ~~“Adjournment~~made. ~~Proposal”)~~The Company disclaims any intention or obligation to update or revise publicly any forward-looking statements.

Each proposal is described in detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on December 3, 2024, and first mailed to the Company’s stockholders on or about December 4, 2024.1

~~Each of the three proposals was approved by the requisite vote of the Company’s stockholders.~~SIGNATURES

~~The~~Pursuant ~~final~~to the requirements ~~voting~~of ~~results~~the ~~for~~Securities ~~each~~Exchange ~~proposal~~Act ~~are~~of ~~described~~1934, ~~below:~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

1. The Merger Agreement Proposal:

	BM TECHNOLOGIES, INC.

	By:	/s/ Luvleen Sidhu
		Name:	Luvleen Sidhu
		Title:	Chief Executive Officer

Date: January 15, 2025

Votes Cast For		Votes Cast Against		Abstentions
9,470,266		55,200		1,313

2. The Advisory Compensation Proposal:

Votes Cast For		Votes Cast Against		Abstentions
8,783,787		391,053		351,939

3. The Adjournment Proposal:

Votes Cast For		Votes Cast Against		Abstentions
9,404,887		120,188		1,704

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.

	BM TECHNOLOGIES, INC.
	By:	/s/ Luvleen Sidhu
		Name:	Luvleen Sidhu
		Title:	Chief Executive Officer
Date: January 6, 2025

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