0001213900-22-027096.txt : 20220516 0001213900-22-027096.hdr.sgml : 20220516 20220516160856 ACCESSION NUMBER: 0001213900-22-027096 CONFORMED SUBMISSION TYPE: NT 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220331 FILED AS OF DATE: 20220516 DATE AS OF CHANGE: 20220516 EFFECTIVENESS DATE: 20220516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BM Technologies, Inc. CENTRAL INDEX KEY: 0001725872 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 823410369 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NT 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-38633 FILM NUMBER: 22928939 BUSINESS ADDRESS: STREET 1: 201 KING OF PRUSSIA ROAD STREET 2: SUITE 350 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: (877) 327-9515 MAIL ADDRESS: STREET 1: 201 KING OF PRUSSIA ROAD STREET 2: SUITE 350 CITY: WAYNE STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: Megalith Financial Acquisition Corp DATE OF NAME CHANGE: 20171220 NT 10-Q 1 ea159937-nt10q_bmtech.htm NOTIFICATION OF LATE FILING

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One):  

☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q

☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

   
    For Period Ended:      March 31, 2022     
    ☐ Transition Report on Form 10-K
    ☐ Transition Report on Form 20-F
    ☐ Transition Report on Form 11-K
    ☐ Transition Report on Form 10-Q
    For the Transition Period Ended:

 

 
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:      Not Applicable     

 

PART I – REGISTRANT INFORMATION

BM Technologies, Inc.

Full Name of Registrant

 

Former Name if Applicable

 

201 King of Prussia Road, Suite 350

Address of Principal Executive Office (Street and Number)

 

Wayne, Pennsylvania 19087

City, State and Zip Code

 

 

 

 

PART II – RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

                 
☐

(a)

 

The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

(c)

The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III – NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra Sheets if Needed)

BM Technologies, Inc. (the “Company”) was unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 (the “Quarterly Report”) by the prescribed due date for the reasons described below.

 

As disclosed by the Company in its Current Report on Form 8-K filed with the Securities and Exchange Commission on May 16, 2022, by mutual agreement, BDO USA LLP (“BDO”) resigned as the independent registered public accounting firm for the Company effective May 10, 2022. The Company’s Audit Committee has commenced the process of selecting an independent registered public accounting firm to replace BDO with targeted engagement in June 2022.

Due to the nature of and time constraints inherent in the process for the Company to diligently search for and engage a new independent registered public accounting firm, the Company is unable to obtain a review of and to timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2022 by the May 16, 2022 deadline without unreasonable effort or expense.

Until the Company is again able to file its periodic reports, it intends to furnish preliminary quarterly operating results under cover of a Form 8-K beginning with the results for the quarterly period ended March 31, 2022. 

PART IV – OTHER INFORMATION

 

(1) Name and telephone number of person to contact in regard to this notification:
   
 

Luvleen Sidhu

   (877)  

327-9515

  (Name)   (Area code)   (Telephone Number)
   
(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

☒ Yes ☐ No

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

☐ Yes ☒ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

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    BM Technologies, Inc.     

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

   
Date: May 16, 2022 By:  /s/ Luvleen Sidhu
 

Name:

Title:

 Luvleen Sidhu
Chief Executive Officer

  

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