M&A - BM Technologies, Inc.

Form Type: 15-12G

Filing Date: 2025-02-21

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025016119

Filing Summary: BM Technologies, Inc. has filed a Form 15-12G to terminate its registration under Section 12(g) of the Securities Exchange Act of 1934 following its acquisition by First Carolina Bank. The acquisition was completed on January 31, 2025, where First Carolina Bank, a North Carolina state-chartered bank, acquired BM Technologies, Inc. as per the Agreement and Plan of Merger signed on October 24, 2024. On the closing date, Double Eagle Acquisition Corp, Inc., a wholly owned subsidiary of First Carolina Bank, merged with and into BM Technologies, Inc., making it a wholly owned subsidiary of First Carolina Bank. As of the notice date, there is only one holder of record of the common stock.

Form Type: POS AM

Filing Date: 2025-02-13

Corporate Action: Merger

Type: Update

Accession Number: 000121390025013521

Filing Summary: BM Technologies, Inc. filed Post-Effective Amendment No. 1 to Form S-1 with the SEC on February 13, 2025. This amendment relates to the company’s registration statement No. 333-253099, originally filed for the offer and sale of up to 10,259,320 shares of common stock and warrants. As of January 31, 2025, BM Technologies, Inc. underwent a merger with First Carolina Bank, making it a wholly-owned subsidiary of the bank. Consequently, all offerings of the company’s securities under the existing registration statements were terminated, and the amendment serves to deregister any unsold securities as a result of this merger and previous registrations. The filing includes the necessary signatures confirming the authority of Danialle Evans, the Chief Financial Officer.

Form Type: S-8 POS

Filing Date: 2025-02-13

Corporate Action: Merger

Type: Update

Accession Number: 000121390025013525

Filing Summary: On February 13, 2025, BM Technologies, Inc. filed a Post-Effective Amendment to Form S-8 with the SEC. The filing relates to the deregistration of securities following a merger with First Carolina Bank and Double Eagle Acquisition Corp, Inc. on January 31, 2025. The merger resulted in BM Technologies becoming a wholly-owned subsidiary of First Carolina Bank, leading to the termination of all offerings of its securities under the existing registration statements. The company has deregistered any unsold securities under its previous registration statements, which included approximately 1,220,037 shares under its 2020 Equity Incentive Plan and 500,000 shares under its 2021 Employee Stock Purchase Plan, and 1,279,963 shares in the additional registration filed in June 2023. The registrant certifies compliance with requirements for filing on Form S-8 and that the amendments are duly authorized and executed.

Form Type: S-8 POS

Filing Date: 2025-02-13

Corporate Action: Merger

Type: Update

Accession Number: 000121390025013529

Filing Summary: On February 13, 2025, BM Technologies, Inc. filed a Post-Effective Amendment to Form S-8 regarding the previous Registration Statements due to a merger with First Carolina Bank. The Merger, effective January 31, 2025, resulted in BM Technologies becoming a wholly-owned subsidiary of First Carolina Bank. This filing includes deregistration of all unsold securities under the Registration Statements as a consequence of the termination of offerings following the merger. The Registration Statements previously pertained to shares reserved for the 2020 Equity Incentive Plan and the 2021 Employee Stock Purchase Plan. The document emphasizes compliance with the Securities Act of 1933 and concludes with the signatures of relevant company officials confirming the filing.

Form Type: 8-K

Filing Date: 2025-02-03

Corporate Action: Merger

Type: New

Accession Number: 000121390025009521

Filing Summary: On January 31, 2025, BM Technologies, Inc. completed a merger with First Carolina Bank, becoming a wholly owned subsidiary after the merger agreement dated October 24, 2024. Each share of common stock was converted into the right to receive $5.00 in cash, with certain shares exempt from this conversion. Additionally, eligible company stock awards were canceled and converted to cash based on the merger consideration. Warrant holders also received the merger consideration under the terms of the Warrant Agreement. The company also notified NYSE for delisting its shares and intends to deregister its securities following the merger.

Form Type: 8-K

Filing Date: 2025-01-16

Corporate Action: Merger

Type: New

Accession Number: 000121390025003963

Filing Summary: BM Technologies, Inc. disclosed entering into a Merger Agreement with First Carolina Bank and Double Eagle Acquisition Corp. The merger involves the integration of Merger Sub into BM Technologies, with the latter becoming a wholly owned subsidiary of First Carolina Bank. The merger is scheduled to close on January 31, 2025, at 11:59 p.m. Eastern Time, pending satisfaction of closing conditions. The document also details potential risks associated with the merger, including uncertainties in timing, completion, and regulatory challenges, as well as impacts on business operations and stockholder litigation risks.

Form Type: 8-K

Filing Date: 2025-01-06

Corporate Action: Merger

Type: New

Accession Number: 000121390025000931

Filing Summary: On January 3, 2025, BM Technologies, Inc. held a special virtual meeting of stockholders to discuss proposals related to the Agreement and Plan of Merger dated October 24, 2024, involving First Carolina Bank and Double Eagle Acquisition Corp, a subsidiary of First Carolina Bank. The merger would result in the Company being a wholly owned subsidiary of First Carolina Bank. As of the record date, December 2, 2024, there were 12,088,487 shares of common stock outstanding. A quorum was established with 9,526,779 shares present. Three proposals were voted on: 1) Adoption of the Merger Agreement: 9,470,266 votes for; 55,200 against; 1,313 abstentions. 2) Advisory vote on executive compensation related to the merger: 8,783,787 votes for; 391,053 against; 351,939 abstentions. 3) Proposal to approve any necessary adjournment: 9,404,887 votes for; 120,188 against; 1,704 abstentions. All proposals received the required shareholder approval.