As filed with the Securities and Exchange Commission on February 12, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXChANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BM Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 7389 82-310369 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) 201 king of Prussia Road, Suite 350 Wayne, PA 19087 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive office) Luvleen Sidhu Chief Executive Officer 201 king of Prussia Road, Suite 350 Wayne, PA 19087 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Jonathan h. Talcott E. Peter Strand Nelson Mullins Riley & Scarborough LLP 101 Constitution Avenue, NW, Suite 900 Washington, DC 20001 (202) 689-2806 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller reporting company ☒ 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 7(a)(2)(B) of the Securities Act. ☐ CALCULATION OF REGISTRATION FEE Proposed Proposed Maximum Amount Maximum Aggregate Amount of to be Offering Price Offering Registration Title of Each Class of Securities to be Registered Registered(1) Per Share Price(1)(2) Fee Common Stock, par value $0.0001 per share 1,927,059 $ 13.96(2) $ 26,901,744 $ 2,934.98 Warrants to purchase common stock 6,945,778 $ 2.91(3) —(5) —(5) Common Stock, par value $0.0001 per share, underlying the Warrants 6,945,778 $ 14.41(4) $ 100,088,661 $ 10,919.67 Common Stock, par value $0.0001 per share, underlying the Public Warrants 17,250,000 $ 11.50(6) $ 198,375,000 $ 21,642.71 Total $ 35,497.37 (1) In the event of a stock split, stock dividend or other similar transaction involving the registrant’s common stock, in order to prevent dilution, the number of shares of common stock registered hereby shall be automatically increased to cover the additional common shares in accordance with Rule 416(a) under the Securities Act. (2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act. The price per share and aggregate offering price are based on the average of the high and low prices of the Registrant’s common stock on February 10, 2021, as reported on the NYSE American Market. (3) Estimated in accordance with Rule 457(c) under the Securities Act. The price per share is based on the average of the high and low prices of the Registrant’s warrants on February 10, 2021, as reported on the NYSE American Market. (4) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(i) under the Securities Act. The price per share is based upon (a) the exercise price per warrant of $11.50 per share plus (b) the average of the high and low prices of the Registrant’s warrants on February 10, 2021 as reported on the NYSE American Market. (5) No separate fee due in accordance with Rule 457(i). (6) Calculated pursuant to Rule 457(g) under the Securities Act, based on the exercise price of the warrants. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine. The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED February 12, 2021 BM Technologies, Inc. Up to 8,872,837 Shares Common Stock 6,945,778 Warrants to Purchase Common Stock The selling stockholders named in this prospectus (the “Selling Stockholders”) may offer and sell from time to time up to 8,872,837 shares of our common stock, par value $0.0001 per share, and warrants to purchase up to 6,945,778 shares of common stock, consisting of: ● up to 1,927,059 shares of common stock issued in a private placement pursuant to subscription agreements entered into on August 5, 2020 (the “PIPE Shares”); ● up to 6,945,778 warrants to purchase shares of common stock issued in a private placement to MFA Investor Holdings LLC (the “Sponsor”) and Chardan Capital Markets, LLC (the “Placement Warrants”), 1,311,501 of which were subsequently transferred to certain recipients of PIPE Shares; and ● up to 6,945,778 shares of common stock issuable upon exercise of the Placement Warrants. In addition, this prospectus relates to the offer and sale of up to 17,250,000 shares of common stock that are issuable by us upon the exercise of outstanding warrants that were previously registered (the “Public Warrants”). The selling stockholders may offer, sell or distribute all or a portion of the securities hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales of the shares of common stock or warrants, except with respect to amounts received by us upon the exercise of the warrants. We will bear all costs, expenses and fees in connection with the registration of these securities, including with regard to compliance with state securities or “blue sky” laws. The selling stockholders will bear all commissions and discounts, if any, attributable to their sale of shares of common stock or warrants. See “Plan of Distribution” beginning on page 104 of this prospectus. We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and are subject to reduced public company reporting requirements. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company. Our common stock and warrants are listed on the NYSE American under the symbols “BMTX” and “BMTX.W,” respectively. On February 10, 2021, the last reported sales price of our common stock was $13.62 per share and the last reported sales price of our warrants was $2.84 per warrant. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 7 of this prospectus, and under similar headings in any amendment or supplements to this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of the disclosure in the prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is , 2021 TABLE OF CONTENTS ABOUT THIS PROSPECTUS ii FORWARD-LOOKING STATEMENTS iii SUMMARY 1 RISK FACTORS 5 USE OF PROCEEDS 22 DETERMINATION OF OFFERING PRICE 22 MARKET INFORMATION FOR COMMON STOCK AND DIVIDEND POLICY 22 UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION 23 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 34 MANAGEMENT 61 EXECUTIVE COMPENSATION 67 BUSINESS 69 PRINCIPAL STOCKHOLDERS 82 SELLING STOCKHOLDERS 84 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 86 DESCRIPTION OF CAPITAL STOCK 90 U.S. FEDERAL INCOME TAX CONSIDERATIONS 96 PLAN OF DISTRIBUTION 100 LEGAL MATTERS 102 EXPERTS 102 WHERE YOU CAN FIND MORE INFORMATION 102 INDEX TO CONSOLIDATED FINANCIAL INFORMATION F-1 You should rely only on the information provided in this prospectus, as well as the information incorporated by reference into this prospectus and any applicable prospectus supplement.