BMTX BM Technologies Inc

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_____________________________________

SCHEDULE 14A

_____________________________________

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934.

Check the appropriate box:

BM TECHNOLOGIES, INC.
(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

BM Technologies, Inc.

201 King of Prussia Road, Suite 650
Wayne, PA 19087

December 3, 2024

To our Stockholders:

You are cordially invited to attend a special meeting of stockholders of BM Technologies, Inc., a Delaware corporation (the “Company”, “we”, “us” and “our”), on January 3, 2025, at 12:00 p.m., Eastern Time (the “Special Meeting”) (unless the Special Meeting is adjourned or postponed), in a virtual-only meeting format. The Company’s stockholders will be able to virtually attend and vote at the Special Meeting by visiting https://www.cstproxy.com/bmtechnologies/sm2024. For purposes of attendance at the Special Meeting, all references in the enclosed proxy statement to “present” shall mean virtually present at the Special Meeting.

On October 24, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with 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 to which, subject to the terms and conditions thereof, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent (the “Surviving Corporation”). If the Merger is consummated, you will be entitled to receive $5.00 in cash, without interest and subject to any withholding taxes, in exchange for each share of Company common stock you own at the Effective Time (unless you have properly and validly exercised and do not withdraw your appraisal rights under Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”)).

The proxy statement accompanying this letter provides you with more specific information concerning the Special Meeting, the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. We encourage you to carefully read the accompanying proxy statement and the copy of the Merger Agreement attached as Annex A thereto, as they contain important information about, among other things, the Merger and how it affects you.

The board of directors of the Company (the “Board”) has reviewed and considered the terms and conditions of the Merger Agreement, the Voting Agreements (as defined in the proxy statement), the Merger and the other transactions contemplated by the Merger Agreement and has considered and evaluated the presentations of the management of the Company and its legal counsel and the presentations and opinion of a financial advisor. The Board unanimously (i) determined that the Merger and the other transactions contemplated by the Merger Agreement, and the transactions contemplated by the Voting Agreements, are fair to and in the best interests of, the Company and the stockholders of the Company, (ii) approved, adopted and declared the advisability of the Merger Agreement, the Voting Agreements and the consummation of the transactions contemplated thereby, including the Merger, (iii) directed that the Merger Agreement be submitted to the Company stockholders entitled to vote for adoption and (iv) recommended that the Company stockholders entitled to vote adopt the Merger Agreement.

At the Special Meeting, you will be asked to consider and vote on (i) a proposal to adopt the Merger Agreement (the “Merger Agreement Proposal”), (ii) a proposal to approve, by advisory (non-binding) vote, the compensation that may be paid or become payable to the named executive officers of the Company in connection with the consummation of the Merger (the “Advisory Compensation Proposal”) and (iii) a proposal to approve any adjournment of the Special Meeting, if necessary or appropriate, for the purpose of soliciting additional proxies if there are not sufficient votes at the Special Meeting to adopt the Merger Agreement (the “Adjournment Proposal”). The Board recommends you vote “FOR” the Merger Agreement Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal.

Your vote is important.    We cannot complete the Merger unless the Merger Agreement Proposal is approved by the affirmative vote (in person or by proxy) of the holders of a majority of outstanding shares of Company common stock entitled to vote thereon at the Special Meeting. Whether or not you plan to attend the Special Meeting, we want to make sure your shares are represented at the meeting. Please follow the voting instructions provided on the enclosed proxy card to submit your vote.

After reading the accompanying proxy statement, please authorize a proxy to vote your shares of common stock by completing, dating, signing and returning your proxy card (or following the electronic voting instructions thereon) or vote your shares by attending and voting at the Special Meeting. Instructions regarding the methods of authorizing your proxy are detailed in the section of the accompanying proxy statement entitled “The Special Meeting — Voting Procedures”. If you attend the Special Meeting and vote thereat, your vote will revoke any proxy that you have previously submitted. If you hold Company common stock through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from them to vote your Company common stock. Your bank, broker or other nominee cannot vote on any of the proposals, including the Merger Agreement Proposal, without your instructions. If you have any questions or need assistance voting, please contact our proxy solicitor:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Stockholders may call toll free: (877) 750-8338
Banks and Brokers may call collect: (212) 750-5833

On behalf of the Board, thank you for your continued support.

By Order of the Board of Directors

Sincerely,

LUVLEEN SIDHU
Chair of the Board of Directors
and Chief Executive Officer

December 3, 2024

The Merger has not been approved or disapproved by the Securities and Exchange Commission or any state securities commission. Neither the Securities and Exchange Commission nor any state securities commission has passed upon the merits or fairness of the Merger or upon the adequacy or accuracy of the information contained in this document or the accompanying proxy statement. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated December 3, 2024 and, together with the enclosed form of proxy card, is first being mailed to the Company’s stockholders on or about December 3, 2024.

BM Technologies, Inc.

201 King of Prussia Road, Suite 650
Wayne, PA 19087

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON JANUARY 3, 2025

Notice is hereby given that a special meeting of stockholders of BM Technologies, Inc., a Delaware corporation (the “Company”, “we”, “us” and “our”), to be held on January 3, 2025, at 12:00 p.m., Eastern Time (the “Special Meeting”) (unless the Special Meeting is adjourned or postponed), in a virtual-only meeting format. The Company’s stockholders will be able to virtually attend and vote at the Special Meeting by visiting https://www.cstproxy.com/bmtechnologies/sm2024. For purposes of attendance at the Special Meeting, all references in the enclosed proxy statement to “present” shall mean virtually present at the Special Meeting. The Special Meeting is being held for the purpose of acting on the following matters:

For more information concerning the Special Meeting, the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, please review the accompanying proxy statement and the copy of the Merger Agreement attached as Annex A thereto.

By Order of the Board of Directors

Sincerely,

LUVLEEN SIDHU
Chair of the Board of Directors
and Chief Executive Officer

Dated: December 3, 2024

Table of Contents

Annex Index

BM TECHNOLOGIES, INC.

201 King of Prussia Road, Suite 650
Wayne, PA 19087

SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON JANUARY 3, 2025

PROXY STATEMENT

This proxy statement contains information relating to a special meeting of stockholders of BM Technologies, Inc., a Delaware corporation (the “Company”, “we”, “us” or “our”). All references to “Parent” refer to First Carolina Bank, a North Carolina state-chartered bank; all references to “Merger Sub” refer to Double Eagle Acquisition Corp, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent. In addition, throughout this proxy statement we refer to the Agreement and Plan of Merger, dated as of October 24, 2024, by and among Parent, Merger Sub and the Company as the “Merger Agreement”.

The special meeting will be held on January 3, 2025, at 12:00 p.m., Eastern Time (the “Special Meeting”) (unless the Special Meeting is postponed or adjourned), in a virtual-only meeting format. The Company’s stockholders will be able to virtually attend and vote at the Special Meeting by visiting https://www.cstproxy.com/bmtechnologies/sm2024. We are furnishing this proxy statement to holders (“Company stockholders”) of common stock, par value $0.0001 per share, of the Company (“Company common stock”) as part of the solicitation of proxies by the Company’s board of directors (the “Board”), for exercise at the Special Meeting and at any postponements or adjournments thereof. This proxy statement is dated December 3, 2024 and is first being mailed to Company stockholders on or about December 3, 2024.

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers are intended to briefly address some commonly asked questions regarding the Special Meeting, the Merger and the Merger Agreement. These questions and answers may not address all questions that may be important to you. You should read the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement.

Q:     Why am I receiving this proxy statement?

A:     On October 24, 2024, the Company entered into the Merger Agreement with Parent and Merger Sub. Pursuant to the Merger Agreement and subject to the terms and conditions thereof, Merger Sub will be merged with and into the Company, with the Company surviving the Merger as a wholly-owned, direct subsidiary of Parent.

In order to consummate the Merger, Company stockholders must vote to adopt the Merger Agreement. You are receiving this proxy statement in connection with the solicitation of proxies by the Board in favor of the Merger Agreement Proposal and the other matters to be voted on at the Special Meeting described below under “— What proposals will be considered at the Special Meeting?”

Q:     As a holder of Company common stock, what will I receive in the Merger if it is consummated?

A:     If the Merger is consummated, you will be entitled to receive $5.00 in cash, without interest and subject to any applicable withholding taxes, for each share of Company common stock that you own immediately prior to the Effective Time. You will not be entitled to receive shares in the Surviving Corporation or in Parent.

The receipt of cash pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. Please see the section of this proxy statement entitled “The Merger — Material U.S. Federal Income Tax Consequences of the Merger” for a more detailed description of the United States federal income tax consequences of the Merger. You should consult your own tax advisor for a full understanding of how the Merger will affect your federal, state, local and/or non-U.S. taxes.

Q:     When and where is the Special Meeting of our stockholders?

A:     The Special Meeting will be held on January 3, 2025, at 12:00 p.m., Eastern Time, in a virtual-only meeting format. Company stockholders may only attend the Special Meeting virtually. To access the Special Meeting, you should visit https://www.cstproxy.com/bmtechnologies/sm2024. You will be required to enter a control number, included on your proxy card, voting instruction form or as you may otherwise receive, which will allow you to participate in the Special Meeting and vote your shares of Company common stock if you are a Company stockholder as of the record date. We encourage you to access the Special Meeting before the start time of 12:00 p.m., Eastern Time. Please allow ample time to log into the audio webcast and test your computer systems.

Q:     Who is entitled to attend and vote at the Special Meeting?

A:     Only Company stockholders of record at the close of business on December 2, 2024, the record date for the Special Meeting, will be entitled to notice of, to attend and to vote at, the Special Meeting and any postponement or adjournment thereof. As of the close of business on the record date, there were 12,088,487 shares of Company common stock outstanding and entitled to vote. Each Company stockholder is entitled to one vote per share of common stock held by such Company stockholder on the record date on each of the proposals presented in this proxy statement.

If on the record date, you were a “record” holder of Company common stock (that is, if you held Company common stock in your own name in the stock register maintained by our transfer agent, Continental Stock Transfer & Trust Company (“Continental”)), you are entitled to attend and vote at the Special Meeting or by proxy. Whether or not you intend to attend the Special Meeting, we encourage you to authorize a proxy to vote now, online, by phone or by proxy card to ensure that your vote is counted.

If on the record date, you were the beneficial owner of Company common stock held in “street name” (that is, if you held Company common stock through your bank, broker or other nominee), this proxy statement has been forwarded to you by your broker, bank or other nominee who is considered, with respect such Company common stock, the stockholder of record. You may complete and mail the proxy card (or follow the electronic voting instructions thereon) to ensure that your vote is counted. Alternatively, you may be able to vote over the

internet as instructed by your broker or bank. To vote virtually at the Special Meeting, you must obtain a valid proxy from your broker, bank, or other agent. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a proxy card.

For additional information on how to vote at the Special Meeting, please see the section entitled “The Special Meeting — Voting Procedures”.

At the Special Meeting and for ten days prior to the Special Meeting, the names of Company stockholders entitled to vote at the Special Meeting will be available for inspection for any purpose germane to the meeting, between the hours of 9:00 a.m. and 5:00 p.m. Eastern Time, at the Company’s principal executive offices located at 201 King of Prussia Road, Suite 650, Wayne, Pennsylvania, 19087, by contacting Louis Adimando, our General Counsel.

Q:     What proposals will be considered at the Special Meeting?

A:     At the Special Meeting, Company stockholders will be asked to consider and vote on the following proposals:

•        the Merger Agreement Proposal;

•        the Advisory Compensation Proposal; and

•        the Adjournment Proposal.

Q:     How does the Board recommend that I vote?

A:     The Board unanimously recommends a vote “FOR” the Merger Agreement Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal.

For a discussion of the factors that the Board considered in determining to recommend the approval of the Merger Agreement Proposal, please see the section of this proxy statement entitled “The Merger — Reasons for the Merger”.

In addition, in considering the recommendation of the Board with respect to the Merger Agreement, you should be aware that some of the Company’s directors and executive officers have interests that may be different from, or in addition to, the interests of the Company stockholders generally. Please see the section of this proxy statement entitled “The Merger — Interests of the Company’s Directors and Executive Officers in the Merger”.

Q:     What constitutes a quorum for purposes of the Special Meeting?

A:     The holders of a majority of all of the Company common stock issued and outstanding and entitled to vote at the Special Meeting, present in person or represented by proxy, constitutes a quorum of Company stockholders for the transaction of business at the Special Meeting. Virtual attendance at the Special Meeting constitutes presence in person for quorum purposes at the Special Meeting. Abstentions and broker non-votes will be counted as shares present for the purposes of determining the presence of a quorum. However, as each of the proposals to be presented at the Special Meeting is considered “non-routine”, there will be no broker non-votes, and shares for which beneficial owners have not provided voting instructions to their banks, brokers or other nominees will NOT count for purposes of calculating whether a quorum is present at the Special Meeting. If a stockholder fails to authorize a proxy to vote its shares or to vote at the Special Meeting, or fails to instruct its broker, bank or other nominee on how to vote, the shares of Company common stock that such stockholder owns will not be counted for purposes of determining whether a quorum is present at the Special Meeting.

If a quorum is not present or represented at the Special Meeting, the person named as chair of the Special Meeting may adjourn the Special Meeting, without notice, if the time and place of the new meeting and the means of remote communication, if any, by which Company stockholders and proxy holders may be deemed to be present and vote at such adjourned meeting, are announced at the Special Meeting at which the adjournment is taken. If, however, the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, we will provide a notice of the adjourned meeting to each Company stockholder of record entitled to vote at the Special Meeting. In the event that a quorum is not present at the Special Meeting, or if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting, we expect that the Special Meeting will be postponed or adjourned to solicit additional proxies.

As of the close of business on the record date, there were 12,088,487 shares of Company common stock outstanding. Accordingly, holders of record of at least 6,044,244 shares of Company common stock must be present or represented by proxy at the Special Meeting to constitute a quorum.

Q:     What vote of our stockholders is required to approve each of the proposals?

A:     The approval of the Merger Agreement Proposal requires the affirmative vote (in person or by proxy) of the holders of a majority of outstanding shares of Company common stock entitled to vote thereon. Under Delaware law and the Merger Agreement, the receipt of such required vote is a condition to the consummation of the Merger. Note that you may vote to approve the Merger Agreement Proposal and vote not to approve the Advisory Compensation Proposal or Adjournment Proposal and vice versa. Abstentions and failures to vote (including a failure to authorize a proxy to vote on a Company stockholder’s behalf) will have the same effect as a vote “AGAINST” the Merger Agreement Proposal. Pursuant to the Voting Agreements, the Supporting Holders have agreed to vote their shares in favor of the Merger, and as of the record date, the percentage of outstanding shares of Company common stock held by such Supporting Holders represents approximately 7.36% of the total voting power of Company. Accordingly, in addition to the shares held by such Supporting Holders, the Company will need an additional 5,154,034 shares of Company common stock (or about 42.64% of the outstanding Company common stock) to be voted in favor of the Merger Agreement Proposal to approve such proposal.

The approval of the Advisory Compensation Proposal requires the affirmative vote (in person or by proxy) of a majority of the votes cast on such proposal at the Special Meeting. Assuming a quorum is present at the Special Meeting, abstentions and failures to vote (including a failure to authorize a proxy to vote on a Company stockholder’s behalf) will have no effect on the outcome of the Advisory Compensation Proposal.

The approval of the Adjournment Proposal requires the affirmative vote (in person or by proxy) of a majority of the votes cast on such proposal at the Special Meeting. Assuming a quorum is present at the Special Meeting, abstentions and failures to vote (including a failure to authorize a proxy to vote on a Company stockholder’s behalf) will have no effect on the outcome of the Adjournment Proposal. The Company does not intend to call a vote on this proposal if the Merger Agreement Proposal is approved at the Special Meeting.

A broker “non-vote” occurs when a bank, broker or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner, but does have discretionary voting power over other “routine” items and submits votes for those matters. The Company does not expect any broker non-votes at the Special Meeting because the rules applicable to banks, brokers and other nominees only provide such organization with discretionary authority to vote on proposals that are considered “routine”, whereas each of the proposals to be presented at the Special Meeting is considered “non-routine”. As a result, no bank, broker or other nominee will be permitted to vote your shares of Company common stock at the Special Meeting on any matter without receiving instructions.

Q:     Are there any voting agreements with existing shareholders?

A:     Yes. On October 24, 2024 and on December 2, 2024, in connection with entering into the Merger Agreement, Supporting Holders have entered into Voting Agreements. The Voting Agreements require, among other things, that the Supporting Holders vote all of their shares of Company common stock, as applicable, in favor of the Merger and the other transactions contemplated by the Merger Agreement and against alternative transactions and not to transfer any of their shares of Company common stock, subject to certain exceptions. For more information, please see the section of this proxy statement entitled “The Voting Agreements”.

Q:     How do the Company’s directors and executive officers intend to vote?

A:     As of the record date, the directors and executive officers of the Company beneficially owned in the aggregate 890,210 shares of Company common stock, or approximately 7.36% of the outstanding shares of Company common stock as of the record date. Pursuant to the Voting Agreements, Supporting Holders, which comprise all directors and executive officers of the Company, have agreed to vote their shares in favor of the Merger, and to approve the Adjournment Proposal, if presented at the Special Meeting. We currently expect that each of the directors and executive officers of the Company will vote all of her or his shares “FOR” each of the proposals to be presented at the Special Meeting.

Q:     Do any of the Company’s directors or executive officers have any interests in the Merger that are different from, or in addition to, my interests as a Company stockholder?

A:     In considering the proposals to be voted on at the Special Meeting, you should be aware that the Company’s directors and executive officers have financial interests in the Merger that may be different from, or in addition to, your interests as a Company stockholder. The members of the Board were aware of and considered these interests in reaching the determination to unanimously approve and declare advisable the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, including the Merger, and to recommend that Company stockholders approve the Merger Agreement Proposal. These interests may include, but are not limited to:

•        the treatment of Company long-term incentive awards provided for under the Merger Agreement (as described below in “The Merger Agreement — Treatment of Company Long-Term Incentive Awards”);

•        severance and other benefits payable in the case of certain qualifying terminations of employment under the terms of individual employment agreements or the Company’s benefits program;

•        the potential to receive an annual bonus for 2024 at target performance levels;

•        the potential to enter into new employment or consulting arrangements with Parent post-closing;

•        the potential grant of cash-based retention awards under a program established for the benefit of certain Company employees; and

•        continued indemnification and insurance coverage under the Merger Agreement, the organizational documents of the Company and its subsidiaries and indemnification agreements the Company and any of its subsidiaries have entered into with each of its directors and executive officers.

These interests are described in more detail, and certain of them are quantified, in the section of this proxy statement entitled “The Merger — Interests of the Company’s Directors and Executive Officers in the Merger”.

Q:     Why am I being asked to consider and vote on the Advisory Compensation Proposal?

A:     The SEC rules require the Company to seek the approval of its stockholders on a non-binding, advisory basis with respect to certain payments that will or may be made to the Company’s named executive officers in connection with the Merger. Approval of the Advisory Compensation Proposal is not required to complete the Merger.

Q:     What will happen to outstanding Company Stock Awards in the Merger?

A:     Each Company Stock Award outstanding immediately prior to the Effective Time, excluding any excluded Company Stock Award as set forth in the Merger Agreement, whether or not then vested, will be, by virtue of the Merger and without any action on the part of the holder thereof, automatically canceled and converted into the right to receive, as soon as reasonably practicable after the Effective Time, solely an amount in cash equal to the product of the Merger Consideration multiplied by the total number of shares subject to such eligible Company Stock Award.

The payments described above will be made, subject to any applicable withholding taxes, as soon as reasonably practicable following the Closing, and in no event later than 30 days following the Closing.

See “The Merger Agreement — Treatment of Company Stock Awards”.

Q:     What happens if I transfer my Company common stock before the Special Meeting?

A:     The record date for the Special Meeting is earlier than the date of the Special Meeting. If you own Company common stock on the record date and transfer your shares after the record date but prior to the Special Meeting, you will retain your right to vote such shares of Company common stock at the Special Meeting. However, the right to receive the Merger Consideration will pass to the person to whom you transferred your shares of Company common stock. Unless special arrangements are made, the person to whom you transfer your shares of Company common stock after the record date will not have a right to vote those shares at the Special Meeting. For more information, see “The Special Meeting”.

Q:     How do I vote if I am a Company stockholder of record or hold my shares in “street name”?

A:     If you are a Company stockholder of record as of the record date, vote your shares of Company common stock on matters presented at the Special Meeting in any of the following ways:

•        by attending the Special Meeting virtually and casting your vote electronically;

•        by proxy (Company stockholders may vote in advance by authorizing a proxy for the Special Meeting by completing, signing, dating and mailing the enclosed proxy card in the envelope provided);

•        electronically, by following the instructions printed on the enclosed proxy card; or

•        by mail, by marking the enclosed proxy card, dating and signing it, and returning it in the accompanying prepaid reply envelope.

If your shares of Company common stock are held in a stock brokerage account by a bank, broker or other nominee, you are considered the beneficial owner of shares held in “street name”, and these proxy materials are being forwarded to you by your bank, broker or other nominee that is considered the Company stockholder of record of those shares. As the beneficial owner, you have the right to direct your bank, broker or other nominee on how to vote your shares via the internet or by phone if the bank, broker or other nominee offers these options to you or by completing, dating, signing and returning a voting instruction form. Your bank, broker or other nominee will send you instructions on how to submit your voting instructions for your shares of Company common stock. To vote at the Special Meeting, which will have the same effect as revoking any previously submitted voting instructions, you will need to register in advance. Please see “The Special Meeting — Registering for the Special Meeting” for information on how to register in advance.

For more detailed instructions on how to vote using one of these methods, please see the section of this proxy statement entitled “The Special Meeting — Voting Procedures”.

Whether or not you plan to attend the Special Meeting, we urge you to vote now to ensure your vote is counted. You may still attend the Special Meeting and vote during the live webcast if you have already voted by proxy.

Q:     What will happen if I abstain from voting or fail to vote on any of the proposals?

A:     The approval of the Merger Agreement Proposal requires the affirmative vote (in person or by proxy) of the holders of a majority of outstanding shares of Company common stock entitled to vote thereon. If you fail to authorize a proxy to vote your shares or to vote at the Special Meeting, or fail to instruct your broker, bank or other nominee on how to vote, the effect will be that the shares of Company common stock that you own will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

The approval of the Advisory Compensation Proposal and the Adjournment Proposal each requires the affirmative vote (in person or by proxy) of a majority of the votes cast on the proposal. Assuming a quorum is present, if you fail to authorize a proxy to vote your shares or vote at the Special Meeting, or fail to instruct your bank, broker or other nominee on how to vote, it will have no effect on the outcome of these proposals. Abstentions will not be considered votes cast and therefore will have no effect on the outcome of the Advisory Compensation Proposal or the Adjournment Proposal.

Q:     Can I change or revoke my vote after I have delivered my proxy?

A:     Yes. For the Company stockholders of record, any time after you have submitted a proxy card and before the proxy card is exercised, you may revoke or change your vote in one of three ways:

•        you may submit a new proxy card bearing a later date (which automatically revokes the earlier proxy or voting instructions) in accordance with the instructions detailed in the section of this proxy statement entitled “The Special Meeting — Voting Procedures”; or

•        you may submit a written notice of revocation to the Company’s General Counsel, Louis Adimando, at BM Technologies, Inc., 201 King of Prussia Road, Suite 650, Wayne, PA 19087; or

•        you may attend the Special Meeting and vote during the live webcast. Attendance at the Special Meeting will not, in itself, constitute revocation of a previously granted proxy.

Please note that if you want to revoke your proxy by sending a new proxy card or a written notice of revocation to the Company, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by the Company prior to the Special Meeting.

If you hold your shares in “street name”, you will need to revoke or resubmit your proxy through your broker, bank or other nominee and in accordance with its procedures. If your broker, bank or other nominee allows you to submit a proxy via the internet or by telephone, you may be able to change your vote by submitting a new proxy via the internet or by telephone (or by mail). To vote at the Special Meeting, which will have the same effect as revoking any previously submitted voting instructions, you will need to register in advance. Please see “The Special Meeting — Registering for the Special Meeting” for information on how to register in advance.

Q:     What should I do if I receive more than one set of voting materials?

A:     You may receive more than one set of voting materials, including multiple copies of this proxy statement or multiple proxy or voting instruction cards. For example, if you hold your Company common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold Company common stock. Please submit each proxy and voting instruction card that you receive in accordance with the instructions to ensure that all of your shares of Company common stock are voted.

Q:     If I hold my Company common stock in certificated form, should I send in my stock certificates now?

A:     No. Parent will appoint a paying agent for the payment of the Merger Consideration in accordance with the Merger Agreement. At or prior to the Effective Time, Parent or one of its affiliates will deposit with the paying agent the aggregate Merger Consideration payable in respect of all the shares converted in accordance with the Merger Agreement. Promptly after the Effective Time, and in any event not later than five business day thereafter, Parent will send or cause the paying agent to send to each holder of Company common stock, who holds share certificates or book-entry shares not held through the Depository Trust Corporation (“DTC”), entitled to the Merger Consideration a letter of transmittal and instructions advising such Company stockholder how to surrender its Company common stock in exchange for the Merger Consideration. Each holder of Company common stock will be entitled to receive the Merger Consideration upon, in the case of holders of share certificates, the surrender of such certificates for cancelation to the paying agent or, in the case of holders of non-certificated book-entry shares not held through the DTC (the “non-DTC book-entry shares”), the transfer of such book-entry shares by book receipt of an “agent’s message” in customary form by the paying agent, and, in each case, together with the associated letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required by the paying agent. You should not return your stock certificates with the enclosed proxy card, and you should not forward your stock certificates to the paying agent without a letter of transmittal. If you hold non-DTC book-entry shares, you will not be required to deliver a stock certificate or letter of transmittal, and you will instead receive your cash payment after the paying agent receives the documents requested in the applicable instruction from the DTC. For more information, please see the section of this proxy statement entitled “The Merger Agreement — Payment for Stock”.

Q:     Am I entitled to exercise appraisal rights instead of receiving the Merger Consideration for my Company common stock?

A:     Yes. Holders of Company common stock are entitled to appraisal rights under Section 262 of the DGCL so long as they take certain actions and meet certain conditions, including that they do not vote (in person or by proxy) in favor of the Merger Agreement Proposal. For more information regarding appraisal rights, see “The Merger — Appraisal Rights”. Failure to strictly comply with Section 262 of the DGCL may result in your waiver of, or inability to exercise, appraisal rights.

Q:     When is the Merger expected to be consummated?

A:     We currently expect to consummate the Merger during the first quarter of 2025, subject to receipt of the Required Stockholder Approval and the satisfaction or waiver of the other conditions to the Merger. The Merger is subject to regulatory review and various other conditions, however, and it is possible that factors outside of the control of the Company or Parent could result in the Merger being completed at a later time, or not at all. There may be a substantial amount of time between the Special Meeting and the consummation of the Merger.

Q:     What effect will the Merger have on the Company?

A:     If the Merger is consummated, Merger Sub will be merged with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Parent. If the Merger is consummated, the Company will cooperate with Parent and use its reasonable best efforts to cause the Company common stock and the Company Public Warrants to be delisted from NYSE American and deregistered under the Exchange Act as promptly as practicable following the Effective Time, and, accordingly, the Company common stock and the Company Public Warrants will no longer be publicly traded and you will no longer have any interest in the Company’s future earnings or growth. In addition, each share of Company common stock you hold immediately prior to the Effective Time of the Merger will represent only the right to receive $5.00 in cash, without interest and subject to any withholding taxes.

Q:     Is the Closing subject to any conditions?

A:     Yes. The obligations of each party to effect the Merger is subject to the satisfaction (or waiver, if permissible under applicable law), at or prior to the Effective Time, of certain conditions, including (i) the receipt of the Required Stockholder Approval, (ii) no legal restraints, and (iii) the receipt of the Requisite Regulatory Approvals, in each case, in connection with the transactions contemplated by the Merger Agreement.

For more information, please see the section of this proxy statement entitled “The Merger Agreement — Conditions of the Merger”.

Q:     What happens if the Merger is not consummated?

A:     In the event that the Required Stockholder Approval is not obtained or if the Merger is not consummated for any other reason, the Company stockholders will not receive any payment for their shares of Company common stock in connection with the Merger. Instead, the Company will remain an independent public company, the Company common stock will continue to be listed and traded on NYSE American, the Company common stock will continue to be registered under the Exchange Act and the Company stockholders will continue to own their shares of Company common stock and will continue to be subject to the same general risks and opportunities as they currently are with respect to ownership of the Company common stock.

Under certain circumstances, the Company will be required to pay Parent a termination fee equal to $2.75 million and, under certain other circumstances, Parent may be required to reimburse the Company any reasonable, documented and out-of-pocket costs and expenses incurred by the Company prior to the termination of the Merger Agreement, with respect to the Company’s engagement of outside counsel and outside financial advisors in connection with the evaluation and negotiation of the Merger Agreement, and external auditor in connection with the Company’s performance of its obligations under the Merger Agreement, collectively in the aggregate up to $2.75 million. For more information, please see the section of this proxy statement entitled “The Merger Agreement — Termination Fees”.

Q:     What is householding and how does it affect me?

A:     The SEC has approved rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more of the Company stockholders sharing the same address by delivering a single proxy statement addressed to those Company stockholders. This process, which is commonly referred to as “householding”, potentially provides extra convenience for Company stockholders and cost savings for companies.

Under this procedure, banks, brokers or other nominees with account holders who are Company stockholders may be “householding” proxy materials. A single copy of proxy statement will be delivered to multiple Company stockholders sharing an address unless contrary instructions have been received from the affected

Company stockholders. If you have received notice from your bank, broker or other nominee that they will be “householding” communications to your address, such “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate copy of the proxy statement, please notify your bank, broker or other nominee and write or call us at the following address or phone number: General Counsel, BM Technologies, Inc., 201 King of Prussia Road, Suite 650, Wayne, PA 19087, (877) 327-9515. We will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the proxy statement to a Company stockholder at a shared address to which a single copy of the documents was delivered.

Q:     What do I need to do now?

A:     We urge you to read this proxy statement carefully, including its annexes and the documents referred to as incorporated by reference in this proxy statement, as well as the exhibits thereto, filed with the SEC, and to consider how the Merger affects you. For more information, see the section of this proxy statement entitled “Where You Can Find Additional Information” .

Even if you plan to attend the Special Meeting, after carefully reading and considering the information contained in this proxy statement, please submit your proxy promptly to ensure that your shares are represented at the Special Meeting. For more information, see the sections of this proxy statement entitled “The Special Meeting” and “Where You Can Find Additional Information”, respectively.

Q:     Who can help answer my questions?

A:     If you need assistance in completing your proxy card or have questions regarding the Special Meeting, please contact our proxy solicitation agent:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders may call toll free: (877) 750-8338

Banks and Brokers may call collect: (212) 750-5833

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Those statements are based on management’s beliefs, plans, strategies, expectations and assumptions, and on information currently available to management. Generally, the words “will”, “may”, “should”, “could”, “would”, “expect”, “anticipate”, “intend”, “plan”, “target”, “continue”, “believe”, “seek”, “project”, “estimate”, and similar expressions or variations used in this proxy statement that do not relate to historical facts are intended to identify forward-looking statements. Forward-looking statements include, without limitation, statements regarding the proposed Merger and related matters; the expected timetable for completing the proposed Merger; prospective performance and opportunities; general business outlook; filings and approvals relating to the transactions; pending and future regulatory orders; the ability to complete the transactions considering the various closing conditions; and any assumptions underlying any of the foregoing.

Such forward-looking statements speak only as of the date as of this proxy statement, and are based on the beliefs and assumptions of the Company’s management based on information currently available to management. They are and will be, as the case may be, subject to many risks, uncertainties and factors relating to the operations and business environments of the Company that may cause the actual results of the Company or its subsidiaries and the timing of certain events to be materially different from any future results, express or implied, in such forward-looking statements.

Factors that could cause or contribute to such differences include, but are not limited to, the following: (i) uncertainties as to the timing of the Merger; (ii) the risk that the Merger may not be completed on the anticipated terms in a timely manner or at all; (iii) the failure to satisfy any of the conditions to the consummation of the Merger, including receiving, on a timely basis or otherwise, the required approvals of the Merger by the Company stockholders; (iv) the possibility that competing offers or acquisition proposals for the Company will be made; (v) the possibility that any or all of the various conditions to the consummation of the Merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including in circumstances which would require the Company to pay a termination fee; (vii) 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; (viii) risks related to diverting management’s attention from the Company’s ongoing business operations; (ix) the risk that stockholder litigation in connection with the transactions contemplated by the Merger Agreement may result in significant costs of defense, indemnification and liability; and (x) certain restrictions during the pendency of the Merger that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; (xi) risks that the benefits of the Merger are not realized when and as expected; (xii) legislative, regulatory and economic developments; and (xiii) (A) any other risks discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Annual Report”) and the Company’s quarterly reports on Form 10-Q for the quarters ended March 31, 2024 and June 30, 2024 (the “Quarterly Reports”) filed by the Company with the SEC, and, in particular, the risk factors set forth under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Annual Report and the Quarterly Reports and (B) other risk factors identified from time to time in the Company’s other filings with the SEC. Filings with the SEC are available on the SEC’s website at http://www.sec.gov. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Other factors and assumptions not identified above may also affect the forward-looking statements, and these other factors and assumptions may also cause actual results to differ materially from those discussed.

The Company assumes no obligation to update such statements to reflect actual results, changes in assumptions or changes in other factors affecting such statements and expressly disclaims any obligation to revise or update publicly any forward-looking statements, except as required by applicable law.

All information contained in this proxy statement exclusively concerning Parent, Merger Sub and their affiliates has been supplied by Parent and Merger Sub and has not been independently verified by us.

THE PARTIES

BM Technologies, Inc.

The Company is a fintech company that facilitates deposits and banking services between a customer and our Partner Banks, Customers Bank and First Carolina Bank, which are FDIC insured banks. We provide state-of-the-art high-tech digital banking and disbursement services to consumers and students nationwide through a full service fintech banking platform, accessible to customers anywhere and anytime through digital channels. Our fintech business model leverages BaaS partners’ and University partners’ existing customer bases to achieve high volume, low-cost customer acquisition in our Higher Education and BaaS businesses.

The Company is not a bank, does not hold a bank charter, and does not provide banking services. Our Partner Banks, Customers Bank and First Carolina Bank, are subject to regulation by the Pennsylvania Department of Banking and Securities and the North Carolina Office of the Commissioner of Banks, respectively. Both Partner Banks are subject to the regulation of the Federal Reserve Bank and both are periodically examined by their regulatory authorities. The Company is subject to the regulations of the U.S. Department of Education, due to our Disbursement business, and is periodically examined by them.

The predecessor of the Company, BankMobile, was incorporated in May 2016 as a wholly-owned subsidiary of Customers Bank. On August 6, 2020, BankMobile entered into an Agreement and Plan of Merger, by and among Megalith, a special purpose acquisition company, MFAC Merger Sub Inc., a wholly-owned subsidiary of Megalith, BankMobile and Customers Bank, the sole stockholder of BankMobile, pursuant to which BankMobile merged with and into MFAC Merger Sub Inc., with MFAC Merger Sub Inc. continuing as the Surviving Corporation. On January 4, 2021, the transactions were consummated and BankMobile became an independent company after the completion of a divestiture transaction and was rebranded BM Technologies, Inc.

The Company’s principal executive offices are located at 201 King of Prussia Road, Suite 650, Wayne, PA 19087, and its telephone number is (877) 327-9515. Shares of Company common stock and Company Public Warrants are listed on the NYSE American under the trading symbol “BMTX” and “BMTX.WT”, respectively.

Additional information about the Company is contained in its public filings with the SEC, which filings are incorporated by reference herein. See the section of this proxy statement entitled “Where You Can Find Additional Information”.

Parent

First Carolina Bank is a North Carolina chartered, non-member community bank with a developed presence in the Carolinas, Virginia, and Georgia. As a full-service banking institution, First Carolina Bank can handle all financial needs for individuals and businesses as well as wealth management services through its trust division, First Carolina Wealth, and its strategic partnership with Raleigh-based Capital Investment Companies. Upon the consummation of the transactions contemplated by the Merger Agreement and related agreements, the Company will be a wholly-owned subsidiary of Parent.

The principal executive office of Parent is 171 North Winstead Avenue, Rocky Mount, North Carolina 27804 with a telephone number of (252) 937-2152.

Merger Sub

Merger Sub is a Delaware corporation and a wholly-owned subsidiary of Parent that was formed solely for the purpose of entering into the Merger Agreement and related agreements and consummating the transactions contemplated thereby. Merger Sub has not conducted any business operations other than in connection with its formation and the transactions contemplated by the Merger Agreement and related agreements. Upon the consummation of the transactions contemplated by the Merger Agreement and related agreements, and Merger Sub will cease to exist.

The principal executive office of Merger Sub is C/O First Carolina Bank, 171 North Winstead Avenue, Rocky Mount, North Carolina 27804 with a telephone number of (252) 937-2152.

THE SPECIAL MEETING

We are furnishing this proxy statement to the holders of Company common stock as part of the solicitation of proxies by the Board for exercise at the Special Meeting and at any postponements or adjournments thereof.

Date, Time and Place

The Special Meeting will be held on January 3, 2025, at 12:00 p.m., Eastern Time, in a virtual-only meeting format. To access the Special Meeting, you should visit https://www.cstproxy.com/bmtechnologies/sm2024. All stockholders are entitled to attend the Special Meeting; however, you are entitled to participate, meaning you are entitled to vote and submit questions, at the Special Meeting only if you were a stockholder of record as of the close of business on the record date, or if you were a beneficial owner of Company shares as of the record date and you register in accordance with the instructions below.

Purpose of the Special Meeting

The Special Meeting is being held for the following purposes:

•        to consider and vote on the Merger Agreement Proposal;

•        to consider and vote on the Advisory Compensation Proposal; and

•        to consider and vote on the Adjournment Proposal.

A copy of the Merger Agreement is attached as Annex A to this proxy statement.

Recommendation of the Board

The Board has considered and evaluated, among other things, the presentations of the management of the Company, the presentations of the legal counsel of the Company, the presentations of and fairness opinion delivered to the Board by a financial advisor, and such other factors as the Board has deemed relevant in connection with the Merger Agreement, the Voting Agreements, and the transactions contemplated thereby. The Board unanimously (i) determined that the Merger and the other transactions contemplated by the Merger Agreement, and the transactions contemplated by the Voting Agreements, are fair to and in the best interests of, the Company and the Company stockholders, (ii) approved, adopted and declared the advisability of the Merger Agreement, the Voting Agreements and the consummation of the transactions contemplated thereby, including the Merger, (iii) directed that the Merger Agreement be submitted to the Company stockholders entitled to vote for adoption and (iv) recommended that the Company stockholders entitled to vote adopt the Merger Agreement. Accordingly, the Board recommends a vote “FOR” the Merger Agreement Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal. For a discussion of the factors that the Board considered in determining to recommend the approval of the Merger Agreement Proposal, please see the section of this proxy statement entitled “The Merger — Reasons for the Merger”.

Record Date and Stockholders Entitled to Vote

Only Company stockholders of record at the close of business on December 2, 2024, the record date for the Special Meeting, will be entitled to notice of, and to vote at, the Special Meeting and any postponement or adjournment thereof. As of the close of business on the record date, there were 12,088,487 shares of Company common stock outstanding and entitled to vote. Each Company stockholder is entitled to one vote per share of Company common stock held by such Company stockholder on the record date on each of the proposals presented in this proxy statement.

At the Special Meeting and for ten days prior to the Special Meeting, the names of stockholders entitled to vote at the Special Meeting will be available for inspection for any purpose germane to the meeting, between the hours of 9:00 a.m. and 5:00 p.m. Eastern Time, at the Company’s principal executive offices located at 201 King of Prussia Road, Suite 650, Wayne, Pennsylvania 19087, by contacting Louis Adimando, the General Counsel of the Company.

Quorum

The holders of a majority of all of the Company common stock issued and outstanding and entitled to vote at the Special Meeting, present in person or represented by proxy, constitutes a quorum of Company stockholders for the transaction of business at the Special Meeting. Virtual attendance at the Special Meeting constitutes presence in person for quorum purposes at the Special Meeting. Abstentions and broker non-votes will be counted as shares present for the purposes of determining the presence of a quorum for the transaction of business at the Special Meeting. However, as each of the proposals to be presented at the Special Meeting is considered “non-routine”, there will be no broker non-votes, and shares for which beneficial owners have not provided voting instructions to their banks, brokers or other nominees will NOT count for purposes of calculating whether a quorum is present at the Special Meeting. If a stockholder fails to authorize a proxy to vote its shares or to vote at the Special Meeting, or fails to instruct its broker, bank or other nominee on how to vote, the shares of Company common stock that such stockholder owns will not be counted for purposes of determining whether a quorum is present at the Special Meeting.

If a quorum is not present or represented at the Special Meeting, the person named as chair of the Special Meeting may adjourn the Special Meeting, without notice, if the time and place of the new meeting and the means of remote communication, if any, by which Company stockholders and proxy holders may be deemed to be present and vote at such adjourned meeting, are announced at the Special Meeting at which the adjournment is taken. If, however, the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, we will provide a notice of the adjourned meeting to each Company stockholder of record entitled to vote at the Special Meeting. In the event that a quorum is not present at the Special Meeting, or if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting, we expect that the Special Meeting will be postponed or adjourned to solicit additional proxies.

Vote Required

Approval of the Merger Agreement Proposal

The approval of the Merger Agreement Proposal requires the affirmative vote (in person or by proxy) of the holders of a majority of outstanding shares of Company common stock entitled to vote thereon. Under Delaware law and the Merger Agreement, the receipt of such required vote is a condition to the consummation of the Merger. Note that you may vote to approve the Merger Agreement Proposal and vote not to approve the Advisory Compensation Proposal or Adjournment Proposal and vice versa.

Abstentions and failures to vote (including a failure to authorize a proxy to vote on a Company stockholder’s behalf) will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

Pursuant to the Voting Agreements, the Supporting Holders have agreed to vote their shares in favor of the Merger, and as of the record date, the percentage of outstanding shares of Company common stock held by such Supporting Holders represents approximately 7.36% of the total voting power of Company. Accordingly, in addition to the shares held by such Supporting Holders, the Company will need an additional 5,154,034 shares of Company common stock (or about 42.64% of the outstanding Company common stock) to be voted in favor of the Merger Agreement Proposal to approve such proposal.

Approval of the Advisory Compensation Proposal

The approval of the Advisory Compensation Proposal requires the affirmative vote (in person or by proxy) of a majority of the votes cast on such proposal at the Special Meeting. Assuming a quorum is present at the Special Meeting, abstentions and failures to vote (including a failure to authorize a proxy to vote on a Company stockholder’s behalf) will have no effect on the outcome of the Advisory Compensation Proposal.

The vote on the Advisory Compensation Proposal is a vote separate and apart from the vote to approve the Merger Agreement Proposal. Because the vote on the Advisory Compensation Proposal is advisory only, it will not be binding on the Company, the Board, Parent or the Surviving Corporation. Accordingly, because the Company is contractually obligated to pay the compensation that may be paid or become payable to our named executive officers in connection with the consummation of the Merger, if the Merger is approved by our stockholders, such compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the vote on the Advisory Compensation Proposal.

Approval of the Adjournment Proposal

The approval of the Adjournment Proposal requires the affirmative vote (in person or by proxy) of a majority of the votes cast on such proposal at the Special Meeting. Assuming a quorum is present at the Special Meeting, abstentions and failures to vote (including a failure to authorize a proxy to vote on a Company stockholder’s behalf) will have no effect on the outcome of the Adjournment Proposal. The Company does not intend to call a vote on this proposal if the Merger Agreement Proposal is approved at the Special Meeting.

The vote on the Adjournment Proposal is a vote separate and apart from the vote to approve the Merger Agreement Proposal. Accordingly, you may vote to approve the Merger Agreement Proposal and vote not to approve the Adjournment Proposal and vice versa.

Approval of the Advisory Compensation Proposal and the Adjournment Proposal is not a condition to the consummation of the Merger.

A broker “non-vote” occurs when a bank, broker or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner, but does have discretionary voting power over other “routine” items and submits votes for those matters. The Company does not expect any broker non-votes at the Special Meeting because the rules applicable to banks, brokers and other nominees only provide such organization with discretionary authority to vote on proposals that are considered “routine”, whereas each of the proposals to be presented at the Special Meeting is considered “non-routine”. As a result, no bank, broker or other nominee will be permitted to vote your shares of Company common stock at the Special Meeting without receiving instructions.

Voting Procedures

Whether or not you plan to attend the Special Meeting and regardless of the number of shares of Company common stock you own, your careful consideration of, and vote on, the Merger Agreement is important and we encourage you to vote promptly.

If on the record date, you were a “record” holder of Company common stock (in other words, you held Company common stock in your own name in the stock register maintained by our transfer agent, Continental), to ensure that your shares of Company common stock are voted at the Special Meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the Special Meeting. In order to vote by proxy card, please complete, sign, date and mail the enclosed proxy card in the envelope provided or vote electronically as specified in the enclosed proxy card. Please allow sufficient time for mailing if you decide to vote by mail. You may also vote by attending the Special Meeting and voting during the live webcast.

If on the record date, you were the beneficial owner of Company common stock held in “street name” (in other words, your Company common stock was held in the name of your bank, broker or other nominee), you should have received a proxy card and voting instructions with these proxy materials from that organization rather than from the Company. In order to vote, complete and mail the proxy card received from your broker, bank or other nominee to ensure that your vote is counted. Alternatively, you may vote by telephone or over the internet as instructed by your broker. To vote at the Special Meeting, which will have the same effect as revoking any previously submitted voting instructions, you will need to register in advance. Please see “— Registering for the Special Meeting” below for information on how to register in advance. Without following the voting and/or registration instructions, your common stock held in “street name” will not be voted, which will have the same effect as a vote “AGAINST” the Merger Agreement Proposal and, assuming a quorum, will not have any effect on the Advisory Compensation Proposal and Adjournment Proposal.

For additional questions about the Merger, assistance in submitting proxies or voting, or to request additional copies of this proxy statement or the enclosed proxy card, please contact Innisfree, which is acting as the Company’s proxy solicitation agent in connection with the Merger, toll free at (877) 750-8338. Brokers may call at (212) 750-5833.

Registering for the Special Meeting

Stockholders of Record

If on the record date, you were a “record” holder of Company common stock (in other words, you held Company common stock in your own name in the stock register maintained by our transfer agent, Continental), then you do not need to register to virtually attend and participate in the Special Meeting. You may attend and participate by accessing https://www.cstproxy.com/bmtechnologies/sm2024 and selecting “I have a Control Number”. Enter the control number shown on your proxy card.

Beneficial (“Street Name”) Stockholders

If on the record date, you were the beneficial owner of Company common stock held in “street name” (in other words, your Company common stock was held in the name of your bank, broker or other nominee), you must register in advance to attend and participate in the Special Meeting. To register in advance, you must first obtain a legal proxy from your bank, broker or other nominee. Once you have received a legal proxy from your bank, broker or other nominee, please email a scan or image of it to our transfer agent and registrar, Continental, at proxy@continentalstock.com with “Legal Proxy” noted in the subject line. If you request a legal proxy from your bank, broker or other nominee, you should note that the issuance of the legal proxy will invalidate any prior voting instructions you have given and will prevent you from giving any further voting instructions to your bank, broker or other nominee to vote on your behalf and, in that case, you would only be able to vote at the Special Meeting.

Requests for registration must be received by Continental no later than 12:00 p.m. Eastern Time, on December 30, 2024. Upon receipt of your legal proxy, Continental will provide you with a control number by email. Once provided, you can attend and participate in the Special Meeting by accessing https://www.cstproxy.com/bmtechnologies/sm2024 and selecting “I have a Control Number”. Enter the control number provided by Continental.

How Proxies Are Voted

If you complete and submit your proxy card or voting instructions, the persons named as proxies will follow your instructions. If no such directions are indicated on a properly executed and returned proxy card, the persons named as proxies therein will have authority to vote in accordance with the Board’s recommendations.

Revocation of Proxies

For Company stockholders of record, any time after you have submitted a proxy card and before the proxy card is exercised, you may revoke or change your vote in one of three ways:

•        you may submit a new proxy card bearing a later date (which automatically revokes the earlier proxy or voting instructions) in accordance with the instructions detailed in the section of this proxy statement entitled “— Voting Procedures”; or

•        you may submit a written notice of revocation to the General Counsel at BM Technologies, Inc., 201 King of Prussia Road, Suite 650, Wayne, PA 19087; or

•        you may attend the Special Meeting and vote during the live webcast. Attendance at the Special Meeting will not, in itself, constitute revocation of a previously granted proxy.

Please note that if you want to revoke your proxy by sending a new proxy card or a written notice of revocation to the Company, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by the Company prior to the Special Meeting.

If you hold your shares in “street name”, you will need to revoke or resubmit your proxy through your broker, bank or other nominee and in accordance with its procedures. If your broker, bank or other nominee allows you to submit a proxy via the internet or by telephone, you may be able to change your vote by submitting a new proxy via the internet or by telephone (or by mail). In order to attend the Special Meeting and vote during the webcast, which will have the same effect as revoking any previously submitted voting instructions, you will need to obtain a legal proxy issued in your name from your broker, bank or other nominee, who is the Company stockholder of record in accordance with the instructions detailed in the section of this proxy statement entitled “— Registering for the Special Meeting”.

Solicitation of Proxies

The Company will bear the cost of soliciting proxies, including the expense of preparing, printing and distributing this proxy statement. In addition to soliciting proxies by mail, telephone or electronic means, we may request brokers to solicit their customers and will, upon request, reimburse them for the reasonable, out-of-pocket costs of forwarding proxy materials in accordance with customary practice and applicable SEC and NYSE American regulations. We may also use the services of our directors, officers and other employees to solicit proxies, personally or by telephone, without additional compensation. In addition, the Company has retained Innisfree M&A Incorporated (“Innisfree”) to solicit proxies at a total cost to the Company of approximately $50,000, plus reimbursement of customary out-of-pocket expenses.

Adjournments

Although it is not currently expected, the Special Meeting may be adjourned for the purpose of soliciting additional proxies. If a quorum is not present or represented at the Special Meeting, the chair of the Special Meeting may adjourn the Special Meeting, without notice, provided that the time and place of the new meeting and the means of remote communication, if any, by which Company stockholders and proxy holders may be deemed to be present and vote at such adjourned meeting, are announced at the Special Meeting at which the adjournment is taken. If, however, the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, we will provide a notice of the adjourned meeting to each Company stockholder of record entitled to vote at the Special Meeting. At such adjourned Special Meeting at which a quorum is present, any business may be transacted that might have been transacted at the Special Meeting as originally noticed.

Voting by Company Directors, Executive Officers and Principal Securityholders

As of the record date for the Special Meeting, the directors and executive officers of the Company beneficially owned in the aggregate 890,210 shares of Company common stock, or approximately 7.36% of the outstanding shares of Company common stock as of the record date. Pursuant to the Voting Agreements entered into among the Company, Parent, Merger Sub and the Supporting Holders, the Supporting Holders have agreed to vote their shares in favor of the Merger and to approve the Adjournment Proposal, if presented, at the Special Meeting. Accordingly, in addition to the shares held by such Supporting Holders, which comprise all directors and executive officers of the Company, the Company will need an additional 5,154,034 shares of Company common stock (or about 42.64% of the outstanding Company common stock) to be voted in favor of the Merger Agreement Proposal to approve such proposal. We currently expect that each of the directors and executive officers of the Company will vote all of his or her shares “FOR” each of the proposals to be presented at the Special Meeting.

The Company’s directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of the Company stockholders generally. For more information, please see the section of this proxy statement entitled “The Merger — Interests of the Company’s Directors and Executive Officers in the Merger”.

Appraisal Rights

If the Merger is consummated, persons who do not wish to accept the Merger Consideration are entitled to seek appraisal of their shares of Company common stock under Section 262 of the DGCL and, if all procedures described in Section 262 of the DGCL are strictly complied with, to receive payment in cash for the fair value of their shares of Company common stock exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court, together with interest, if any, to be paid upon the amount determined to be the fair value. The “fair value” of your shares of Company common stock as determined by the Delaware Court may be more or less than, or the same as, the Merger Consideration that you are otherwise entitled to receive under the Merger Agreement. These rights are known as “appraisal rights”. This proxy statement serves as a notice of such appraisal rights pursuant to Section 262 of the DGCL.

Persons who exercise appraisal rights under Section 262 of the DGCL will not receive the Merger Consideration they would otherwise be entitled to receive pursuant to the Merger Agreement. They will receive an amount determined to be the “fair value” of their shares of Company common stock following petition to, and an appraisal by, the Delaware Court. Persons considering seeking appraisal should recognize that the fair value of their shares of Company common stock determined under Section 262 of the DGCL could be more than, the same as or less than the Merger Consideration they would otherwise be entitled to receive pursuant to the Merger Agreement. Strict compliance with the procedures set forth in Section 262 of the DGCL is required. Failure to comply strictly with all of the procedures set forth in Section 262 of the DGCL may result in the withdrawal, loss or waiver of appraisal rights. Consequently, and in view of the complexity of the provisions of Section 262 of the DGCL, persons wishing to exercise appraisal rights are urged to consult their legal and financial advisors before attempting to exercise such rights.

A holder of record or a beneficial owner of shares of Company common stock who (i) continuously holds such shares on and from the date of the making of the demand through the Effective Time, (ii) has not consented to or otherwise voted in favor of the Merger or otherwise withdrawn, lost or waived appraisal rights, (iii) strictly complies with all procedures for exercising appraisal rights under Section 262 of the DGCL, (iv) does not thereafter withdraw his, her or its demand for appraisal of such shares or otherwise lose his, her or its rights to seek appraisal and (v) in the case of a beneficial owner, a person who (A) reasonably identifies in his, her or its demand the holder of record of the shares for which the demand is made, (B) provides documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be and (C) provides an address at which such beneficial owner consents to receive notices given by the Company and to be set forth on the Chancery List (as defined in the section of this proxy statement entitled “The Merger — Appraisal Rights”), may be entitled to receive the fair value of his, her or its shares of Company common stock exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court, together with interest, if any, to be paid upon the amount determined to be the fair value. The summary included herein does not constitute legal or other advice, nor does it constitute a recommendation that persons seek to exercise their appraisal rights under Section 262 of the DGCL. Failure to comply timely and properly with the requirements of Section 262 of the DGCL will result in the loss of a person’s appraisal rights under the DGCL. A person who loses his, her or its appraisal rights will be entitled to receive the Merger Consideration under the Merger Agreement.

A copy of Section 262 of the DGCL may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. The summary included herein is not a complete statement of the law relating to appraisal rights and is qualified in its entirety by reference to the full text of Section 262 and any amendments thereto after the date of this proxy statement. Any person who desires to exercise his, her or its appraisal rights should review carefully Section 262 of the DGCL and is urged to consult his, her or its legal and financial advisors before electing or attempting to exercise such rights. If you hold your shares of Company common stock through a broker, bank or other nominee, and you wish to exercise appraisal rights, you should consult with such broker, bank or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such broker, bank or other nominee. For more information, please see the section of this proxy statement entitled “The Merger — Appraisal Rights”.

Other Matters

Pursuant to the DGCL and the Company’s by-laws, only the matters set forth in the notice of Special Meeting may be brought before the Special Meeting.

Assistance

If you have any questions or need assistance in registering, completing your proxy card or have questions regarding the Special Meeting, please contact Innisfree, which is acting as the Company’s proxy solicitation agent in connection with the Merger, toll free at (877) 750-8338. Brokers may call at (212) 750-5833.

PROPOSAL 1: MERGER AGREEMENT PROPOSAL

General

We are asking holders of Company common stock to consider and vote on the adoption of the Merger Agreement. A copy of the Merger Agreement is attached as Annex A to this proxy statement and is incorporated by reference in this proxy statement in its entirety.

Pursuant to the Merger Agreement, subject to the terms and conditions thereof, Merger Sub will merge with and into the Company, with the Company continuing as the Surviving Corporation and a wholly owned subsidiary of Parent. If the Merger is consummated, holders of Company common stock will be entitled to receive the Merger Consideration in cash, without interest and subject to any withholding of taxes required by applicable law, in exchange for each share of Company common stock (other than excluded shares and appraisal shares) such holder owns at the Effective Time. You are urged to carefully read this proxy statement in its entirety for more detailed information concerning the Merger and the Merger Agreement, including the information set forth under the sections of this proxy statement captioned “The Merger” and “The Merger Agreement”.

As discussed in the sections of this proxy statement entitled “The Merger — Recommendation of the Board” and “The Merger — Reasons for the Merger”, the Board determined that it was fair to and in the best interests of the Company for the Company to enter into the Merger Agreement and approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement.

Approval of this proposal is a condition to the consummation of the Merger. In the event this proposal is not approved, the Merger cannot be consummated.

Vote Required

Adoption of the Merger Agreement requires the affirmative vote (in person or by proxy) of the holders of a majority of the voting power represented by the outstanding shares of Company common stock that are entitled to vote thereon in accordance with the DGCL. Abstentions and failures to vote (including a failure to authorize a proxy to vote on a Company stockholder’s behalf) will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

Each Company stockholder is entitled to one vote per share of Company common stock held by such stockholder on the record date on the Merger Agreement Proposal.

Pursuant to the Voting Agreements, the Supporting Holders have agreed to vote their shares in favor of the Merger, and as of the record date, the percentage of outstanding shares of Company common stock held by such Supporting Holders represents approximately 7.36% of the total voting power of Company. Accordingly, in addition to the shares held by such Supporting Holders, the Company will need an additional 5,154,034 shares of Company common stock (or about 42.64% of the outstanding Company common stock) to be voted in favor of the Merger Agreement Proposal to approve such proposal.

Recommendation of the Board

The Board recommends a vote “FOR” the approval of the Merger Agreement Proposal.

PROPOSAL 2: ADVISORY COMPENSATION PROPOSAL

General

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Rule 14a-21(c) under the Exchange Act, we are asking holders of Company common stock to approve, by advisory (non-binding) vote, the compensation that may be paid or become payable to our named executive officers in connection with the consummation of the Merger. As required by those rules, the Company is asking holders of Company common stock to vote on the approval of the following resolution:

“RESOLVED, that the Company stockholders approve, on an advisory (non-binding basis), the compensation that will or may become payable to by the Company to its named executive officers in connection with the consummation of the Merger, as disclosed pursuant to Item 402(t) of Regulation S-K in the table entitled “Potential Payments to Named Executive Officers”, including the associated narrative discussion, and the agreements, arrangements or understandings pursuant to which such compensation may be paid or become payable”.

Vote Required

The approval of the Advisory Compensation Proposal requires the affirmative vote (in person or by proxy) of at least a majority of the votes cast by the Company stockholders present in person or represented by proxy at the meeting and entitled to vote thereon. Assuming a quorum, abstentions will not be considered votes cast and therefore will have no effect on the outcome of the Advisory Compensation Proposal.

Each Company stockholder is entitled to one vote per share of Company common stock held by such stockholder on the record date on the Advisory Compensation Proposal.

The vote on this Advisory Compensation Proposal is a vote separate and apart from the vote to approve the Merger Agreement Proposal. Accordingly, you may vote to approve the Merger Agreement Proposal and vote not to approve this Advisory Compensation Proposal and vice versa.

As discussed above, the Advisory Compensation Proposal is an advisory vote and therefore is not binding on the Company or the Board. Furthermore, the Merger is not conditioned on the separate approval of the Advisory Compensation Proposal. Accordingly, regardless of the outcome of the non-binding advisory vote on the Advisory Compensation Proposal, as the Company is contractually obligated to pay such compensation, if the Merger is consummated, such compensation will be paid or become payable, subject only to the conditions applicable thereto.

Recommendation of the Board

The Board recommends a vote “FOR” the approval of the Advisory Compensation Proposal.

THE MERGER

Overview

The Company is seeking the adoption by the holders of Company common stock of the Merger Agreement the Company entered into on October 24, 2024 with Parent and Merger Sub. Under the terms of the Merger Agreement, subject to the satisfaction or (if permissible under applicable law) waiver of specified conditions, Merger Sub will be merged with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Parent. The Board has unanimously approved and declared advisable the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and recommends that Company stockholders vote to adopt the Merger Agreement.

Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. This chronology does not purport to catalogue every conversation of or among members of the Board, the Company’s management, the Company’s advisors or any other person.

The Board, together with the Company’s management, regularly evaluates the Company’s historical performance, future growth prospects and long-term strategic plan and considers various strategic opportunities available to the Company as well as ways to enhance stockholder value and the Company’s performance and prospects, including in light of the business, competitive, regulatory, financing and economic environment and developments in the Company’s industry. These reviews have included discussions as to whether the Company should continue to execute on its strategy as a stand-alone company.

On March 16, 2023, the Company, through its wholly-owned subsidiary, entered into a Deposit Processing Services Agreement, as amended (the “2023 Parent DPSA”) with Parent, which provides that Parent will establish and maintain deposit accounts and other banking services in connection with customized products and services offered by the Company to its higher education institution clients, and the Company will provide certain services in connection with the accounts. Under the 2023 Parent DPSA, Parent retains any and all revenue generated from the funds held in the deposit accounts, and in exchange, pays the Company a deposit servicing fee that is based on a calculation provided by the terms therein, based on average monthly deposit balances and subject to certain contractual adjustments, and a monthly interchange fee equal to all debit card interchange revenues on the demand deposit accounts, minus an interchange share percentage.

On February 26, 2024, Ms. Luvleen Sidhu, the Chief Executive Officer of the Company, spoke with Mr. Ronald A. Day, the Chief Executive Officer of Parent, about certain matters related to the commercial relationship between the Company and Parent. As part of the overall conversation on the various ways to strengthen the strategic relationship between the Company and Parent, Ms. Sidhu inquired whether Parent had contemplated acquiring the Company, and Mr. Day expressed Parent’s interest in potentially pursuing an acquisition of the Company. Ms. Sidhu indicated to Mr. Day that the Company would consider any transaction proposal Parent may make. No specific proposals were made or discussed and they agreed to revisit the potential acquisition at a later time.

On March 6, 2024, Ms. Sidhu spoke with Mr. Day, during which discussion Mr. Day requested that they begin working on a financial and regulatory analysis of a potential transaction. Ms. Sidhu and Mr. Day mutually agreed to continue discussions of a potential transaction in April 2024 after the Company’s filing of its Form 10-K for 2023.

Between March 2024 and April 2024, Parent submitted to the Company via Wedbush Securities Inc. (“Wedbush”), Parent’s financial advisor, a list of due diligence questions, which addressed a wide range of business diligence topics including the Company’s technology, growth opportunities and cost saving measures. In a subsequent call between Ms. Sidhu and Mr. Day in mid-April 2024, it was agreed that Parent would submit a preliminary letter of intent by June 15, 2024 if the Company provided Parent with responses to the due diligence questions by early May 2024. In early May 2024, representatives of Parent were provided with access to an electronic data room and the opportunity to submit diligence requests and conduct diligence sessions. Between that time and the entry into the Merger Agreement, representatives of Company management and Parent had numerous calls regarding due diligence.

On May 7, 2024, the Board held a meeting by videoconference, with Company management and a representative from the Company’s legal advisor at the time, in attendance, to discuss a potential transaction with Parent. The legal advisor reviewed with the Board its fiduciary duties and other legal matters in the context of a review of a potential sale transaction. Following discussion, the Board was supportive of management continuing to have informal discussions with, and providing diligence materials to, Parent.

On June 14, 2024, representatives of Parent sent the Company’s management a draft non-binding letter of intent to acquire the Company in an all-cash transaction. The draft non-binding letter of intent indicated, among other terms, that (i) Parent would acquire all of the issued and outstanding shares of the Company common stock at a value between $4.50 and $5.00 per share of Company common stock in cash subject to an upward adjustment of up to $0.99 per share if certain operational metrics for fiscal year 2024 were met at or prior to the Closing of the potential transaction and (ii) a closing condition that the Company’s tangible common equity be equal to or greater than approximately $21.5 million. The Company’s closing stock price as of June 14, 2024 was $3.13 per share.

On June 18, 2024, the Board held a meeting by videoconference, with Company management and a representative from the Company’s legal advisor at the time, in attendance, to discuss the key terms of the draft non-binding letter of intent previously received from Parent. As part of this discussion, Ms. Sidhu summarized the Company management’s current views regarding the operational risks associated with the Company’s business going forward in light of the regulatory climate at the time and the anticipated interest rate environment. The Company management also reviewed with the Board the Company’s updated financial model and the estimates for the 2024 and 2025 revenue forecast and discussed the estimated organic growth of the Company and the headwinds facing organic growth in both the BaaS business and the student business. Mr. James Donahue, the President of the Company, provided additional context regarding the then-current operations of the Company and the Company’s ability to generate revenue under the operating model in light of such headwinds. Mr. Ajay Asija, the Chief Financial Officer of the Company, also summarized the key assumptions in the Company’s operating budget at the time, the current valuation metrics that management was considering when evaluating the proposed non-binding letter of intent and how the proposed per share price compared with the then-current trading price of the Company’s stock. Following the discussion of these and certain other items among the members of the Board, including the planned response, the possible structures of the sale and the effect any potential transaction may have on relationships with third parties, the Board authorized Company management to continue discussions with Parent and to provide a response to the draft non-binding letter of intent. The Company’s closing stock price as of June 18, 2024 was $2.57 per share.

From June 18, 2024 until the execution of the non-binding letter of intent on July 5, 2024, representatives of the Company exchanged correspondence with Parent and its representatives related to the draft non-binding letter of intent, including (i) the Company’s initial proposal of a fixed per share price of $5.90 without any adjustments based on operational metrics after due consideration of the pros and cons of a purchase price adjustment and the potential downside risk and (ii) Parent’s counterproposal of $5.00 per share subject to an adjustment based on the Company’s tangible common equity.

On July 3, 2024, representatives of Parent sent the Company management a revised draft of the non-binding letter of intent. The revised draft non-binding letter of intent contemplated that (i) Parent would acquire all of the issued and outstanding shares of the Company common stock at a value of up to $5.25 per share of Company common stock in cash subject to a reduction of the purchase price by the difference between $19 million and the Company’s tangible common equity at the Closing if the Company’s tangible common equity at the Closing be less than $19 million, and (ii) a closing condition that the Company’s tangible common equity is equal to or greater than $19 million. The draft letter of intent also included a provision that would provide Parent with exclusivity until August 14, 2024 and certain other terms and conditions relating to the proposed transaction. The Company’s closing stock price as of July 3, 2024 was $2.28 per share.

On July 3, 2024, the Board authorized the Company management to further negotiate and execute the revised draft non-binding letter of intent by unanimous written consent.

The letter of intent was executed by the Company and Parent on July 5, 2024.

On July 8, 2024, the Company and Parent entered into an exclusivity agreement with respect to the proposed transaction. The exclusivity agreement had an initial term expiring on August 14, 2024, but provided for (i) an automatic extension to August 31, 2024 if the Company and Parent were and have been negotiating in good faith towards entering into a definitive transaction agreement at the time of the expiration of the initial term and (ii) automatic seven day extensions thereafter so long as the Company and Parent were and have been negotiating in good faith towards entering into a definitive transaction agreement.

On July 9, 2024, the Company entered into a confidentiality agreement with Parent. The confidentiality agreement did not include a standstill provision.

During the discussions between the Company and Parent, Mr. Day expressed his expectation that following the Closing of any potential transaction, (i) Mr. Donahue would be expected to continue employment with Parent and receive a new employment agreement and (ii) Ms. Sidhu may join the board of directors of Parent and/or enter into a consulting agreement with Parent. The specifics of these arrangements were not discussed at such time. In August 2024, the Company engaged White & Case LLP (“White & Case”) to act as legal counsel in connection with the Company’s proposed transaction with Parent.

On August 14, 2024, the Company had its earnings call for the second quarter of 2024. On the earnings call, Ms. Sidhu discussed, among other things, that the Company had received inbound interest for the Company’s business at a value substantially higher than the stock price at the time and the Board has encouraged the Company management to explore all strategic options that enhance stockholder value.

On August 27, 2024, a draft of the Merger Agreement prepared by Covington & Burling LLP (“Covington”), legal counsel to Parent, was provided to Company management. This draft of the Merger Agreement provided for, among other things, a purchase price adjustment based on the tangible common equity of the Company; a condition that the final tangible common equity of the Company be no less than an amount to be determined; a no-shop provision; an obligation on the Company to reimburse Parent (up to an unspecified cap) for expenses in connection with a termination of the Merger Agreement where the requisite approval from the Company stockholders is not obtained or where Parent terminates for the Company’s breach of the Merger Agreement; and execution of Voting Agreements by certain unspecified stockholders concurrently with the execution of the Merger Agreement. The draft did not permit a change in the Board’s recommendation for the transaction with Parent in connection with an intervening event; did not include a regulatory termination fee; and did not propose a specific amount for the termination fee payable by the Company to Parent upon certain terminations of the Merger Agreement. The Company’s closing stock price as of August 27, 2024 was $2.92 per share.

From August 27, 2024 until the execution of the Merger Agreement on October 24, 2024, representatives of White & Case had calls and exchanged correspondence with representatives of Covington related to the draft Merger Agreement and other related draft transaction documentation.

On or around September 4, 2024, Ms. Sidhu and Mr. Day had a conversation regarding the Merger Consideration. Mr. Day explained that based on Parent’s diligence he believed the Company would have a lower tangible common equity than Parent previously expected. As such, Mr. Day conveyed that Parent could no longer support a price of $5.25 per share and instead suggested a price of $4.75 per share. During the course of these discussions, Mr. Day and Ms. Sidhu discussed a possible price of $5.10 per share with an adjustment based on the tangible common equity of the Company subject to the Board’s approval. The Company’s closing stock price as of September 4, 2024 was $2.84 per share.

On September 6, 2024, the Board held a meeting by videoconference, with Company management and representatives of Janney and White & Case in attendance. Prior to the meeting, the representatives of Janney confirmed that Janney had not previously provided investment banking services to Parent. Following discussion, the Board approved the terms of the proposed form of engagement letter providing for Janney’s engagement as the Company’s financial advisor in connection with a potential sale of the Company, which was executed by Company management and representatives of Janney on September 6, 2024. Among other things, the Board discussed with its advisors and the Company management the status of the potential sale transaction with Parent, the proposed purchase price, the Company’s standalone prospects, the regulatory and interest rate headwinds facing the Company and how other banks would likely evaluate a potential transaction with the Company. Representatives of White & Case reviewed with the Board its fiduciary duties and other legal matters in the context of a review of a potential sale transaction. Following discussion, the Board determined that before making a decision regarding the price proposed by Parent, it would need to receive a financial presentation from Janney at a subsequent meeting, but it was prepared to continue engaging with Parent on the Merger Agreement and other transaction terms. The Board also directed Company management not to have any discussions with Parent about potential continuing roles at the Company or Parent following the Closing of the potential transaction unless and until expressly allowed by the Board, and not before all material terms of a transaction, including the price, had been approved. The Company’s closing stock price as of September 6, 2024 was $2.79 per share.

Following the meeting of the Board on September 6, 2024, Ms. Sidhu called Mr. Day to convey that the Board was still evaluating the proposed share price of $5.10 with an adjustment based on the tangible common equity of the Company but that the Company was willing to move forward on negotiating the terms of the Merger Agreement.

On September 8, 2024, the Board held a meeting by videoconference, with Company management and representatives of White & Case in attendance to discuss the latest status of the potential sale transaction with Parent. Representatives of White & Case delivered a presentation regarding the terms of the draft Merger Agreement received from Parent and the potential responses thereto. Among other things, the Board discussed the pros and cons of proposing a go-shop provision in the Merger Agreement. Following discussion, the Board instructed that, as an initial matter, the Company should propose a go-shop with a 1.25% termination fee during the go-shop period and a 2.5% termination fee thereafter. The Board then discussed the treatment of regulatory matters in Parent’s draft of the Merger Agreement. After discussion, the Board instructed that, as an initial matter, the Company should propose a “hell or high water” efforts standard and a reverse termination fee in the event the deal does not close because of regulatory impediments.

Later on September 8, 2024, White & Case, on behalf of the Company, sent a revised draft of the Merger Agreement to Covington, on behalf of Parent. This version of the Merger Agreement, among other changes, proposed: a per share purchase price based on a set value and removed the purchase price adjustment based on the tangible common equity of the Company and the closing condition related to the Company having a minimum tangible common equity at Closing; a 45-day go shop period with a Company termination fee of 1.25% of the fully diluted equity value of the Company during such period and 2.5% of the fully diluted equity value of the Company after such period; a fiduciary out in the context of an intervening event; a reverse termination fee of 15% of the fully diluted equity value of the Company if the transaction does not close due to regulatory issues; and a “hell-or-high-water” regulatory covenant. The revised draft also removed an obligation by the Company to reimburse Parent for its transaction expenses up to a cap in the event that the Merger Agreement was terminated as a result of a breach by the Company or the Required Stockholder Approval was not received.

On September 16, 2024, Mr. Day called Ms. Sidhu and informed her that in no event would Parent agree to a deal with a “go-shop”. He explained that Parent was unwilling to be a “stalking horse”, but that he could consider potentially releasing the Company from its pre-signing exclusivity agreement and delaying signing if the Company believed it needed to engage in a pre-signing market check.

On September 16, 2024, the Board held a meeting by video conference, with Company management and representatives of White & Case and Janney in attendance. Representatives of Janney reviewed with the Board its preliminary financial analyses, which included a discussion on the updated projections. Ms. Sidhu also updated the Board on her recent discussions with Mr. Day, including their discussions regarding the “go-shop”. Among other things, the members of the Board discussed the risk of delaying signing. They also discussed that a short window for a pre-signing market check was unlikely to be of much value to the Company or its stockholders because of the likely limited number of potential acquirors (in part due to the exclusive arrangement between Parent and the Company with respect to the Company’s deposits under the 2023 Parent DPSA), the low likelihood of identifying or negotiating a deal with another acquiror during that short window, the potential regulatory issues that could be posed by other potential acquirors and the potential risk of losing the Parent deal if the signing was delayed. The Board then discussed Parent’s position on the adjustable purchase price based on the Company’s tangible common equity and the necessity for Parent’s feedback on this point as well as the other potential issues in the Merger Agreement. The Company’s closing stock price as of September 16, 2024 was $3.26 per share.

On September 19, 2024, Covington, on behalf of Parent, sent a revised draft of the Merger Agreement to White & Case, on behalf of the Company. This version of the Merger Agreement, among other changes, reinstated the purchase price adjustment based on the tangible common equity of the Company; removed the “hell-or-high-water” regulatory efforts covenant; removed the reverse termination fee; removed the go shop provision; and reinstated an obligation by the Company to reimburse Parent for its transaction expenses up to a cap in the event that the Merger Agreement was terminated as a result of a breach by the Company or the Required Stockholder Approval was not received. The Company’s closing stock price as of September 19, 2024 was $3.33 per share.

Between September 2024 and October 2024, representatives of the Company and Parent engaged in numerous discussions regarding the material terms of the potential transaction, including the Merger Consideration, closing conditions and regulatory matters.

On September 21, 2024, Ms. Sidhu sent an e-mail to Mr. Day (i) setting forth the Company’s estimate of the Company’s tangible common equity as of the expected signing as of September 30, 2024 and as of December 31, 2024 and (ii) asserting that the Board is unable to commit to a per share price below $5.00 per share. In response to the foregoing email, Mr. Day agreed with Ms. Sidhu that the per share price (a) will be a fixed amount that would not be subject to any adjustments and (b) will not be lower than a per share price of $5.00 per share.

On September 24, 2024, White & Case, on behalf of the Company, sent a revised draft of the Merger Agreement to Covington, on behalf of Parent. This version of the Merger Agreement, among other changes, removed the purchase price adjustment based on the tangible common equity of the Company and proposed a per share price of $5.00; proposed 1.25% of the fully diluted equity value of the Company as the amount of the Company termination fee; reinstated a reverse termination fee of 15% of the fully diluted equity value of the Company; proposed that the exclusivity arrangement between the Company and Parent under the 2023 Parent DPSA would terminate in the event the reverse termination fee becomes payable; proposed an obligation on Parent to reimburse the Company for out-of-pocket costs and expenses related to the Company’s engagement of outside accountants and auditors in connection with any filings with the SEC after January 1, 2025 and prior to the Closing and removed the Company’s obligation to reimburse Parent for any expenses in connection a termination where the stockholders vote down the transaction or where the Company breached its obligations. The Company’s closing stock price as of September 24, 2024 was $3.26 per share.

In addition, Covington, on behalf of Parent, sent to White & Case, on behalf of the Company, an initial draft of the Voting Agreement on September 24, 2024.

On October 1, 2024, Covington, on behalf of Parent, sent a revised draft of the Merger Agreement to White & Case, on behalf of the Company. This version of the Merger Agreement, among other changes, removed the reverse termination fee of 15% of the fully diluted equity value of the Company and instead proposed a reimbursement (of up to $1,500,000) for out-of-pocket costs incurred by the Company for outside counsel and outside financial advisors in connection with the evaluation and negotiation of the Merger Agreement if the Merger Agreement is terminated due to certain regulatory reasons; agreed to a per share purchase price based on a set value and the removal of the purchase price adjustment based on the tangible common equity of the Company; removed the obligation to terminate the exclusivity arrangement between the Company in Parent in 2023 Parent DPSA in the event the reverse termination fee becomes payable; and eliminated Parent’s obligation to reimburse the Company for out-of-pocket costs and expenses related to the Company’s engagement of outside accountants and auditors in connection with any filings with the SEC after January 1, 2025 and prior to the Closing.

On October 7, 2024, White & Case, on behalf of the Company, sent a revised draft of the Merger Agreement to Covington, on behalf of Parent. This version of the Merger Agreement, among other changes, proposed a reverse termination fee of $5,000,000 and an uncapped reimbursement for out-of-pocket costs incurred by the Company for outside counsel and outside financial advisors in connection with the evaluation and negotiation of the Merger Agreement if the Merger Agreement is terminated due to certain regulatory reasons; and reinstated Parent’s obligation to reimburse the Company for out-of-pocket costs and expenses related to the Company’s engagement of outside accountants and auditors in connection with any filings with the SEC after January 1, 2025 and prior to the Closing.

On October 17, 2024, Covington, on behalf of Parent, sent a revised draft of the Merger Agreement to White & Case, on behalf of the Company. This version of the Merger Agreement, among other changes, proposed a Company termination fee of 3% of the fully diluted equity value of the Company; and removed the reverse termination fee of $5,000,000 and instead proposed a reimbursement (of up to $2,000,000) for out-of-pocket costs incurred by the Company for outside counsel and outside financial advisors in connection with the evaluation and negotiation of the Merger Agreement if the Merger Agreement is terminated due to certain regulatory reasons.

From October 17, 2024 until the execution of the Merger Agreement on October 24, 2024, representatives of the Company and White & Case exchanged correspondence with Parent and Covington related to the terms and conditions of the Merger Agreement and other related transaction documentation and the parties ultimately agreed on a $2,750,000 Company termination fee and a Parent reimbursement fee for certain out-of-pocket costs of the Company, in the aggregate up to $2,750,000.

On the afternoon of October 24, 2024, the Board held a videoconference meeting attended by representatives of Janney and White & Case during which (i) White & Case reviewed the final terms and conditions set forth in the Merger Agreement and Voting Agreements with the Board, (ii) the Board engaged in discussion with White & Case regarding the Merger Agreement and Voting Agreements and the terms and conditions thereof, (iii) Janney discussed its financial analysis with respect to the Merger Consideration to be provided pursuant to the Merger Agreement, (iv) the Board engaged in discussion regarding the financial analysis and asked questions regarding such analysis which were answered to the Board’s satisfaction by Janney and (v) at the Board’s request, Janney rendered its opinion to the Board, as of October 24, 2024, that the Merger Consideration to be received by the Company stockholders pursuant to the Merger Agreement is fair, from a financial point of view, to such holders. The Board then unanimously (a) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to,

and in the best interest of, the Company and the Company stockholders, (b) approved, adopted and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, (c) directed that the Merger Agreement be submitted to the Company stockholders entitled to vote for adoption and (d) recommended that the Company stockholders entitled to vote adopt the Merger Agreement.

Following the meeting of the Board, representatives of the Company and Parent executed the Merger Agreement and the other transaction documents on October 24, 2024.

The following morning, on October 25, 2024, the Company issued a press release announcing the execution of the Merger Agreement and the proposed terms of the acquisition by Parent.

Recommendation of the Board

At a special meeting of the Board on October 24, 2024, after consideration, including of the material factors described in the section below entitled “— Reasons for the Merger”, and detailed discussions with the Company’s management and its outside legal and financial advisors, at such meeting and prior meetings of the Board, the Board unanimously:

•        determined that the Merger Agreement, the Voting Agreements, and the transactions contemplated thereby, including the Merger, are fair to, and in the best interest of, the Company and the Company stockholders;

•        approved, adopted and declared the advisability of the Merger Agreement, the Voting Agreements, and the consummation of the transactions contemplated thereby, including the Merger;

•        directed that the Merger Agreement be submitted to the Company stockholders entitled to vote for adoption; and

•        recommended that the Company stockholders entitled to vote adopt the Merger Agreement.

Reasons for the Merger

As described above in the section entitled “— Background of the Merger”, prior to and in reaching its unanimous determination to (i) declare that it is advisable and fair to, and in the best interests of, the Company and Company stockholders, that the Company enter into the Merger Agreement and consummate the Merger, (ii) approve the Merger Agreement and the consummation of the Merger contemplated thereby, including the Merger, (iii) recommend that the Company stockholders entitled to vote adopt the Merger Agreement and (iv) direct that the Merger Agreement be submitted to the Company’s stockholders entitled to vote for adoption, the Board consulted with and received the advice of its financial advisor and outside legal counsel, discussed certain issues with Company management and considered a variety of factors weighing positively in favor of the Merger, the Merger Agreement and the transactions contemplated thereby, including the following non-exhaustive list of material factors (not necessarily in order of relative importance):

•        the $5.00 per share price of Company common stock to be paid in cash, which represented a premium of approximately:

•        55% over the trading price per share as of October 24, 2024; and

•        90% over the trading price per share as of August 14, 2024, the day before the Company disclosed that it had inbound interest.

•        the Board’s understanding of the Company’s business, operations, financial condition, earnings, prospects, competitive position and the nature of the industry in which the Company competes;

•        the Board’s understanding of the risks and uncertainties in the industry in which the Company operates, and the risks that the Company would face if it continued to operate on a stand-alone public company basis, including:

•        risks relating to regulatory changes, including that in 2024, there was a proposed regulatory change that could impact BaaS providers, potentially requiring partner banks to categorize deposits sourced through certain BaaS arrangements as broker deposits rather than core deposits. If finalized, this change could materially decrease the value to partner banks of the deposits gained through certain BaaS partnerships;

•        risks relating to compliance with existing and future applicable laws and regulations, especially the rules and regulations applicable to the Company and the deposits and banking services that the Company provides to its customer and Partner Banks; and

•        other risks and uncertainties, including the risk factors set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and on Form 10-Q for the fiscal quarters ended March 31, 2024 and June 30, 2024.

•        the Board’s assessment of potential risks, rewards and uncertainties associated with remaining an independent public company as a possible strategic alternative to the sale of the entire Company (including the potential value to Company stockholders based on the Company’s strategic plan that could be expected to be generated from remaining an independent public company), and the Board’s resulting determination that such alternative did not represent an attractive alternative to the Merger;

•        the Board’s consideration of the current state of the economy and uncertainty surrounding forecasted economic conditions in the near term and the long term, which could negatively affect the Company’s financial performance;

•        the fact that the Merger Consideration is all cash, which provides certainty, immediate value and liquidity to Company stockholders immediately upon the Closing of the Merger, especially when viewed against any internal or external risks and uncertainties associated with the Company’s stand-alone strategy;

•        the financial analyses reviewed and discussed with the Board by representatives of Janney, as well as the oral opinion of Janney, subsequently confirmed in writing, which written opinion is attached to this proxy statement as Annex C, rendered to the Board, that as of October 24, 2024, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Janney as set forth in Janney’s written opinion, the Merger Consideration to be received by the Company stockholders (other than the excluded shares and appraisal shares) pursuant to the Merger Agreement was fair from a financial point of view to such Company stockholders, as set forth in such opinion as more fully described below in the section of this proxy statement entitled “— Opinion of the Company’s Financial Advisor”;

•        the Board’s belief that it was unlikely that other potential counterparties would engage in a transaction with the Company at the same or better price and other terms offered by Parent for the reasons described above in the section entitled “— Background of the Merger”;

•        the Board’s belief that, if the Company did not enter into the Merger Agreement with Parent, there could be a considerable period of time, if ever, before the trading price per share of the Company common stock would reach and sustain the per share price of $5.00 as adjusted for present value (even assuming full realization of Company management’s projections);

•        the Board’s belief that the existing deposit exclusivity arrangements with Parent could be viewed by other potential counterparties unfavorably, which could make it difficult to pursue a transaction with other potential counterparties;

•        the Company’s operating and financial performance and its prospects, including certain prospective forecasts for the Company prepared by Company management, which reflect an application of various assumptions of Company management, and the inherent uncertainty of achieving Company management’s prospective forecasts, as set forth below under the section entitled “— Certain Financial Forecasts”, and that as a result the Company’s actual financial results in future periods could differ materially from Company management’s forecasts;

•        the Board’s belief that, based on discussions with Parent, the $5.00 per share Merger Consideration represented the best and final offer and the highest price per share of Company common stock that Parent or any other potential counterparty would be willing to pay and any request for a further price increase would have created a meaningful risk that Parent might determine not to enter into the transaction and to

terminate the negotiations, in which event Company stockholders would lose the opportunity to obtain the proposed $5.00 per share of Company common stock in cash being offered and the benefits associated therewith;

•        the timing of the Merger and the risk that if the Company did not accept Parent’s offer at the time it was made, the Company might not have another opportunity to do so;

•        the fact that a transaction with Parent is less likely to encounter regulatory impediments than a transaction with other potential bank counterparties;

•        the provisions of the Merger Agreement that permit the Company to seek specific performance of Parent to perform its obligations under the Merger Agreement,;

•        the provisions of the Merger Agreement that permit the Company, in response to certain unsolicited Acquisition Proposals, to furnish information to and conduct discussions and negotiations with third parties prior to obtaining the Required Stockholder Approval under certain circumstances and, under certain conditions, to accept a Superior Proposal, and the Company’s corresponding right to terminate the Merger Agreement (subject to the payment to Parent of the Company termination fee of $2.75 million and certain rights of Parent to match the Superior Proposal) in order to enter into a definitive agreement providing for the consummation of such Superior Proposal;

•        the provisions of the Merger Agreement that permit the Board, prior to obtaining the Required Stockholder Approval to withhold, withdraw, qualify or modify (or publicly propose or resolve to withhold, withdraw, qualify or modify) in a manner adverse to Parent its recommendation that our stockholders vote to adopt the Merger Agreement, under certain circumstances and subject to certain conditions set forth in the Merger Agreement, relating to a Superior Proposal or an Intervening Event, subject to payment to Parent of the Company termination fee of $2.75 million if Parent elects to terminate the Merger Agreement in such circumstances, and that the amount of the Company termination fee is comparable to termination fees in transactions of a similar size, is reasonable, would not likely deter competing bids and would not likely be required to be paid unless the Company entered into a more favorable transaction;

•        the other terms and conditions of the Merger Agreement, which were reviewed by the Board with the Company’s outside legal counsel and financial advisors, and the fact that such terms were the product of arm’s-length negotiations between the parties;

•        the high probability that the Merger would be consummated because if the Merger Agreement is terminated in certain circumstances, Parent will need to pay a reimbursement fee to the Company, not to exceed $2.75 million in the aggregate, for certain expenses of the Company;

•        the high probability that the Merger would be completed in a reasonable timeframe and in an orderly manner, which could reduce the period during which the Company’s business would be subject to the potential uncertainty of Closing and related disruption;

•        the fact that resolutions approving the Merger were unanimously approved by the Board, which is comprised of a majority of independent directors who are not affiliated with the Company and are not employees of the Company or any of its subsidiaries;

•        the fact that the Merger would be subject to the approval of our stockholders, and our stockholders would be free to reject the Merger by voting against the adoption of the Merger Agreement;

•        the fact that no vote of Parent’s shareholders would be required to consummate the Merger;

•        the availability of appraisal rights under the DGCL to Company stockholders who comply with all of the required procedures for perfecting appraisal rights under the DGCL in connection with the Merger, including the fact that such stockholders will have the right to demand appraisal and payment of the fair value of their shares as determined by the Delaware Court, as further described in the section entitled “— Appraisal Rights”; and

•        the level of Company stockholder support for the Merger on the terms set forth in the Merger Agreement as is evidenced by the fact that Company stockholders which collectively owned approximately 7.04% of the outstanding shares of Company common stock as of the date of the Merger Agreement executed the Voting Agreements.

In the course of its deliberations, the Board also considered a variety of risks and other countervailing factors related to the Merger Agreement and the Merger, including the following material factors:

•        the potential upside in the Company’s stand-alone strategic plan;

•        the pre-signing exclusivity arrangement with Parent, which prevented the Company from soliciting alternative acquisition proposals;

•        the possibility that the Merger might not be completed on the terms or timeline currently contemplated or at all due to a failure of certain conditions, including with respect to any required approval of the transaction by regulatory authorities;

•        the risks and costs to the Company if the Merger does not close in a timely manner or at all, including:

•        the trading price of Company common stock may decline to the extent that the market price of the Company common stock currently reflects positive market assumptions that the Merger will be consummated;

•        the potential negative impact on the Company’s ability to attract, hire and retain key employees, as current and prospective employees may experience uncertainty about their future roles with the Company following the Merger;

•        the potential disruption to the Company’s business and distraction of its workforce and management team from day-to-day operations and from pursuing other opportunities that could be beneficial to the Company, in each case without realizing any of the benefits of having the Merger completed;

•        reputational harm to the Company’s relationships with investors, customers, suppliers, business partners and other third parties due to the adverse perception of any failure to successfully complete the Merger;

•        the fact that Company stockholders will have no ongoing equity interest in the surviving corporation following the Merger, meaning that Company stockholders will not (by virtue of their holding Company common stock) participate in the Company’s potential future earnings or growth;

•        the restrictions on the conduct of the Company’s business prior to the consummation of the Merger, which may delay or prevent the Company from undertaking certain business opportunities that may arise or any other action that it might otherwise take with respect to the operations and strategy of the Company, even if such actions could prove beneficial to the Company;

•        the risk that the parties may incur significant costs and material delays resulting from seeking regulatory approvals and other clearances, consents and approvals necessary for consummation of the Merger;

•        the provisions of the Merger Agreement that restrict the Company’s ability to solicit or participate in discussions or negotiations regarding alternative Acquisition Proposals with third parties, subject to specified exceptions;

•        the possibility that the Company’s obligation to pay the Company termination fee of $2.75 million to Parent upon the termination of the Merger Agreement under certain circumstances could discourage other potential acquirors from making an alternative proposal to acquire the Company; and

•        the significant costs involved in connection with negotiating the Merger Agreement and consummating the Merger, such as legal, accounting, financial advisory and integration costs, and the fact that if the Merger is not consummated, the Company may be required to bear such costs.

•        the possibility that, although the Merger provides the Company stockholders the opportunity to realize a premium to the price at which Company common stock traded prior to the public announcement of the Merger, the price of Company common stock might have increased in the future to a price greater than the Merger Consideration;

•        the risk of litigation in connection with the execution of the Merger Agreement and the consummation of the Merger and the other transactions contemplated therein;

•        the fact that an all-cash transaction would be taxable to the Company stockholders that are U.S. holders for U.S. federal income tax purposes; and

•        various other risks associated with the Merger and the business of the Company, as more fully described above in the section entitled “Cautionary Statement Regarding Forward — Looking Statements”.

In addition, the Board was aware of and considered the fact that the Company’s directors and executive officers have financial interests in the Merger that may be different from, or in addition to, those of the Company stockholders generally, as described more fully below in the section entitled “Interests of the Company’s Directors and Executive Officers in the Merger”.

The foregoing discussion of the factors considered by the Board is not intended to be exhaustive, but rather includes the material factors considered by the Board. The Board unanimously reached the conclusion to (i) determine and declare that it is advisable and fair to, and in the best interests of, the Company and Company stockholders, that the Company enter into the Merger Agreement and consummate the transactions contemplated thereby, including the Merger, (ii) approve the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, (iii) recommend that the Company stockholders entitled to vote adopt the Merger Agreement and (iv) direct that the Merger Agreement be submitted to the Company’s stockholders entitled to vote for adoption in light of the factors described above and other factors that the Board believed were appropriate. In view of the wide variety of factors considered by the Board in connection with its evaluation of the Merger and the complexity of these matters, the Board did not consider it practical, and did not attempt, to quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision and did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the Board. Rather, the Board made its recommendation based on the totality of the information available to the Board, including discussions with, and questioning of, the Company’s management and its outside financial and legal advisors. In considering the factors discussed above, individual members of the Board may have given different weights to different factors.

This explanation of the Board’s reasons for its recommendations and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors described in the section of this proxy statement entitled “Cautionary Statement Regarding Forward — Looking Statements”.

Certain Financial Forecasts

The following summary of the Company projections is included in this proxy statement to give the Company stockholders access to non-public information that was provided solely to the Board in connection with its evaluation of the Merger and the transactions contemplated thereby, and that was also provided to the Company’s financial advisor in connection with its analyses and opinion.

The Company generally does not disclose projections of its expected future financial performance, revenues, earnings or other results due to, among other reasons, the inherent difficulty of accurately predicting financial performance for future periods and the uncertainty and subjectivity of the underlying assumptions and estimates.

The Company projections (as defined below) were not prepared for the purpose of public disclosure. However, a summary of the Company projections has been included in this section to provide the Company stockholders access to this financial information. The inclusion of the summary of the Company projections in this section should not be regarded as a form of financial guidance or an indication that the Company, Janney or any other recipient of this information considered, or now considers, it to be necessarily predictive of actual future results and it should not be relied upon as such.

The Company projections in this section were not prepared on a basis designed to comply with the published guidelines of the SEC regarding financial forecasts and forward-looking statements or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts. The Company projections in this section have been prepared by, and are the responsibility of, Company management. Neither the Company’s independent registered public accounting firm nor any other independent accountants have compiled, examined or performed any procedures with respect to the Company projections summarized in this section, nor expressed any opinion or any other form of assurance with respect to this information or its achievability and assume no responsibility for, and disclaim any association with, the prospective financial information. The report of the Company’s independent registered public accounting firm contained in the Company Annual Report on Form 10-K for the year ended December 31, 2023, which is incorporated by reference into this proxy statement, relates to the Company’s historical financial statements. It does not extend to the Company projections in this section and should not be read to do so.

Although presented with numerical specificity, the Company projections in this section are subject to and reflect the use of variables, estimates and assumptions that are inherently uncertain, susceptible to multiple interpretations and may be beyond the control of the Company, Parent or the Surviving Corporation, and which may prove not to have been accurate at the time they were prepared or at any time during the period covered by the Company projections in this section. The achievement of the results included in the Company projections in this section is subject to many risks and uncertainties. Important factors that may affect actual results and cause actual results to differ materially from the Company projections in this section include, but are not limited to, risks and uncertainties relating to the Company’s business (including its ability to achieve strategic goals and the effects that the Merger may have on its business), industry performance, the laws to which the Company is subject, general business and economic conditions, market and financial conditions, tax rates, transactions or events that were not anticipated at the time the Company projections in this section were prepared, various risks set forth in the Company’s public filings with the SEC incorporated by reference herein and various risks and other factors described or referenced in the section entitled “Cautionary Statement Regarding Forward-Looking Statements”.

The Company projections in this section do not necessarily reflect the Company’s current estimates and do not necessarily take into account any circumstance, transaction or event occurring after the date the Company projections in this section were prepared and some or all of the assumptions that had been made in the Company projections in this section and certain events and results after such date may have differed from the assumptions utilized in the Company projections in this section or might lead to different assumptions being utilized if forecasts were subsequently prepared. The Company projections in this section do not give effect to the Merger or the potential synergies that may be achieved by the combined company as a result of the Merger nor do they take into account the effect of any failure of the Merger to occur. Actual results may have differed and may continue to differ, and may differ materially, from those contained in the Company projections in this section. For all the reasons discussed in this section, there can be no assurance that the Company projections in this section will be realized.

Neither the Company nor its affiliates, officers, directors or other representatives, gives any Company stockholder or any other person any assurance that forecasted results will be realized or that financial results of the Company prepared after the date the Company projections in this section were prepared do not and will not differ materially from the Company projections in this section and, except as otherwise required by law, none of the Company, Parent or the Surviving Corporation undertakes any obligation to update or otherwise revise or reconcile the Company projections in this section to reflect circumstances existing after the date the Company projections in this section were prepared, or to reflect the occurrence of future events, or to make any such update or other revision or reconciliation publicly available, even in the event that any or all of the assumptions and estimates underlying the Company projections in this section are shown to be in error.

Readers of this proxy statement are cautioned not to place undue reliance on the Company projections in this section. No representation is made by the Company, Parent, Janney or any other person to any Company stockholder or anyone else regarding, and none of the Company, Parent or Janney assumes any responsibility for, the validity, reasonableness, accuracy or completeness of the Company projections in this section. The inclusion of the summary of the Company

projections in this section should not be regarded as an indication that the Company, Janney or any other recipient of this information considered, or now considers, the Company projections in this section to be material or to be a reliable prediction of actual future results.

The summary of the Company projections in this section covers multiple years and this information by its nature becomes subject to greater uncertainty with each successive year. The Company projections in this section should be evaluated, if at all, in conjunction with the historical financial statements and other information contained in this proxy statement and the Company’s public filings with the SEC incorporated by reference herein.

The Company projections in this section reflect various assumptions and estimates that Company management made in good faith for illustrative purposes at the time that the Company projections in this section were prepared, all of which are difficult to predict and many of which are beyond the control of the Company, Parent or the Surviving Corporation, including economic, competitive, regulatory and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industry in which Parent and the Company operate and the risks and uncertainties described in the “Cautionary Statement Regarding Forward-Looking Statements” section.

The Company uses certain financial measures in the Company projections that are not in accordance with GAAP as supplemental measures to evaluate operational performance. While the Company believes that non-GAAP financial measures provide useful supplemental information, there are limitations associated with the use of non-GAAP financial measures. Non-GAAP financial measures are not prepared in accordance with GAAP, are not reported by all of the Company’s competitors and may not be directly comparable to similarly titled measures of the Company’s competitors. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP. Financial measures included in forecasts (including the Company projections) provided to a board of directors or financial advisor in connection with a business combination or asset acquisition transaction are excluded from the definition of “non-GAAP financial measures” under the rules of the SEC, and therefore the Company projections are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not provided to or relied upon by the Board or Janney in connection with the Merger. Accordingly, no reconciliation of the financial measures included in the Company projections is provided in this proxy statement.

Company management prepared certain non-public unaudited financial projections for the Company as a stand-alone company, without giving effect to the Merger, for the fiscal years ending December 31, 2024 through December 31, 2025 (the “June 2024 Projections”), which were discussed with the Board at its meeting held on June 18, 2024. The June 2024 Projections were provided by Company management to Parent in connection with its consideration of the potential strategic transaction.

In addition, in connection with the Company’s ongoing evaluation of the proposed transaction, in September 2024 Company management prepared a set of projections updating the June 2024 Projections (the “September 2024 Projections”) to reflect (i) the actual results for the second quarter of 2024 and (ii) updated projections for the fiscal years ending December 31, 2024 through December 31, 2029, which updated projections took into account certain adjustments relating to, among other things, (a) changes in the federal funds interest rate, (b) lower average 90 day active accounts and spend volume in Vibe, (c) lower T-Mobile Money average deposits, spend and number of average 90 day active accounts and (d) a one-time NextGen implementation cost in the second quarter of 2024. The September 2024 Projections were relied upon by the Board in reaching its determination on October 24, 2024 to adopt, approve and declare advisable the Merger Agreement and the transactions contemplated thereby and to recommend that the Company stockholders vote to adopt the Merger Agreement, and were the only projections prepared by Company management that were approved by the Company for use by Janney in connection with rendering its oral opinion delivered to the Board, which was subsequently confirmed by delivery of a written opinion dated as of October 24, 2024, and performing its financial analysis in connection therewith, as summarized in the section of this proxy statement entitled “— Opinion of the Company’s Financial Advisor”. The September 2024 Projections were not made available to Parent.

The June 2024 Projections and the September 2024 Projections are collectively referred to as the “Company projections”.

The following table sets forth a summary of the Company projections. The summary of the Company projections is not included in this proxy statement to induce any Company stockholder to vote in favor of approving the Merger Agreement Proposal or approving any other proposals to be voted on at the Special Meeting.

June 2024 Projections

September 2024 Projections

____________

(1)      “Adjusted EBITDA” is, for each applicable year, net income (loss) plus each of the following: (i) loss (gain) on fair value of warrant liability, (ii) depreciation and amortization, (iii) share based compensation expenses, (iv) interest, (v) taxes, (vi) merger and acquisition related expenses, (vii) non-recurring restructuring charges and (viii) non-cash impairment changes.

(2)      “Adjusted EBITDA” is, for each applicable year, net income (loss) plus each of the following: (i) loss (gain) on fair value of warrant liability, (ii) depreciation and amortization, (iii) share based compensation expenses, (iv) interest, (v) taxes, (vi) merger and acquisition related expenses, (vii) non-recurring restructuring charges, (viii) non-cash impairment changes, and (ix) NextGen implementation costs.

Opinion of the Company’s Financial Advisor

Janney was retained by the Company to render a financial opinion in connection with a potential sale of the Company. The Company selected Janney based on Janney’s experience in transactions similar to the Merger, qualifications, expertise and reputation and its knowledge of the Company and its business and the industries in which the Company conducts its business. The Board requested that Janney evaluate the fairness, from a financial point of view, of the Merger Consideration to be received by the Company stockholders pursuant to the Merger Agreement.

Janney is acting as financial advisor to the Board in connection with the Merger. Janney is a registered broker-dealer providing investment banking services with substantial expertise in transactions similar to the Merger. As part of its investment banking activities, Janney is regularly engaged in the valuation of businesses and securities in connection with mergers, acquisitions, underwritings, private placements and valuations for estate, corporate and other purposes.

On October 24, 2024, Janney rendered its oral opinion, which was subsequently confirmed in writing, to the Board that, as of such date and subject to the assumptions made, matters considered and limitations of the review undertaken by Janney, the Merger Consideration to be received by the Company stockholders pursuant to the Merger Agreement was fair, from a financial point of view, to the Company stockholders.

The full text of Janney’s written opinion dated October 24, 2024, which sets forth the assumptions made, matters considered and limitations of the review undertaken, is attached as Annex C to this proxy statement and is incorporated herein by reference. You are urged to, and should, read this opinion carefully and in its entirety in connection with this proxy statement. The summary of Janney’s opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of the opinion. Janney’s opinion speaks only as of the date of the opinion and does not reflect any developments that may have occurred, or may occur, after the date of its opinion and prior to the completion of the Merger.

No limitations were imposed by the Company on the scope of Janney’s investigation or the procedures to be followed by Janney in rendering its opinion. Janney was not requested to, and did not, make any recommendation to the Board as to the form or amount of the consideration to be paid to the Company stockholders, which was determined through arm’s length negotiations between the parties. In arriving at its opinion, Janney did not ascribe a specific range of values to the Company. Janney’s opinion is based on the financial and comparative analyses described below.

In connection with its opinion, Janney, among other things:

(i)     reviewed the historical financial performance, current financial position and general prospects of the Company and reviewed certain internal financial analyses prepared by the management team of the Company;

(ii)    reviewed the Merger Agreement;

(iii)   reviewed and analyzed the stock performance and trading history of the Company;

(iv)   studied and analyzed the financial and operating data of the Company;

(v)    considered the financial terms of the Merger as compared with the financial terms of comparable transactions and acquisitions in relevant sectors;

(vi)   considered the financial terms of the Merger as compared with certain financial and market information for similar companies for which information is publicly available;

(vii)  met and communicated with certain members of the Company to discuss their operations, historical financial statements and future prospects; and

(viii) conducted such other analyses and considered such other factors as Janney deemed appropriate.

Janney’s opinion was given in reliance on information and representations made or given by the Company and its officers, directors, auditors, counsel and other agents, and on filings, releases and other information issued by the Company including financial statements, financial projections, and stock price data as well as certain information from recognized independent sources. Janney did not independently verify the information concerning the Company nor any other data Janney considered in its review and, for purposes of its opinion, Janney assumed and relied upon the accuracy and completeness of all such information and data. Janney assumed that all forecasts and projections provided to it had been reasonably prepared and reflected the best currently available estimates and good faith judgments of the respective management team of the Company as to their most likely future financial performance. Janney expressed no opinion as to any financial projections or the assumptions on which they were based. Additionally, Janney assumed that the Merger is, in all respects, lawful under applicable law.

With respect to anticipated financial and other information relating to the general prospects of the Company, Janney assumed that such information had been reasonably prepared and reflected the best currently available estimates and good faith judgment of the management team of the Company as to their most likely future performance. Janney further relied on the assurances of the management team of the Company that they were not aware of any facts or circumstances that would make any of such information inaccurate or misleading. Janney was not asked to and did not undertake an independent verification of any of such information and Janney did not assume any responsibility or liability for the accuracy or completeness thereof. Janney assumed that all of the representations and warranties contained in the Merger Agreement and all related agreements were true and correct, that each party under the agreements will perform all of the covenants required to be performed by such party under the agreements, and that the conditions precedent in the agreements were not and will not be waived.

Janney’s opinion is based upon information provided to it by the management team of the Company, as well as market, economic, financial and other conditions as they existed and could be evaluated only as of the date of its opinion and accordingly, it speaks to no other period. Janney did not undertake to reaffirm or revise its opinion or otherwise comment on events occurring after the date of its opinion and did not have an obligation to update, revise or reaffirm its opinion. Janney’s opinion does not address the relative merits of the Merger or the other business strategies that the Board has considered or may be considering, nor does it address the underlying business decision of the Board to proceed with the Merger as opposed to any other transaction which may have been available to the Company. Janney’s opinion is for the information of the Board in connection with its evaluation of the Merger and does not constitute a recommendation to the Board in connection with the Merger or a recommendation to any Company stockholder as to how such stockholder should vote or act with respect to the Merger.

In connection with rendering its opinion, Janney performed a variety of financial analyses that are summarized below. This summary does not purport to be a complete description of such analyses. Janney believes that its analyses and the summary set forth herein must be considered as a whole and that selecting portions of such analyses and the factors considered therein, without considering all factors and analyses, could create an incomplete view of the analyses and processes underlying its opinion. The preparation of a fairness opinion is a complex process involving subjective judgments and is not necessarily susceptible to partial analysis or summary description. In arriving at its opinion, Janney considered the results of all of its analyses as a whole and did not attribute any particular weight to any analyses or factors considered by it. The range of valuations resulting from any particular analysis described below should not be taken to be Janney’s view of the actual value of the Company.

In its analyses, Janney made numerous assumptions with respect to industry performance, business and economic conditions, and other matters, many of which are beyond the control of the Company. Any estimates contained in Janney’s analyses are not necessarily indicative of actual future values or results, which may be significantly more or less favorable than suggested by such estimates. Estimates of values of companies do not purport to be appraisals or necessarily reflect the actual prices at which companies or their securities actually may be sold. No company or transaction utilized in Janney’s analyses was identical to the Company or the Merger. Accordingly, an analysis of the results described below is not mathematical; rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other facts that could affect the public trading value of the companies to which they are being compared. None of the analyses performed by Janney was assigned a greater significance by Janney than any other, nor does the order of analyses described represent relative importance or weight given to those analyses by Janney. The analyses described below do not purport to be indicative of actual future results, or to reflect the prices at which the Company common stock may trade in the public markets, which may vary depending upon various factors, including changes in interest rates, dividend rates, market conditions, economic conditions and other factors that influence the price of securities.

In accordance with customary investment banking practice, Janney employed generally accepted valuation methods in reaching its opinion. The following is a summary of the material financial analyses that Janney used in providing its opinion on October 24, 2024. Some of the summaries of financial analyses are presented in tabular format. In order to understand the financial analyses used by Janney more fully, you should read the tables together with the text of each summary. The tables alone do not constitute a complete description of Janney’s financial analyses, including the methodologies and assumptions underlying the analyses, and if viewed in isolation could create a misleading or incomplete view of the financial analyses performed by Janney. The summary data set forth below do not represent and should not be viewed by anyone as constituting conclusions reached by Janney with respect to any of the analyses performed by it in connection with its opinion. Rather, Janney made its determination as to the fairness to the Company stockholders of the Merger Consideration, from a financial point of view, on the basis of its experience and professional judgment after considering the results of all of the analyses performed. Accordingly, the data included in the summary tables and the corresponding imputed ranges of value for the Company should be considered as a whole and in the context of the full narrative description of all of the financial analyses set forth in the following pages, including the assumptions underlying these analyses. Considering the data included in the summary table without considering the full narrative description of all of the financial analyses, including the assumptions underlying these analyses, could create a misleading or incomplete view of the financial analyses performed by Janney.

In connection with rendering its opinion and based upon the terms of the Merger Agreement reviewed by it, Janney assumed the effective aggregate indicated Merger Consideration to be $54.0 million in enterprise value and $66.6 million in equity value. For purposes of its analysis, Janney considered the Company’s financials as of June 30, 2024. For the purposes of reflecting trailing Adjusted EBITDA and earnings multiples for the Company below, Janney calculated Adjusted EBITDA and earnings numbers, reversing the impact of transaction related expenses and other non-recurring expenses. The transaction pricing multiples and ratios for the Merger Consideration relative to June 30, 2024 financials (the Company’s most recent financial data) and forward projections for 2024 and 2025 are set forth in Table 1 below.

Comparison of Selected Companies.    Janney reviewed and, as reflected in Table 1 below, compared the multiples and ratios of the offer price to the Company’s last 12 months, 2024 expected and 2025 expected revenue, Adjusted EBITDA and earnings (such multiples referred to herein as the “pricing multiples”), with the median pricing multiples for the current trading prices of the common stock of both a peer group of selected public financial technology companies and payment processors (Flywire Corp., Green Dot Corporation, Paysign, Inc., Dave Inc., Pagaya Technologies Ltd., Payoneer Global Inc. and Euronet Worldwide Inc.) and a group of depository institutions with non-interest bearing deposits as a percentage of deposits over 60% (CVB Financial Corp., The Bancorp, Inc., Pathward Financial, Inc. and FFB Bancorp).

Table 1

____________

(1)      Peer metrics are based on prices as of market close on October 22, 2024.

(2)      Adj. EPS is calculated using ((GAAP Net Income + Taxes + Depreciation and Amortization) multiplied by (1 - assumed tax rate of 29.49%))/Fully Diluted Shares.

Analysis of Financial Technology and Payments Transactions.    Janney analyzed certain information relating to recent transactions in the Financial Technology and Payments industries, consisting of seven transactions announced in the United States since January 1, 2016 with disclosed pricing (“Fintech/Payment Transactions”). Janney also looked at seven Bank transactions announced since 2023 with targets headquartered in the United States, assets under $1 billion, and non-interest-bearing deposits greater than 30% (the “Bank Transactions”). Janney then reviewed and compared the pricing multiples of the offer price and the median pricing multiples of the selected transaction values.

Table 2

Fintech/Payments Transactions

Table 3

Bank Transactions

____________

(1)      Adj. EPS is calculated using ((GAAP Net Income + Taxes + Depreciation and Amortization) multiplied by (1 - assumed tax rate of 29.49%))/Fully Diluted Shares.

Discounted Cash Flow Analysis.    Janney compared the offer price for the Company to the present value of the Company’s projected cash flows (treating stock-based compensation as a cash expense for purposes of this projection). The analysis was based upon management’s projected income statement, capital expenditures and working capital needs and a 17.5% weighted average cost of capital (“WACC”). The valuation included two sensitivity analyses that provided a range for the present value of the Company. The first sensitized the present value using a range of 7.0x to 9.0x for the Terminal Adjusted EBITDA multiple and a range of 16.5% to 18.5% for the WACC, resulting in an implied equity value of $53.2 million to $65.5 million. The second sensitized the present value using a range of 3.0% to 5.0% for the perpetuity growth rate and a range of 16.5% to 18.5% for the WACC, resulting in an implied equity value of $33.5 million to $39.2 million. This analysis does not purport to be indicative of actual future results and does not purport to reflect the prices at which shares of Company common stock may or would trade in the public markets. A discounted cash flow analysis was included because it is a widely used valuation methodology, but the results of such methodology are highly dependent upon the numerous assumptions that must be made, including Adjusted EBITDA, capital expenditures, working capital needs and the appropriate discount rate.

As described above, Janney’s opinion was just one of the many factors taken into consideration by the Board in making its determination to approve the Merger.

Other Relevant Factors

In addition to the valuation methodologies noted above, Janney prepared an analysis of premiums paid for publicly disclosed transactions announced during or after October 2019. The analysis reviewed premiums paid for the full population of disclosed deals as well as transactions disclosed in the Financial Services and Financial Technology sector. Janney then reviewed and compared the premiums of the offer price and the median premiums paid of the selected transactions in Table 4 below.

Table 4

____________

(1)      1-Day premium analysis based on 10/22/2024 closing prices of $3.41.

Janney also reviewed additional company-specific risks that could impact the value of the business but were not contemplated as part of the valuation analysis including interest rate risk, regulatory risk, and concentration risk.

Janney, as part of its investment banking business, regularly is engaged in the valuation of assets, securities and companies in connection with various types of asset and security transactions, including mergers, acquisitions, private placements, public offerings and valuations for various other purposes, and in the determination of adequate consideration in such transactions. In the ordinary course of Janney’s business as a broker-dealer, it may, from time to time, purchase securities from, and sell securities to, the Company, Parent, and/or their respective affiliates. In the ordinary course of business, Janney may also actively trade the securities of the Company for its own account and/or for the accounts of customers and accordingly may at any time hold a long or short position in such securities.

Pursuant to the engagement agreement between the Company and Janney, the Company agreed to pay Janney a cash fee equal to $500,000 upon delivery of the fairness opinion. Janney’s fee for rendering the fairness opinion was not contingent upon any conclusion that Janney reached or upon completion of the Merger. The Company has also agreed to indemnify Janney against certain liabilities, and reimburse Janney for certain out-of-pocket expenses, that may arise out of Janney’s engagement.

Prior Engagements by the Company and Parent.    Janney has not had any material relationship with the Company or Parent during the past two years in which compensation was received or was intended to be received. Janney may provide services to the Company in the future (and/or to Parent and/or to the Company if the Merger is not consummated), although as of the date of Janney’s opinion, there was no agreement to do so nor any mutual understanding that such services are contemplated.

Janney’s opinion was approved by Janney’s fairness opinion committee. Janney did not express any opinion as to the fairness of the amount or nature of the compensation to be received in the Merger by any of the officers, directors, or employees of any party to the Merger Agreement, or any class of such persons, relative to the compensation to be received by the Company stockholders in the Merger.

Certain Effects of the Merger

If the Required Stockholder Approval is obtained, the other conditions to the Closing of the Merger are either satisfied or (to the extent permitted by law) waived and the Merger is consummated, Merger Sub will be merged with and into the Company upon the terms set forth in the Merger Agreement and in accordance with the DGCL. As the Surviving Corporation in the Merger, the Company will continue to exist following the Merger as a wholly-owned subsidiary of Parent.

At the Effective Time, each share of Company common stock issued and outstanding immediately prior to the Effective Time (other than excluded shares and appraisal shares) will be canceled and converted into the right to receive $5.00 in cash, without interest and less any applicable withholding taxes. Company stockholders who properly and validly exercise and do not withdraw their appraisal rights will have a right to receive payment of the “fair value” of their shares as determined pursuant to an appraisal proceeding, as contemplated by Section 262 of the DGCL. For more information, please see the section of this proxy statement entitled “ — Appraisal Rights”. Following the consummation of the Merger, all of the Company common stock will be beneficially owned by Parent, and none of the current holders of Company common stock will, by virtue of the Merger, have any ownership interest in, or be a stockholder of, the Company, the Surviving Corporation or Parent. As a result, following the consummation of the Merger, the current holders of common stock will no longer benefit from any increase in the value, nor will they bear the risk of any decrease in the value, of the Company. Following the consummation of the Merger, Parent will benefit from any increase in the Company’s value and also will bear the risk of any decrease in the Company’s value.

Please see the section of this proxy statement entitled “The Merger Agreement — Consideration to be Received in the Merger”.

For information regarding the effects of the Merger on the Company’s outstanding Company Stock Awards, please see the section below entitled “— Interests of the Company’s Directors and Executive Officers in the Merger” and the section of this proxy statement entitled “The Merger Agreement — Treatment of Company Stock Awards”.

Shares of Company common stock and Company Public Warrants are currently registered under the Exchange Act and listed on NYSE American under the trading symbols “BMTX” and “BMTX.WT”, respectively. Following the consummation of the Merger, shares of Company common stock or Company Public Warrants will no longer be traded on NYSE American or any other public market. In addition, the registration of Company common stock and the Company Public Warrants under the Exchange Act are expected to be terminated, and, upon such termination, the Company will no longer be required to file periodic and other reports with the SEC.

Effects on the Company if the Merger Is Not Consummated

In the event that the Required Stockholder Approval is not obtained or if the Merger is not consummated for any other reason, Company stockholders will not receive any payment for their shares of Company common stock in connection with the Merger. Instead, the Company will remain an independent public company, the Company common stock will continue to be listed and traded on NYSE American, the Company common stock will continue to be registered under the Exchange Act and the Company stockholders will continue to own their shares of Company common stock and will continue to be subject to the same general risks and opportunities as they currently are with respect to ownership of the Company common stock.

If the Merger is not consummated, there is no assurance as to the effect of these risks and opportunities on the future value of your Company common stock, including the risk that the market price of Company common stock may decline to the extent that the current market price of the Company common stock reflects a market assumption that the Merger will be consummated. If the Merger is not consummated, there is no assurance that any other transaction acceptable to the Company will be offered or that the business, operations, financial condition, earnings or prospects

of the Company will not be adversely impacted. Pursuant to the Merger Agreement, under certain circumstances the Company is permitted to terminate the Merger Agreement in order to enter into an alternative transaction. Please see the section of this proxy statement entitled “The Merger Agreement — Termination of the Merger Agreement”.

Under certain circumstances, if the Merger is not consummated, the Company may be obligated to pay to Parent a $2.75 million termination fee and, under certain other specified circumstances, Parent will be required to reimburse the Company any reasonable, documented and out-of-pocket costs and expenses incurred by the Company prior to the termination of the Merger Agreement, with respect to the Company’s engagement of its outside counsel and outside financial advisors in connection with the evaluation and negotiation of the Merger Agreement, and its external auditor in connection with the Company’s performance of its obligations under the Merger Agreement, collectively in the aggregate up to $2.75 million. Please see the section of this proxy statement entitled “The Merger Agreement — Termination Fees”.

Financing of the Merger

The Merger is not subject to any financing condition. Parent expects to fund the Merger Consideration with available cash. Parent has represented to the Company that it will have, at the Effective Time, funds available that are sufficient to consummate the Merger on the terms contemplated by the Merger Agreement and to perform its obligations under the Merger Agreement.

Appraisal Rights

If the Merger is consummated, persons who do not wish to accept the Merger Consideration are entitled to seek appraisal of their shares of Company common stock under Section 262 and, if all procedures described in Section 262 of the DGCL are strictly complied with, to receive payment in cash for the fair value of their shares of Company common stock exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court, together with interest, if any, to be paid upon the amount determined to be the fair value. The “fair value” of your shares of Company common stock as determined by the Delaware Court may be more or less than, or the same as, the Merger Consideration that you are otherwise entitled to receive under the Merger Agreement. These rights are known as “appraisal rights”. This proxy statement serves as a notice of such appraisal rights pursuant to Section 262 of the DGCL.

Persons who properly exercise appraisal rights under Section 262 of the DGCL will not receive the Merger Consideration they would otherwise be entitled to receive pursuant to the Merger Agreement. They will receive an amount determined to be the “fair value” of their shares of Company common stock following petition to, and an appraisal by, the Delaware Court. Persons considering seeking appraisal should recognize that the fair value of their shares of Company common stock determined under Section 262 of the DGCL could be more than, the same as or less than the Merger Consideration they would otherwise be entitled to receive pursuant to the Merger Agreement. Strict compliance with the procedures set forth in Section 262 of the DGCL is required. Failure to comply strictly with all of the procedures set forth in Section 262 of the DGCL may result in the withdrawal, loss or waiver of appraisal rights. Consequently, and in view of the complexity of the provisions of Section 262 of the DGCL, persons wishing to exercise appraisal rights are urged to consult their legal and financial advisors before attempting to exercise such rights.

A holder of record or a beneficial owner of shares of Company common stock who (i) continuously holds such shares on and from the date of the making of the demand through the Effective Time, (ii) has not consented to or otherwise voted in favor of the Merger or otherwise withdrawn, lost or waived appraisal rights, (iii) strictly complies with all the procedures for exercising appraisal rights under Section 262 of the DGCL, (iv) does not thereafter withdraw his, her or its demand for appraisal of such shares or otherwise lose his, her or its rights to seek appraisal and (v) in the case of a beneficial owner, a person who (A) reasonably identifies in his, her or its demand the holder of record of the shares for which the demand is made, (B) provides documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be and (C) provides an address at which such beneficial owner consents to receive notices given by the Company and to be set forth on the Chancery List (as defined below), may be entitled to receive the fair value of his, her or its shares of Company common stock exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court, together with interest, if any, to be paid upon the amount determined to be the fair value. The following summary does not constitute legal or other advice, nor does it constitute a recommendation that

persons seek to exercise their appraisal rights under Section 262 of the DGCL. A copy of Section 262 of the DGCL may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. Failure to comply timely and properly with the requirements of Section 262 of the DGCL will result in the loss of a person’s appraisal rights under the DGCL. A person who loses his, her or its appraisal rights will be entitled to receive the Merger Consideration under the Merger Agreement.

Section 262 of the DGCL requires that where a merger is to be submitted for approval at a meeting of stockholders, the stockholders be notified that appraisal rights will be available not less than 20 days before the meeting to vote on the merger. Such notice must include either a copy of Section 262 or information directing the stockholders to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. This proxy statement constitutes the Company’s notice to our stockholders that appraisal rights are available in connection with the Merger, in compliance with the requirements of Section 262.

If you elect to demand appraisal of your shares of Company common stock, you must satisfy each of the following conditions: you must deliver to the Company a written demand for appraisal of your shares of Company common stock before the taking of the vote on the Merger, which demand must reasonably inform us of the identity of the holder of record of shares of Company common stock who intends to demand appraisal of his, her or its shares of Company common stock and, for beneficial owners only, such demand must be accompanied by documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be, and must provide an address at which such beneficial owner consents to receive notices given by the Company and to be set forth on the Chancery List; you must not vote or submit a proxy in favor of the Merger Agreement Proposal; you must hold your shares of Company common stock continuously through the Effective Time; and you must comply with the other applicable requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote abstaining from or voting against the Merger Agreement Proposal. Voting against or failing to vote for the Merger Agreement Proposal by itself does not constitute a demand for appraisal within the meaning of Section 262.

A Company stockholder who elects to exercise appraisal rights must mail his, her or its written demand for appraisal to the following address:

BM Technologies, Inc.
201 King of Prussia Road, Suite 650
Wayne, PA 19087
Attention: Louis Adimando

A record holder who holds shares of Company common stock as a nominee for others, such as a broker, fiduciary, depositary or other nominee, may exercise appraisal rights with respect to the shares held for all or less than all beneficial owners of shares as to which such person is the record owner. In such case, the demand must set forth the number of shares of Company common stock covered by such demand. Where the number of shares of Company common stock is not expressly stated, the demand will be presumed to cover all shares of Company common stock outstanding in the name of such record owner.

Within ten days after the Effective Time, the Surviving Corporation must give written notice that the Merger has become effective to (i) each Company stockholder who has properly filed a written demand for appraisal and who did not vote in favor of the Merger Agreement Proposal and (ii) any beneficial owner who has demanded appraisal under Section 262. At any time within 60 days after the Effective Time or thereafter with the written approval of the Company, any person entitled to appraisal rights who has not commenced an appraisal proceeding or joined a proceeding as a named party may withdraw the demand and accept the Merger Consideration specified in the Merger Agreement for that person’s shares of Company common stock by delivering to the Surviving Corporation a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than 60 days after the Effective Time will require written approval of the Surviving Corporation.

Within 120 days after the Effective Time, but not thereafter, the Surviving Corporation and any person who has properly and timely demanded appraisal and otherwise complied with Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court, with a copy served on the Surviving Corporation in the case of a petition filed by a person, demanding a determination of the value of the shares of Company common stock held by all persons that have demanded appraisal. There is no present intent on the part of the Company or the Surviving Corporation to file an appraisal petition and persons seeking to exercise appraisal rights should assume that the Company and the Surviving

Corporation will not file such a petition or initiate any negotiations with respect to the fair value of shares of Company common stock. Accordingly, persons who desire to have their shares of Company common stock appraised should initiate any petitions necessary for the perfection of their appraisal rights within the time periods and in the manner prescribed in Section 262. If, within 120 days after the Effective Time, no petition has been filed as provided above, all rights to appraisal will cease and any person that previously demanded appraisal will become entitled only to the Merger Consideration under the Merger Agreement.

In addition, within 120 days after the Effective Time, any person who has theretofore complied with the applicable provisions of Section 262 will be entitled, upon written request, to receive from the Surviving Corporation a statement setting forth the aggregate number of shares of Company common stock not voted in favor of the Merger Agreement Proposal and with respect to which demands for appraisal were received by the Surviving Corporation and the aggregate number of holders of such shares. Such statement must be given within ten days after the written request therefor has been received by the Surviving Corporation or within ten days after the expiration of the period for the delivery of demands for appraisal as described above, whichever is later.

Upon the filing of a petition by a person, service of a copy of such petition will be made upon the Surviving Corporation. The Surviving Corporation will be required to, within 20 days after such service, file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all persons who have demanded appraisal of their shares of Company common stock and with whom the Surviving Corporation has not reached agreements as to the value of such shares (the “Chancery List”). The Register in Chancery, if so ordered by the Delaware Court, will give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the Surviving Corporation and to all such persons set forth on the Chancery List.

If a petition for an appraisal is timely filed by a person, at the hearing on such petition, the Delaware Court will determine which persons have complied with Section 262 and have become entitled to appraisal rights provided thereby. The Delaware Court may require the persons who have demanded an appraisal of their shares of Company common stock and who hold shares represented by certificates to submit their certificates of shares of Company common stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any person fails to comply with such direction, the Delaware Court may dismiss the proceedings as to such person. If immediately before the Effective Time of Merger, the shares of the class or series of stock of the corporation as to which the appraisal rights are available were listed on a national securities exchange, the Delaware Court will dismiss the appraisal proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (i) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of the class or series eligible for appraisal or (ii) the value of the consideration provided in the Merger for such total number of shares exceeds $1 million.

Upon application by the Surviving Corporation or any person entitled to participate in the appraisal proceedings, the Delaware Court may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the persons entitled to appraisal. Any person whose name appears on the Chancery List may participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights under Section 262.

Where proceedings are not dismissed, the appraisal proceeding will be conducted in accordance with the rules of the Delaware Court, including any rules specifically governing appraisal proceedings. Through such proceedings the Delaware Court will determine the fair value of shares of Company common stock held by the persons who have properly demanded their appraisal rights, taking into account all relevant factors, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. Unless the Delaware Court, in its discretion, determines otherwise for good cause shown, interest on an appraisal award will accrue and compound quarterly from the Effective Time through the date the judgment is paid at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the Surviving Corporation may pay to each person entitled to appraisal an amount in cash, in which case interest will accrue after such payment only on the sum of (i) the difference, if any, between the amount so paid and the fair value of the shares of Company common stock as determined by the Delaware Court, and (ii) interest theretofore accrued, unless paid by the Surviving Corporation at that time.

When the fair value of the shares of Company common stock is determined, the Delaware Court will direct the payment of such value, with interest thereon, if any, to the persons entitled to receive the same. The Surviving Corporation is under no obligation to make a voluntary cash payment to each eligible person prior to such entry of judgement.

Although the Company believes that the Merger Consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court and persons should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the Merger Consideration. Moreover, the Surviving Corporation does not anticipate offering more than the Merger Consideration to any person exercising appraisal rights and reserves the right to assert, in any appraisal proceeding, that, for purposes of Section 262, the “fair value” of the relevant shares of Company common stock is less than the Merger Consideration.

In determining “fair value”, the Delaware Court is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company”. The Delaware Supreme Court has stated that in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts which were known or could be ascertained as of the date of the merger which throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger”. In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value”, but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court construed Section 262 to mean that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered”. In addition, the Delaware courts have decided that the statutory appraisal remedy, depending on factual circumstances, may or may not be a dissenting person’s exclusive remedy.

The cost of the appraisal proceeding may be determined by the Delaware Court and taxed upon the parties as the Delaware Court deems equitable in the circumstances. However, costs do not include attorneys’ and expert witness fees. Each person is responsible for his, her or its attorneys’ and expert witness fees, although, upon application of a person whose name appears on the Chancery List who participated in the proceeding and incurred expenses in connection therewith, the Delaware Court may order that all or a portion of such expenses, including, without limitation, reasonable attorneys’ and the fees and expenses of experts, be charged pro rata against the value of all shares of Company common stock entitled to appraisal not dismissed pursuant to Section 262(k) of the DGCL or subject to such an award pursuant to a reservation of jurisdiction under Section 262(k) of the DGCL. Determinations by the Delaware Court are subject to appellate review by the Delaware Supreme Court.

Any person who has duly demanded appraisal in compliance with Section 262 will not be entitled to vote for any purpose any shares of Company common stock subject to such demand or to receive payment of dividends or other distributions on such shares, except for dividends or distributions payable to Company stockholders of record at a date prior to the Effective Time.

No appraisal proceeding in the Delaware Court will be dismissed as to any person without the approval of the Delaware Court, and such approval may be conditioned upon such terms as the Delaware Court deems just, including without limitation, a reservation of jurisdiction for any application to the Court made under Section 262(j) of the DGCL; provided, however, that the foregoing statutory provision will not affect the right of any person who has not commenced an appraisal proceeding or joined such a proceeding as a named party to withdraw such person’s demand for appraisal and to accept the terms offered upon the Merger within 60 days after the Effective Time. If no petition for appraisal is filed with the Delaware Court within 120 days after the Effective Time, all rights to appraisal will cease and any person that previously demanded appraisal will become entitled only to the Merger Consideration under the Merger Agreement.

The summary included herein is not a complete statement of the law relating to appraisal rights and is qualified in its entirety by reference to the full text of Section 262 and any amendments thereto after the date of this proxy statement. To the extent there are any inconsistencies between the foregoing summary, on the one hand, and Section 262, on the other hand, Section 262 will govern. A copy of Section 262 may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. Any person who

desires to exercise his, her or its appraisal rights should review carefully Section 262 and is urged to consult his, her or its legal and financial advisors before electing or attempting to exercise such rights. If you hold your shares of Company common stock through a broker, bank or other nominee, and you wish to exercise appraisal rights, you should consult with such broker, bank or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such broker, bank or other nominee.

Interests of the Company’s Directors and Executive Officers in the Merger

The Company’s directors and executive officers have financial interests in the Merger that may be different from, or in addition to, the interests of the Company stockholders generally. The members of the Board were aware of and considered these interests in reaching the determination to adopt the Merger Agreement and to recommend that Company stockholders approve the Merger Agreement Proposal.

The Company’s executive officers for purposes of the discussion below are Luvleen Sidhu (Founder, Chief Executive Officer and Chair), James Donahue (President), Ajay Asija (Chief Financial Officer), Warren Taylor (EVP — Chief Customer Officer) and Louis Adimando (General Counsel).

Treatment of Company Long-Term Incentive Awards

For information regarding beneficial ownership of shares of Company common stock by each of the Company’s directors and executive officers and all of such directors and executive officers as a group, please see the section entitled “Security Ownership of Certain Beneficial Owners and Management”. Each of the Company’s directors and executive officers will be entitled to receive, for each share of Company common stock he or she holds, the same per share Merger Consideration in cash in the same manner as other Company stockholders.

As described further in the section entitled “The Merger Agreement — Treatment of Company Long-Term Incentive Awards”, each Company RSU and Company PBRSU (other than an award of 150,000 PBRSUs to Mr. Asija which will be cancelled if the Merger closes on or before February 4, 2025) outstanding as of immediately prior to the Effective Time will vest and be canceled in exchange for a lump-sum cash payment equal to the Merger Consideration for each share of Company common stock subject to such Company RSU and Company PBRSU.

As of December 2, 2024 and assuming that (i) all Company RSUs are valued based on the Merger Consideration of $5.00 per share, (ii) the Merger closes on January 15, 2025, which is the assumed closing date of the Merger (the “Closing Date”) only for purposes of this compensation-related disclosure and (iii) the directors do not receive any Company long-term incentive awards or post-signing cash awards or forfeit any Company long-term incentive awards prior to the Closing of the Merger, each of the Company’s non-employee directors holds unvested Company RSUs with a value of $5,000. None of the Company’s non-employee directors holds Company RSUs, PBRSUs or Company cash awards. See “— Quantification of Payments and Benefits” below for the value of the Company long-term incentive awards held by each of the Company’s executive officers.

Severance Entitlements

Employment Agreements with Executive Officers

Certain of the executive officers are subject to employment agreements with the Company, as amended, which provide that if such executive officer is terminated by the Company without “Cause” or he or she resigns with “Good Reason” (each, as defined in the applicable employment agreement) within 12 months following a change in control of the Company (the “CIC Protection Period”), such executive officer would be eligible to receive, subject to execution and non-revocation of a release of claims in favor of the Company: (i) 200% (in the case of Ms. Sudhu) or 100% (in the case of Mr. Donahue, Mr. Asija, Mr. Taylor and Mr. Adimando) of the sum of (A) the executive’s then-current base salary plus (B) the average of the annual performance bonus (consisting of both cash and other incentive compensation, but excluding the Company match of any deferred compensation) provided to the executive with respect to the three fiscal years of the Company immediately preceding the fiscal year of termination, (ii) immediate vesting of equity awards, (iii) a pro-rata bonus for the year of termination, and (iv) continued coverage under the Company’s health plans (including dental if applicable) and any life insurance benefits for the shorter of (a) the length of the severance period, and (b) the maximum period the Company is then permitted to extend each individual benefit under the applicable plan or policy or applicable law.

In the event that any payment or benefit payable to the executive officers would constitute a parachute payment within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), then the executive officer’s severance benefits will be reduced to the greatest amount that does not trigger the excise tax pursuant to Section 4999 of the Code (a “280G Cutback”).

New Employment and Consulting Arrangements

Ms. Sidhu may enter into a consulting agreement with Parent for which she could receive compensation but the specifics of such agreement have not been discussed and may not in fact come to fruition.

Mr. Donahue is expected to continue employment with Parent and receive a new employment agreement but the specifics of this arrangement have not been fully discussed or agreed, except that Parent has proposed that Mr. Donahue’s annual salary under the employment agreement with Parent would be $400,000, he would be eligible for a cash bonus targeted at 50% of his annual salary and would be eligible for future equity awards from Parent, however such new compensation details have not yet been agreed.

Parent has had a discussion with Mr. Louis Adimando, the Company’s General Counsel, regarding his post-Closing employment arrangement with Parent and/or the Surviving Corporation and will continue to have related discussions.

Retention Awards

Under the terms of the Merger Agreement, the Company may enter into retention agreements with certain employees, including the executive officers, which provide for payment of a retention bonus if the employee remains employed through the Closing of the Merger. As of the date of this proxy statement, no directors or executive officers have been selected to enter into a retention agreement.

Treatment of Annual Bonuses

The Merger Agreement provides that the Company may pay annual bonuses for 2024 prior to the Closing of the Merger at target performance levels. The Company expects to pay such bonuses to employees, including the executive officers, prior to the Closing of the Merger, provided that the employee remains employed on the payment date.

Director and Officer Indemnification

Pursuant to the terms of the Merger Agreement, members of the Board and officers of the Company will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies following the Merger. For a more detailed description of the provisions of the Merger Agreement relating to director and officer indemnification, please see the section of this proxy statement entitled “The Merger Agreement — Indemnification and Insurance”.

280G Mitigation

Luvleen Sidhu, James Donahue and Louis Adimando are expected to receive accelerated vesting of time-based and/or performance-based restricted stock units, and/or early payment of cash bonuses in calendar 2024 in order to mitigate any impact of the contractual 280G cutback provisions contained in their applicable agreements with the Company if such cutbacks are projected to impact such executive. Such acceleration of vesting is expected to be subject to clawback agreements in the event the executive does not remain employed until the closing of the Merger or the date on which the awards would otherwise vest (or in the case of any performance-based restricted stock units, if such awards would have been forfeited if the applicable performance conditions are not met). In addition, any shares received in connection with such acceleration are anticipated to be subject to a lock-up period such that the executives may not sell, transfer, or otherwise dispose of such shares until the earlier of the closing of the Merger or the date on which such RSUs otherwise would have vested.

Quantification of Payments and Benefits

In accordance with Item 402(t) of Regulation S-K, the table below sets forth for each of the Company’s named executive officers estimates of the amounts of compensation that are payable in connection with or otherwise relate to the Merger. The Company stockholders are being asked to approve, on a non-binding, advisory basis, such compensation. Because

the vote to approve such compensation is advisory only, it will not be binding on either the Company, the Board or Parent. Accordingly, if the Merger Agreement Proposal is approved by the Company stockholders and the Merger is consummated, the compensation will be payable regardless of the outcome of the vote to approve such compensation, subject only to the conditions applicable thereto, which are described in the footnotes to the tables below and above under “ — Interests of the Company’s Directors and Executive Officers in the Merger”.

The potential payments in the tables below are quantified in accordance with Item 402(t) of Regulation S-K. The estimated values are based on (i) an assumption that the Merger is consummated on January 15, 2025, (ii) the per share Merger Consideration of $5.00, (iii) the named executive officers’ salary as in effect as of the date of this proxy statement, (iv) the number of unvested Company long-term incentive awards held by the named executive officers as of December 2, 2024, the latest practicable date to determine such amounts before the filing of this proxy statement, less any awards expected to vest in the ordinary course prior to January 15, 2025, and assuming no additional grants or forfeitures of Company long-term incentive awards or post-signing cash awards will be made prior to January 15, 2025, (v) an assumption that 2024 annual bonuses will be paid at target levels prior to the Closing, and (vi) an assumption that each named executive officer experiences a termination of employment immediately following the consummation of the Merger under circumstances that entitle such named executive officer to receive severance (i.e., a termination without “Cause” or resignation for “Good Reason”). As such, the amounts indicated below are estimates based on multiple assumptions that may or may not actually occur, including assumptions described in this proxy statement, and do not reflect certain compensation actions that may occur before the consummation of the Merger. As a result, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts set forth below.

Potential Payments to Named Executive Officers

____________

(1)      The amounts shown in this column represent the estimated value of the cash severance each executive is eligible to receive upon a termination without Cause or for Good Reason within the CIC Protection Period (as described in the section entitled “— Severance Entitlements”). Each named executive officer’s cash severance payments are “double-trigger”, as such payments will not be payable solely as a result of the occurrence of the effective time, but would also require a termination without Cause or for Good Reason.

(2)      As described in the section entitled “— Treatment of Company Long-Term Incentive Awards”, at the effective time, each Company RSU and Company PBRSU will vest and be canceled in exchange for a lump-sum cash payment equal to the Merger Consideration multiplied by the number of shares subject to such Company RSU or Company PBRSU, assuming the maximum level of achievement of any applicable Company PBRSU performance criteria (such performance criteria are currently trending at or near the maximum level irrespective of the Merger). Each Company cash award will vest and be canceled in exchange for a lump-sum cash payment equal to the amount payable under the applicable award agreement assuming all relevant conditions were met and the maximum level of achievement of any applicable Company cash award performance criteria (such performance criteria are currently trending at or near the maximum level irrespective of the Merger). The long-term incentive award amounts shown in this column will be payable on the effective time regardless of whether or not the executive’s employment is terminated.

(3)      The amounts shown in this column represent an estimate of the value of continued health benefits and life insurance that would be provided to a named executive officer following a termination without Cause or for Good Reason, as described more fully in the section entitled “— Severance Entitlements”. As described under “— Severance Entitlements”, each executive officer is entitled to receive continued health and life insurance benefits until the shorter of (i) the length of the severance period, or (ii) the maximum period the Company is then permitted to extend each individual benefit under the applicable plan or policy or applicable law. Each named executive officer’s continued health benefits are “double-trigger”, as such payments will not be payable solely as a result of the occurrence of the effective time, but would also require a termination without Cause or for Good Reason.

(4)      The amounts shown in this column represent an estimate of the executive officer’s annual bonus for 2024.

(5)      As of the date of this proxy statement, no named executive officer has been identified to receive or has been awarded any amounts under the retention award program (as described in the section entitled “— Retention Awards”). The total amount may also be reduced as a result of a 280G Cutback (as described in the section entitled “— Severance Entitlements”).

Material U.S. Federal Income Tax Consequences of the Merger

The following discussion summarizes the material U.S. federal income tax consequences that may be relevant to holders of Company common stock whose shares of Company common stock are exchanged for cash pursuant to the Merger. It is not intended to be a complete analysis or description of all potential U.S. federal income tax consequences of the Merger and does not address consequences to holders of Company Stock Awards or Company Warrants. This discussion is based upon the provisions of the Code, U.S. Treasury Regulations promulgated under the Code, court decisions, published positions of the Internal Revenue Service (the “IRS”), and other applicable authorities, all as in effect on the date of this proxy statement and all of which are subject to change or varying interpretation, possibly with retroactive effect. Any such changes could affect the accuracy of the statements and conclusions set forth herein. The Company has not sought, and does not intend to seek, any rulings from the IRS with respect to the statements made and the positions or conclusions described in this discussion and the IRS may not agree with the tax consequences described in this discussion.

This discussion assumes that holders of Company common stock hold their shares as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxation that may be relevant to a holder of Company common stock in light of such holder’s particular circumstances, nor does it discuss the special considerations applicable to holders of Company common stock subject to special treatment under the U.S. federal income tax laws, such as, for example, financial institutions or broker-dealers, mutual funds, partnerships or other pass-through entities or arrangements and their partners or members, tax-exempt organizations, retirement or other tax-deferred accounts, insurance companies, dealers in securities or non-U.S. currencies, traders in securities who elect mark-to-market method of accounting, controlled foreign corporations, passive foreign investment companies, U.S. expatriates, holders who acquired their shares of Company common stock through vesting of units or otherwise as compensation, holders subject to the alternative minimum tax, holders who hold their shares of Company common stock as part of a hedge, straddle, wash sale, constructive sale or conversion transaction, U.S. holders (as defined below) whose functional currency is not the U.S. dollar, accrual method holders who prepare an “applicable financial statement” (as defined in Section 451 of the Code) and holders who own or have owned (directly, indirectly, or constructively) 5% or more of the Company common stock (by vote or value) outstanding. In addition, this discussion does not address any tax consequences arising under the laws of any state, local or non-U.S. jurisdiction or U.S. federal non-income tax consequences (e.g., the federal estate or gift tax or the application of the Medicare tax on net investment income under Section 1411 of the Code).

If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds Company common stock, the tax treatment of a partner in such partnership generally will depend on the status of the partner and activities of the partnership. If you are a partner of a partnership holding Company common stock, you should consult your own tax advisor.

All holders should consult their own tax advisor to determine the particular tax consequences to them (including the application and effect of any state, local or non-U.S. income and other tax laws) of the receipt of cash in exchange for shares of Company common stock pursuant to the Merger.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of common stock, that is, for U.S. federal income tax purposes:

•        an individual citizen or resident of the United States;

•        a corporation (including any entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

•        a trust if (1) its administration is subject to the primary supervision of a court within the United States and one or more U.S. persons, within the meaning of Section 7701(a)(30) of the Code, have the authority to control all substantial decisions of the trust or (2) it has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person for U.S. federal income tax purposes; or

•        an estate, the income of which is subject to U.S. federal income tax regardless of its source.

A “non-U.S. holder” is a beneficial owner (other than a partnership or an entity classified as a partnership that is subject to U.S. federal income tax reporting) of Company common stock that is not a U.S. holder.

U.S. Holders

The receipt of cash pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. A U.S. holder generally will recognize gain or loss for U.S. federal income tax purposes equal to the difference, if any, between the amount of cash received pursuant to the Merger and such U.S. holder’s adjusted tax basis in the shares of Company common stock exchanged for cash pursuant to the Merger. Such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if the holder’s holding period for such shares exceeds one year as of the date of the consummation of the Merger and will be short-term capital gain or loss if such U.S. holder held such shares of Company common stock for one year or less. Long-term capital gains for certain non-corporate U.S. holders, including individuals, are generally eligible for a reduced rate of U.S. federal income taxation. Short-term capital gains are taxed at ordinary rates. The deductibility of capital losses is subject to limitations. If a U.S. holder acquired different blocks of Company common stock at different times or at different prices, such U.S. holder must determine its tax basis, holding period, and gain or loss separately with respect to each block of Company common stock.

A U.S. holder may, under certain circumstances, be subject to information reporting and backup withholding (at a rate of 24%) with respect to the cash received pursuant to the Merger, unless such holder properly establishes an exemption or provides its correct tax identification number on a properly completed and validly executed IRS Form W-9 certifying under penalties of perjury that such holder is a United States person for U.S. federal income tax purposes, and otherwise complies with the applicable requirements of the backup withholding rules. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules can be refunded or credited against a U.S. holder’s U.S. federal income tax liability, if any; provided that such U.S. holder furnishes the required information to the IRS in a timely manner.

Non-U.S. Holders

Any gain recognized on the receipt of cash pursuant to the Merger by a non-U.S. holder generally will not be subject to U.S. federal income tax unless:

•        the gain is effectively connected with a U.S. trade or business of such non-U.S. holder (and, if required by an applicable income tax treaty, is also attributable to a permanent establishment or, in the case of an individual, a fixed base in the United States maintained by such non-U.S. holder), in which case the non-U.S. holder generally will be subject to tax on such gain in the same manner as a U.S. holder and, if the non-U.S. holder is a non-U.S. corporation, such corporation may be subject to branch profits tax at the rate of 30% on the effectively connected gain (or such lower rate as may be specified by an applicable income tax treaty);

•        the non-U.S. holder is a nonresident alien individual who is present in the United States for 183 days or more in the taxable year of the Merger and certain other conditions are met, in which case the non-U.S. holder generally will be subject to tax at a 30% rate (or a lower applicable income tax treaty rate) on any gain derived from the disposition of the Company common stock pursuant to the Merger (other than gain effectively connected with a U.S. trade or business), which may be offset by U.S. source capital losses recognized in the same taxable year (if any) provided the non-U.S. holder timely files U.S. federal income tax returns with respect to such losses; or

•        the Company stock constitutes a “United States real property interest” (“USRPI”) for U.S. federal income tax purposes under the Foreign Investment in Real Property Tax Act of 1980 (“FIRPTA”) by reason of the Company’s status as a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code (a “USRPHC”), at any time during the shorter of the five-year period ending on the date of the Effective Time or the period that the non-U.S. holder held the applicable Company common stock.

With respect to the third bullet point above, we believe we currently are not, and do not anticipate becoming, a USRPHC. Because the determination of whether we are a USRPHC depends, however, on the fair market value of our USRPIs relative to the fair market value of our non-U.S. real property interests and our other business assets, there can be no assurance we currently are not a USRPHC or will not become one in the future. Even if we are or were to become a USRPHC, gain arising from the sale or other taxable disposition by a non-U.S. holder of Company common stock will not be subject to U.S. federal income tax if the Company common stock is “regularly traded,” as defined by applicable U.S. Treasury Regulations, on an established securities market, and such non-U.S. holder owned, directly, indirectly, or constructively, 5% or less of Company common stock throughout the shorter of (x) the five-year period ending with the effective date of the Merger, or (y) the non-U.S. holder’s holding period for the shares.

THE MERGER AGREEMENT

Explanatory Note Regarding the Merger Agreement

The following summarizes the material provisions of the Merger Agreement. This summary does not purport to be complete, may not contain all of the information about the Merger Agreement that is important to you, and is qualified in its entirety by the full Merger Agreement, as attached to this proxy statement as Annex A. We recommend that you read the Merger Agreement carefully and in its entirety, as the rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement.

The Merger Agreement is included with this proxy statement only to provide you with information regarding the terms of the Merger Agreement and not to provide you with any other factual information regarding the Company, Parent, Merger Sub or their respective subsidiaries, affiliates or businesses. The Merger Agreement contains representations and warranties by each of the parties to the Merger Agreement. These representations and warranties have been made solely for the benefit of the other parties to the Merger Agreement and:

•        have been made only for purposes of the Merger Agreement;

•        have been qualified by certain documents filed with the SEC by the Company on or after December 31, 2021 and prior to October 22, 2024;

•        have been qualified by confidential disclosures made by the Company in connection with the Merger Agreement;

•        are subject to materiality qualifications contained in the Merger Agreement that may differ from what may be viewed as material by investors;

•        were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement; and

•        have been included in the Merger Agreement for the purpose of allocating risk between the Company, on the one hand, and Parent and Merger Sub, on the other hand, rather than establishing matters as facts.

You should not rely on the representations and warranties or any descriptions thereof as characterizations of the actual state of facts or conditions of the Company, Parent, Merger Sub or any of their respective subsidiaries, affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may have changed (and may continue to change) after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Accordingly, the representations and warranties and other provisions of the Merger Agreement should not be read alone, but instead should be read together with the information provided elsewhere in this proxy statement and in the documents incorporated by reference into this proxy statement. See the section of this proxy statement entitled “Where You Can Find Additional Information”.

The summary of the material terms of the Merger Agreement below and elsewhere in this proxy statement is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and which we incorporate by reference into this proxy statement.

Effects of the Merger

Subject to the terms and conditions set forth in the Merger Agreement, at the Effective Time, Merger Sub, a wholly-owned subsidiary of Parent, will be merged with and into the Company in accordance with the DGCL, the separate corporate existence of Merger Sub will thereupon cease, and the Company will be the Surviving Corporation of the Merger.

Closing and Effective Time

The Closing will take place (i) at the offices of Covington & Burling LLP, 620 8th Ave, New York, New York 10018, or remotely by electronic exchange of documents and signatures (or their electronic counterparts) on the date which is five business days after the date on which the conditions to effect the Merger set forth in the Merger Agreement have been satisfied or waived (other than conditions that by their nature are to be satisfied at the Closing (so long as such conditions are reasonably capable of being satisfied), but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing); or (ii) at such other place or time or on such other date as Parent and the Company may mutually agree in writing; provided that the Closing will not occur prior to January 1, 2025 unless otherwise agreed by the parties.

The Merger will become effective at the time that the certificate of merger is duly filed with the Secretary of State of the State of Delaware or, to the extent permitted by applicable law, at such later time as is agreed to by the parties in writing and specified in such certificate of merger.

At the Effective Time, the certificate of incorporation of the Surviving Corporation will be amended and restated to read in its entirety as set forth in Exhibit A to the Merger Agreement, until thereafter further amended in accordance with applicable law and the certificate of incorporation and by-laws of the Surviving Corporation (and subject to compliance with the requirements of the Merger Agreement described under the section entitled “— Indemnification and Insurance” below). The by-laws of Merger Sub as in effect immediately prior to the Effective Time will be the by-laws of the Surviving Corporation (subject to certain exceptions, including no less favorable provisions related to the director and officer indemnification as provided in the Merger Agreement), until thereafter further amended in accordance with the terms thereof, applicable law and the certificate of incorporation of the Surviving Corporation (and subject to compliance with the requirements of the Merger Agreement described under the section entitled “— Indemnification and Insurance” below).

Directors and Officers of the Surviving Corporation

From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with the certificate of incorporation and bylaws of the Surviving Corporation and applicable law, (a) the directors of Merger Sub as of immediately prior to the Effective Time will be the directors of the Surviving Corporation and (b) the officers of Merger Sub as of immediately prior to the Effective Time will be the officers of the Surviving Corporation.

Consideration To Be Received in the Merger

The Merger Agreement provides that, at the Effective Time, each share of Company common stock (other than excluded shares and appraisal shares) issued and outstanding immediately prior to the Effective Time will be converted automatically into the right to receive an amount in cash equal to $5.00 per share, without interest and less any applicable withholding taxes. As of the Effective Time, each holder of Company common stock will cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor.

Excluded Shares

All shares of Company common stock that are owned by the Company as treasury stock or held by Parent, Merger Sub or any wholly owned subsidiary of Parent or of the Company (in each case other than shares held in any employee plans or related trust accounts), in each case immediately prior to the Effective Time, will be canceled and retired, and no payment will be made with respect thereto.

Appraisal Rights and Appraisal Shares

Shares of Company common stock that are outstanding immediately prior to the Effective Time and that are held by any person who did not vote in favor of the adoption of the Merger Agreement or the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal for such shares in accordance with, and who has otherwise complied with all applicable provisions of, Section 262 of the DGCL, will not be converted into the right to receive the Merger Consideration, but instead will be entitled only to such rights to receive payment of the appraised value of such shares as provided under Section 262 of the DGCL unless such holder fails to perfect, waives, withdraws

or otherwise loses the right to appraisal under Section 262 of the DGCL. For additional information, please see “The Merger — Appraisal Rights”. Prior to the Effective Time, the Company will not, without the prior written consent of Parent, make any payment with respect to, offer to settle or settle, any demands for appraisal of any shares of Company common stock, or agree to do any of the foregoing.

Treatment of Company Stock Awards

Each Company Stock Award outstanding immediately prior to the Effective Time, issued by the Company under the BMTX 2020 Equity Incentive Plan, as amended, or as an inducement award, excluding any excluded Company Stock Award as set forth in the Merger Agreement, whether or not then vested, will be, by virtue of the Merger and without any action on the part of the holder thereof, automatically canceled and converted into the right to receive solely an amount in cash equal to the product of the Merger Consideration multiplied by the total number of shares of Company common stock subject to such Company Stock Award.

The payments described above will be made, subject to any applicable withholding taxes, as soon as reasonably practicable following the Closing (and in no event later than the 30 days following the Closing).

Payment for Stock

Prior to the Effective Time, Parent will appoint a paying agent for the purpose of exchanging for the Merger Consideration the certificates and book-entry shares in accordance with the Merger Agreement. At or prior to the Effective Time, Parent or one of its affiliates will deposit with the paying agent the aggregate Merger Consideration.

Promptly after the Effective Time (but in no event more than five business days thereafter), Parent will send, or will cause the paying agent to send, to each holder of record of a share certificate and to each holder of non-DTC book-entry shares, (i) a notice advising such holder of the effectiveness of the Merger, (ii) a letter of transmittal, and (iii) instructions for surrendering the share certificate or non-DTC book-entry shares to the paying agent. Upon delivery of a letter of transmittal (duly completed and validly executed in accordance with the instructions thereto) and either (i) surrender to the paying agent of share certificates (or affidavits of loss in lieu of share certificates as discussed below and provided in the Merger Agreement and such other customary documents as may reasonably be required by the paying agent) or (ii) transfer of the non-DTC book-entry shares by book receipt of an “agent’s message” in customary form by the paying agent in connection with the surrender of such book-entry shares (or such other reasonable evidence, if any, of surrender with respect to such non-DTC book-entry shares, as the paying agent may reasonably request), the holder of such share certificate or non-DTC book-entry shares will be entitled to receive in exchange therefor the Merger Consideration for each share of Company common stock formerly represented by such share certificate or non-DTC book-entry share, and the share certificates so surrendered will forthwith be canceled. With respect to book-entry shares held through DTC, Parent and the Company will cooperate to establish procedures with the paying agent and DTC to ensure that the paying agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of book-entry shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Merger Consideration to which the beneficial owners thereof are entitled to receive as a result of the Merger.

If any stock certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by Parent or the paying agent, the posting by such person of a bond, in such reasonable amount as Parent or the paying agent may direct, as indemnity against any claim that may be made against it with respect to such certificate, the paying agent will pay, in exchange for such lost, stolen or destroyed certificate, the Merger Consideration to be paid in respect of the shares of Company common stock represented by such certificate.

With respect to any certificate or non-DTC book entry share, if any portion of the Merger Consideration is to be paid to a person other than the person in whose name the surrendered certificate or the transferred non-DTC book-entry share is registered, it will be a condition to such payment that such certificate will be properly endorsed or will otherwise be in proper form for transfer or such non-DTC book-entry share will be properly transferred and the person requesting such payment will pay to the paying agent any transfer or other taxes required as a result of such payment to a person other than the registered holder of such certificate or non-DTC book-entry Share or establish to the satisfaction of the paying agent and Parent that such tax has been paid or is not payable.

No interest will be paid or will accrue on any amount payable upon the surrender or transfer of any Company common stock. HOLDERS OF SHARE CERTIFICATES OR BOOK-ENTRY SHARES NOT HELD, DIRECTLY OR INDIRECTLY, THROUGH DTC, SHOULD NOT FORWARD THEIR STOCK CERTIFICATES TO THE PAYING AGENT WITHOUT A LETTER OF TRANSMITTAL AND SHOULD NOT RETURN THEIR STOCK CERTIFICATES WITH THE ENCLOSED PROXY CARD.

Any portion of the funds deposited with the paying agent that remain unclaimed by the holders of Company common stock on the first anniversary after the Effective Time will be returned to Parent upon demand.

No Further Ownership Rights

From and after the Effective Time, there will be no further registration of transfers of the shares of Company common stock. If, after the Effective Time, share certificates or book-entry shares are presented to the Surviving Corporation or the paying agent, they will be canceled and exchanged for the Merger Consideration as provided in the Merger Agreement.

No Liability

Notwithstanding any provision of the Merger Agreement to the contrary, neither Parent nor any of its affiliates will be liable to any holder of Company common stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. If any share has not been surrendered immediately prior to the date on which the Merger Consideration in respect thereof would otherwise escheat to or become the property of any governmental authority, any such Merger Consideration in respect of such Company common stock will, to the extent permitted by applicable law, immediately prior to such time become the property of Parent, free and clear of all claims or interest of any person previously entitled thereto.

Representations and Warranties

The Merger Agreement contains representations and warranties that the Company, on the one hand, and Parent and Merger Sub, on the other hand, have made to one another, which are qualified in many cases by knowledge, materiality or material adverse effect standards and, with respect to the disclosures made by the Company, by (i) certain documents filed with the SEC and publicly available on or after December 31, 2021 and prior to October 22, 2024, (ii) certain exceptions and qualifications set forth in the Merger Agreement, and (iii) a confidential disclosure letter that the Company provided to Parent in connection with signing the Merger Agreement. The disclosure letter contains information that modifies, qualifies and creates exceptions to the representations and warranties. Accordingly, you should not rely on the representations and warranties as characterizations of the actual state of facts at the time they were made or otherwise.

The representations and warranties the Company made to Parent and Merger Sub relate to, among other topics, the following:

•        corporate matters, including due incorporation, valid existence, good standing, power, authority and qualification to conduct business with respect to the Company and its subsidiaries;

•        authorization, execution, delivery and performance and the enforceability of the Merger Agreement;

•        required governmental actions, permits or filings;

•        the absence of any conflict with or violation of the Company’s or its subsidiaries’ organizational documents, applicable laws or contracts, and the absence of creation of liens on the assets or business of the Company or its subsidiaries, in each case as a result of the execution and delivery by the Company of the Merger Agreement and the performance by the Company of its obligations under the Merger Agreement and the consummation by the Company of the transactions contemplated therein;

•        the Company’s capitalization;

•        the Company’s subsidiaries;

•        the Company’s SEC filings and internal control over financial reporting;

•        financial statements;

•        information included or incorporated in this proxy statement;

•        the absence of certain changes or actions since December 31, 2023, including the absence of changes that have had or would reasonably be expected to have a Company Material Adverse Effect;

•        the absence of undisclosed material liabilities;

•        compliance with laws, permits and court orders, including international trade and anti-corruption matters;

•        the absence of certain legal proceedings;

•        properties, leases and assets;

•        the Company’s intellectual property;

•        privacy and information security;

•        tax matters;

•        employee benefit plans and labor matters;

•        environmental matters;

•        material contracts;

•        key customers and key suppliers;

•        transactions with affiliates;

•        insurance policies;

•        brokers’ fees;

•        the Board’s receipt of an opinion from the Company’s financial advisor regarding the fairness, from a financial point of view, of the Merger Consideration to be received by holders of shares of Company common stock;

•        the absence of any conflicts with antitakeover statutes, including the Section 203 of the DGCL; and

•        the Company’s acknowledgement regarding the absence of, and the Company’s non-reliance on, any representations and warranties made by Parent, Merger Sub or any person on their behalf other than the representations and warranties contained in the Merger Agreement, as described below, and the Voting Agreements or any certificates delivered in connection with the Merger Agreement or the Voting Agreements.

The representations and warranties the Parent made to the Company with respect to itself and Merger Sub, as applicable, relate to, among other topics, the following:

•        corporate matters, including due organization, valid existence, good standing, power, authority and qualification to conduct their business;

•        authorization, execution, delivery and performance and the enforceability of the Merger Agreement;

•        required governmental actions, permits or filings;

•        the absence of conflicts with organizational documents of Parent or Merger Sub, with applicable law, and with certain contracts of the Parent or any of its subsidiaries, and the absence of creation of certain liens on any assets of Parent or any of its subsidiaries, in each case as a result of the delivery and performance of the Merger Agreement and the consummation of the transactions contemplated therein;

•        information included or incorporated in this proxy statement;

•        brokers’ fees;

•        sufficiency of funds to consummate the Merger and to perform its obligations in the Merger Agreement;

•        the absence of certain legal proceedings

•        ownership and operations of Merger Sub;

•        the absence of ownership of Company common stock;

•        certain regulatory matters, including compliance with applicable filing requirements under certain banking laws; and

•        Parent’s acknowledgement regarding the absence of, and Parent’s and Merger Sub’s non-reliance on, any representations and warranties made by the Company or any person on its behalf other than the representations and warranties contained in the Merger Agreement, as described above, and the Voting Agreements or any certificates delivered in connection with the Merger Agreement or the Voting Agreements.

Several of the Company’s representations and warranties are qualified by a Company Material Adverse Effect standard. Pursuant to the Merger Agreement, a “Company Material Adverse Effect” means any event, state of facts, circumstance, change, occurrence, development, condition or effect that, individually or in the aggregate, has had, or would reasonably be expected to have, a material adverse effect on: (i) the financial condition, business, operations, assets, liabilities or results of operations of the Company and its Subsidiaries, taken as a whole or (ii) the Company’s ability to consummate the transactions contemplated by the Merger Agreement on or before the End Date.

For the purposes of clause (i) above, a Company Material Adverse Effect will not be deemed to include any event, state of facts, circumstance, change, condition, occurrence, development, condition or effect to the extent resulting from or arising out of any of the following:

•        changes in general economic conditions;

•        changes in securities, financial or capital market conditions, including changes in interest rates;

•        changes in general conditions in the industries in which the Company or any of its subsidiaries operate;

•        acts of war (whether or not declared), military activity, material armed hostilities, sabotage, or terrorism;

•        pandemics, epidemics, disease outbreaks, volcanoes, tsunamis, earthquakes, hurricanes, tornados, floods or other natural disasters;

•        changes in general political or social conditions;

•        changes in laws affecting Company and its subsidiaries or in the binding interpretation or enforcement thereof by governmental authorities following the date of the Merger Agreement;

•        changes in GAAP or the authoritative interpretation thereof affecting the Company and its subsidiaries following the date of the Merger Agreement;

•        changes in the trading price or trading volume of the Company common stock, in and of itself (other than any matters that give rise or contribute to such change that are not excluded from the definition of Company Material Adverse Effect);

•        the failure to meet any internal or published budgets, projections, forecasts, or predictions of financial performance for any period, in and of itself (other than any matters that give rise or contribute to such change that are not excluded from the definition of Company Material Adverse Effect);

•        the execution, announcement or performance of the Merger Agreement and the transactions contemplated by the Merger Agreement (other than as specified in the Merger Agreement); or

•        any action expressly required to be taken or prohibited to be taken by the terms of the Merger Agreement.

With respect to certain of the foregoing, any such effect will be taken into account in determining whether a Company Material Adverse Effect has occurred if it disproportionately adversely affects the Company and its subsidiaries, taken as a whole, compared to other companies and their respective subsidiaries, taken as a whole, operating in the same industry (in which case only such incremental disproportionate adverse effect may be taken into account in determining whether there has been, or would reasonably be expected to be, a Company Material Adverse Effect).

Covenants Relating to the Conduct of the Company

Under the Merger Agreement, from the date of the Merger Agreement, until the Effective Time, except as expressly required or expressly permitted by the Merger Agreement or as required by applicable law or a government authority, or with the prior written consent of Parent (which Parent has agreed to not unreasonably withhold, condition or delay), the Company has agreed, and has agreed to cause its subsidiaries to, (i) conduct its business in the ordinary course in a manner consistent with past practice and in compliance in all material respects with applicable law and all material contracts and (ii) use commercially reasonable efforts to (a) preserve intact its present business organization, (b) maintain in effect all of its foreign, federal, state and local permits, (c) keep available the services of its directors, officers, Employees and consultants, and (d) maintain its existing business relationships and goodwill with those persons (including customers) having significant business relationships with it.

The Company has also agreed under the Merger Agreement, from the date of the Merger Agreement, until the Effective Time, subject to certain exceptions (including as expressly required or expressly permitted by the Merger Agreement, as required by applicable law or a government authority, or as set forth in the confidential disclosure letter), the Company will not, and will not permit any of its subsidiaries to, do any of the following without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed):

•        amend its certificate of incorporation, bylaws or other similar organizational documents;

•        split, combine or reclassify any equity securities; declare, set aside, establish a record date or pay any dividend or distribution in respect of its capital stock, other than dividends payable by any wholly-owned subsidiary of the Company; redeem, repurchase or otherwise acquire any of its securities, other than to satisfy tax withholding obligations upon the vesting of any Company Stock Awards or to satisfy any exercise price or any tax withholding obligations upon the exercise of Company Warrants;

•        issue, sell, or deliver any of its securities or its subsidiaries’ securities (other than issuances of (A) any purchase rights under the ESPP that are outstanding on the date of the Merger Agreement, (B) any shares of Company common stock upon the vesting of any Company Stock Awards that are outstanding on the date of the Merger Agreement in accordance with their respective terms on the date of the Merger Agreement, (C) any shares of Company common stock upon the exercise of any Company Warrants that are outstanding on the date of the Merger Agreement in accordance with their respective terms, and (D) any securities of the Company’s subsidiaries to the Company or any other wholly owned subsidiary of the Company) or amend any term of any of its securities or its subsidiaries’ securities (in each case, whether by merger, consolidation or otherwise);

•        incur any capital expenditures, other than in the ordinary course of business of the Company and its subsidiaries in a manner consistent with past practice and not in excess of $200,000;

•        acquire (A) any assets or properties, other than supplies or equipment in the ordinary course of business of the Company and its subsidiaries in a manner consistent with past practice, or (B) directly or indirectly, by merger or consolidation, or by acquisition of stock or assets or any equity interests in, any corporation, partnership, joint venture, association, organization or other business or entity or division thereof;

•        adopt a plan of complete or partial liquidation, winding-up, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;

•        sell, assign, lease, license or otherwise transfer, abandon, dispose of or permit to lapse, or create or incur any lien (other than certain permitted liens) on, any of the Company’s or its subsidiaries’ assets (including any intellectual property rights owned by or licensed to the Company or any of its subsidiaries), securities, properties, interests or businesses, other than in the ordinary course of the business of the Company and its subsidiaries in a manner consistent with past practice;

•        (A) extend, amend, waive, cancel or modify any rights in or to material Company intellectual property in a manner that is materially adverse to the Company or its subsidiaries, (B) fail to take commercially reasonable steps to protect any material patent application owned by the Company or any of its subsidiaries or (C) disclose any material trade secrets, other than in the ordinary course of business of the Company and its subsidiaries in a manner consistent with past practice to any third party that is subject to an enforceable written agreement to maintain the confidentiality of such material trade secrets;

•        make any loans, advances or capital contributions to, or investments in, any other person (other than (A) to or in the Company or any wholly-owned subsidiary of the Company, (B) routine advances for business expenses to current employees in the ordinary course of business of the Company and its subsidiaries in a manner consistent with past practice and in accordance with the Company’s expense reimbursement policies, or (C) extensions of credit to customers in the ordinary course of business of the Company and its subsidiaries in a manner consistent with past practice), or re-invest any funds or monies in any assets or securities with a credit rating lower than those assets or securities into which such funds or monies are invested as of the date of the Merger Agreement;

•        create, incur or otherwise become liable with respect to any indebtedness for borrowed money in excess of $100,000 in the aggregate (or guarantees thereof), issue or sell any debt securities, options, warrants, calls or other rights to acquire any debt securities of the Company or any of its subsidiaries, guarantee any debt securities of another person or enter into any arrangement having the economic effect of any of the foregoing (except with respect to intercompany arrangements);

•        subject to certain permitted exceptions, renew, enter into, amend or modify in any material respects or terminate any Material Contract (as defined in the Merger Agreement), or waive, release or assign any material rights, claims or benefits of the Company or any of its subsidiaries, other than any such action that is solely for purposes of, to the extent necessary, and limited to, carrying on any other action expressly permitted;

•        subject to certain permitted exceptions, (a) grant or increase any compensation, bonus, severance, retention, change in control, termination pay, welfare or other benefits (or amend any existing severance pay or termination arrangement), (b) grant any equity or equity-based awards to any current or former service provider, or exercise any discretion to accelerate the vesting or payment of, any such awards, (c) enter into, establish, adopt, amend or terminate any employment, consulting services, severance, retention, change in control, termination pay, retirement, deferred compensation or other similar agreement or arrangement, (d) fund or provide for funding of any employee plan, other than in the ordinary course of business in a manner consistent with past practice, (e) establish, adopt, enter into, amend or become obligated to contribute to any employee plan or collective bargaining agreement, (f) recognize any new union, works council or similar employee representative with respect to any current or former service provider, (g) establish, adopt or enter into any plan, agreement or arrangement, or otherwise commit to, gross up, indemnify or otherwise reimburse any current or former service provider for any tax incurred by such service provider, including under Section 409A or Section 4999 of the Code, or (h) hire or engage the services of any individual as a service provider who will receive annual base compensation in excess of $75,000 or terminate the service of any service provider who received annual base compensation in excess of $75,000 other than for cause;

•        fail to keep in full force and effect all material insurance policies maintained by the Company and its subsidiaries, other than such policies that expire by their terms (in which event the Company or its applicable subsidiary will use reasonable best efforts to renew, replace or extend such policies) or changes to such policies made in the ordinary course of the business of the Company and its subsidiaries in a manner consistent with past practice;

•        fail to (A) take commercially reasonable actions to protect data security or information security in the ordinary course of business of the Company and its subsidiaries in a manner consistent with past practice, (B) proceed with material data or information security improvements that have been planned and approved as of date of the Merger Agreement or (C) conduct customary data security audits in the ordinary course of business of the Company and its subsidiaries in a manner consistent with past practice, in each case in compliance in all material respects with all internal policies and applicable laws;

•        modify in any material respect any of the Company’s policies related to privacy and information security requirements, or any administrative, technical or physical safeguards related to privacy or data security, except as necessary or beneficial to comply with privacy and information security requirements or required by a governmental authority;

•        convene any regular or special meeting (or any adjournment or postponement thereof) of the Company stockholders other than (A) the Special Meeting (B) to the extent required by an order of a court of competent jurisdiction, an annual meeting of the Company stockholders for purposes of election of directors, ratification of the Company’s auditors and other routine matters in the ordinary course;

•        change the Company’s methods of accounting (including any change to the Company’s fiscal year), except as required by GAAP, or law, or a governmental authority or quasi-governmental authority;

•        commence any action, complaint, litigation or similar proceedings other than in the ordinary course of business of the Company and its subsidiaries in a manner consistent with past practice, or settle, offer or propose to settle, any action, inquiry or investigation (except with respect to immaterial routine matters or in the ordinary course of the business of the Company and its subsidiaries in a manner consistent with past practice), any stockholder action or dispute against the Company or any of its officers or directors or any action, inquiry, investigation or dispute that relates to the transactions contemplated by the Merger Agreement, in each such case, that following the Effective Time, (i) impose (including as a result of any conduct remedy, injunctive or similar relief or any exclusive or nonexclusive license or cross license or similar agreement with respect to intellectual property rights) any obligation to be performed by, or any restriction against, the Company or any of its subsidiaries (other than customary confidentiality provisions) or (ii) require payment by the Company or any of its subsidiaries in excess of $50,000 individually, or $250,000 in the aggregate with all other proceedings; provided that notwithstanding the foregoing, the Company may not settle or propose to settle or compromise any transaction litigation except as expressly permitted in the relevant section of the Merger Agreement;

•        make (outside of the ordinary course of business of the Company and its subsidiaries in a manner consistent with past practice) or change any material tax election, change any tax accounting period, adopt or change any material method of tax accounting, enter into any tax sharing agreement, amend any tax returns, file any tax returns that are due after the Closing Date, enter into any “closing agreement” as described in Section 7121 of the Code with respect to taxes, settle any material tax claim, audit or assessment or surrender any right to claim a material tax refund, offset or other reduction in tax liability, consent to any extension or waiver of the limitation period applicable to any tax claim or assessment relating to the Company or any of its subsidiaries (other than any automatic extensions of time to file tax returns);

•        enter into any new line of business;

•        adopt or implement any stockholder rights plan, “poison pill” or similar device or arrangement;

•        take any action that could reasonably be expected to (A) impede or materially delay consummation of the transactions contemplated by the Merger Agreement on a timely basis, (B) require the receipt of any permit, or consent, approval or waiver of any third party, in each case in connection with the consummation of the transactions contemplated by the Merger Agreement, (C) result in any of the closing conditions not being satisfied, or (D) impair the Company’s ability to perform its obligations under the Merger Agreement or to consummate the transactions contemplated by the Merger Agreement on a timely basis; or

•        offer, propose, agree, authorize, resolve or commit to do any of the foregoing;

provided that nothing contained in the Merger Agreement is intended to give Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, the Company and its subsidiaries will exercise, consistent with the terms and conditions of the Merger Agreement, complete control and supervision over the Company’s and its subsidiaries’ respective businesses, assets and properties.

No Solicitation; Change in Recommendation of the Board

During the period from the date of the Merger Agreement until the Effective Time, except as expressly permitted by the Merger Agreement, the Company will not, and will cause its subsidiaries and its and its subsidiaries’ respective officers, directors, employees and other representatives not to, directly or indirectly:

•        initiate, solicit, propose, seek, knowingly encourage (including by way of furnishing information or data) or take any action designed to facilitate or induce any inquiry regarding, or the making of any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to, an Acquisition Proposal (other than discussions solely to clarify whether such proposal or offer constitutes an Acquisition Proposal);

•        engage in, continue or otherwise participate in any discussions or negotiations relating to, or otherwise cooperate in any way with, any Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal (other than to state that the Company’s non-solicitation covenants prohibit such discussions or negotiations, or discussions solely to clarify whether such proposal or offer constitutes an Acquisition Proposal);

•        furnish or cause to be furnished any confidential or non-public information or data of or with respect to the Company or any of its subsidiaries, or afford or caused to be afforded access to the business, operations, properties, assets, books, records, or other non-public information or data, or to any personnel, of the Company or any of its subsidiaries, to any third party in connection with any Acquisition Proposal or any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to an Acquisition Proposal;

•        amend or grant any waiver or release under any standstill, confidentiality or similar agreement; provided that if, and only if, prior to obtaining the Required Stockholder Approval, the Board determines in good faith, after consultation with its outside legal counsel, that the failure to amend or grant any waiver or release under any such standstill, confidentiality or similar agreement would reasonably be expected to constitute a breach of the directors’ fiduciary duties under Delaware law, the Company may then amend or grant a waiver or release under such standstill, confidentiality or similar agreement, solely to the extent necessary to permit a third party to make, on a confidential basis to the Board, an Acquisition Proposal, conditioned upon such third party agreeing to disclosure of such Acquisition Proposal to Parent;

•        exempt any person (other than Parent, Merger Sub and their respective affiliates) from the restrictions on “business combinations” contained in any restrictive provision of the Company’s certificate of incorporation, bylaws or other organizational documents or in Section 203 of the DGCL (or similar provisions of any other takeover statutes), including approving any transaction under, or a third party becoming an “interested stockholder” under, Section 203 of the DGCL;

•        enter into any Acquisition Proposal or letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, license agreement, joint venture agreement, partnership agreement or other agreement (other than an Acceptable Confidentiality Agreement (as defined in the Merger Agreement)) relating to any Acquisition Proposal, whether such agreement is binding or non-binding (an “Alternative Acquisition Agreement”); or

•        otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal.

The Merger Agreement further provides that, at any time prior to obtaining the Required Stockholder Approval, in response to an unsolicited, bona fide written Acquisition Proposal received after the date of the Merger Agreement, that did not arise from or in connection with a breach of the Company’s non-solicitation obligations under the Merger Agreement, the Company may:

•        enter into an Acceptable Confidentiality Agreement (as defined in the Merger Agreement) with any person that has made an Acquisition Proposal;

•        furnish confidential or non-public information or data of or with respect to the Company or any of its subsidiaries, in response to a request therefor (including non-public information regarding the Company or any of its subsidiaries) or afford access to the business, operations, properties, assets, books, records, or

other non-public information or data, or to any personnel, of the Company or any of its subsidiaries to the person who made such Acquisition Proposal; provided that such information or data has previously been made available to, or is made available to, Parent prior to or substantially concurrently with the time such information or data is made available to such person or its representatives; and provided further, that, prior to furnishing any such information or data, Parent receives from the Company an executed confidentiality agreement that constitutes an Acceptable Confidentiality Agreement between the Company and the person making such Acquisition Proposal; and

•        participate in any discussions or negotiations with any such person or its representatives regarding such Acquisition Proposal.

in each case, if, and only if, prior to taking any action described in the bullets above, (i) the Board determines in good faith (A) after consultation with its outside legal counsel and its financial advisor, that such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to result in a Superior Proposal and (B) after consultation with its outside legal counsel, that failure to take such action described in the first or second bullet above, as applicable, would reasonably be expected to constitute a breach of the directors’ fiduciary duties under Delaware law and (ii) the Company has delivered to Parent written notice advising Parent of the Board’s determination to take the action described in the bullets above.

For purposes of the Merger Agreement, “Acquisition Proposal” means any inquiry, indication of interest, offer or proposal from any person or group (other than Parent, Merger Sub or one or more of their respective affiliates), relating to any transaction or series of related transactions involving:

•        any acquisition or purchase by any person or group, directly or indirectly, of 20% or more (on a non-diluted basis, and whether by voting power or number or shares) of any class of outstanding voting or equity securities of the Company or any of the Company’s subsidiaries whose business constitutes 20% or more of the consolidated net revenues, net income or assets of the Company and its subsidiaries, taken as a whole;

•        any tender offer or exchange offer (including a self-tender offer) that, if consummated, would result in any person or group (or the equityholders or such person) beneficially owning, directly or indirectly, 20% or more (on a non-diluted basis, and whether by voting power or number or shares) of any class of outstanding voting or equity securities of the Company or any of its subsidiaries whose business constitutes 20% or more of the consolidated net revenues, net income or assets of the Company and its subsidiaries, taken as a whole;

•        any merger, consolidation, business combination, spin-off, split-off, joint venture, partnership, liquidation, dissolution (or the adoption of a plan of liquidation or dissolution), share exchange, dual listed company structure, recapitalization or other significant corporate reorganization or similar transaction involving the Company or any of its subsidiaries whose business constitutes 20% or more of the consolidated net revenues, net income or assets of the Company and its subsidiaries, taken as a whole;

•        any sale, lease, exchange, transfer, mortgage, pledge, license or other disposition (including through any arrangement having substantially the same economic effect as a sale of assets) to a person or group of (A) any business constituting 20% or more of the consolidated net revenues or net income of the Company and its subsidiaries, taken as a whole, or (B) 20% or more of the assets of the Company and its subsidiaries, taken as a whole; or

•        any combination of the foregoing.

Pursuant to the Merger Agreement, a “Superior Proposal” means any bona fide, unsolicited written Acquisition Proposal (except that the references in the definition thereof to 20% will be replaced with 50.1%) made by a third party after the date of the Merger Agreement that is not withdrawn and did not arise from or in connection with a breach of the Company’s non-solicitation obligations under the Merger Agreement and that the Board determines in good faith, after considering the advice of its financial advisor and outside legal counsel, (i) would result in a transaction more favorable to the Company stockholders (in their capacity as such) from a financial point of view (after taking into account all relevant factors, including (A) the amount, form and timing of payment of consideration,

and (B) any conditions to, the likelihood of, and the time likely to be required for consummation of such Acquisition Proposal on the terms set forth therein) than the transactions contemplated by the Merger Agreement (after taking into account any revisions to this Agreement proposed by Parent pursuant to certain permitted Adverse Recommendation Changes), and (ii) is reasonably capable of being consummated on the terms proposed, taking into account (A) any legal, financial, regulatory and stockholder approval requirements, (B) the sources, availability and terms of any financing, financing market conditions and the existence of a financing contingency, the likelihood of termination, (C) the timing of closing, (D) the identity of the person or persons making the Acquisition Proposal, and (E) any other aspects considered relevant by the Board.

During the period from the date of the Merger Agreement until the Effective Time, the Company is required to, within forty-eight (48) hours, give written notice to Parent if (i) any Acquisition Proposals are received by, or (ii) any discussions or negotiations with respect to an Acquisition Proposal are sought to be initiated or continued with, in each case, the Company or any of its representatives, providing Parent with the name of such person and the material terms and conditions of such proposals or offers, including complete unredacted copies of proposed agreements, if applicable. After the giving of such notice, the Company must keep Parent informed, on a prompt basis (and, in any event, within forty-eight (48) hours), of the status and material terms of any such proposals or offers (including any material amendments or modifications thereto) and the status of any such discussions or negotiations, including any change in its intentions as previously notified, and will provide Parent with complete unredacted copies of any written agreement, written amendment or written proposed amendment of any such Acquisition Proposal reasonably promptly (and, in any event, within forty-eight (48) hours) after receipt thereof.

Except as set forth in the Merger Agreement, the Board or any committee thereof is not permitted to make an “Adverse Recommendation Change”, meaning that they will not do any of the following:

•        withhold, withdraw, qualify or modify or publicly propose to withhold, withdraw, qualify or modify (in a manner adverse to Parent or Merger Sub) the recommendation of the Board;

•        fail to include the recommendation of the Board that the Company stockholders vote to adopt the Merger Agreement in the proxy statement;

•        fail to reaffirm the recommendation of the Board, prior to the Special Meeting, and within three business days after receipt of a written request of Parent (or, if earlier, at least two business days prior to the Special Meeting) following an Acquisition Proposal that has been publicly announced;

•        fail to recommend against acceptance of a tender or exchange offer by the Company stockholders pursuant to Rule 14d-2 under the Exchange Act for outstanding Shares, prior to the Special Meeting, and no later than 5:30 p.m. (New York City Time) on the tenth (10th) business day after the commencement of such tender offer or exchange offer; or

•        adopt, approve or recommend, publicly declare advisable, publicly propose to adopt, approve or recommend or publicly propose to enter into, any Acquisition Proposal or any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, license agreement, joint venture agreement, partnership agreement or other agreement relating to any Acquisition Proposal (other than a confidentiality agreement as permitted under the Company’s non-solicitation obligations pursuant to the Merger Agreement), whether such agreement is binding or non-binding.

Notwithstanding the foregoing restrictions, at any time prior to obtaining the Required Stockholder Approval, the Board may (A) effect an Adverse Recommendation Change in response to (i) the occurrence of an Intervening Event or (ii) the Company’s receipt of an unsolicited, a bona fide written Acquisition Proposal after the date of the Merger Agreement that is not withdrawn and that did not arise from a breach of the Company’s non-solicitation obligations under the Merger Agreement and constitutes a Superior Proposal, or (B) solely in response to a Superior Proposal,

cause the Company to terminate the Merger Agreement if (and only if) the Company pays the termination fee to Parent and immediately following (and in no event prior to) such termination the Company enters into an Alternative Acquisition Agreement; provided, that prior to, and as a condition to, taking any such action:

•        the Board has determined in good faith, after consultation with its outside legal counsel, that the failure to take such action as described in the Merger Agreement in response to such Superior Proposal or Intervening Event, as applicable, would reasonably be expected to constitute a breach of its fiduciary duties under Delaware law;

•        the Company has provided Parent at least four business days’ prior written notice, of its intention to make an Adverse Recommendation Change or terminate the Merger Agreement with respect to a Superior Proposal, and such notice specifies the material terms and conditions of such Superior Proposal, including any and all Alternative Acquisition Agreements, or reasonably detailed description of such Intervening Event;

•        if requested by Parent, the Company will have been available to engage in good faith negotiations with Parent during the four-day notice period, and caused the Company’s representatives to engage in good faith negotiations with Parent’s representatives during such period to enable revisions to the terms of the Merger Agreement in such a manner that would cause such Adverse Recommendation Change in respect of an Intervening Event to no longer be required, or such Superior Proposal to no longer constitute a Superior Proposal, as applicable; and

•        following such four-day notice period and after considering the results of any negotiations and giving effect to any amendments or modifications made or agreed to in writing by Parent, if any, the Board (after consultation with its independent financial advisor and outside legal counsel) will have determined in good faith, that such Superior Proposal continues to constitute a Superior Proposal or such Intervening Event remains in effect.

Pursuant to the Merger Agreement, an “Intervening Event” means any event, state of facts, circumstance, change, occurrence, development, condition or effect that is material to the financial condition, business, operations, assets, liabilities or results of operations of the Company and its subsidiaries after the date of the Merger Agreement, that was neither known to nor reasonably foreseeable by any executive officer of the Company or any member of the Board as of or prior to the date of the Merger Agreement and becomes known to any executive officer of the Company or any member of the Board after the date of the Merger Agreement and prior to the date of the Special Meeting, provided that in no event will the following be taken into account in determining whether an Intervening Event has occurred:

•        changes in general economic conditions;

•        changes in securities, financial or capital market conditions, including changes in interest rates;

•        changes in general conditions in the industries in which the Company or any of its subsidiaries operate;

•        changes regarding acts of war (whether or not declared), military activity, material armed hostilities, sabotage, or terrorism, or pandemics, epidemics, disease outbreaks, volcanoes, tsunamis, earthquakes, hurricanes, tornados, floods or other natural disasters;

•        changes in general political or social conditions;

•        changes in laws or GAAP affecting Company and its subsidiaries;

•        changes in the trading price or trading volume of the Company common stock;

•        the Company and its subsidiaries’ meeting or exceeding any internal or published budgets, projections, forecasts, or predictions of financial performance for any period;

•        any event, state of facts, circumstance, change, occurrence, development, condition or effect resulting from any breach of the Merger Agreement by any party to the Merger Agreement;

•        any action taken or prohibited from being taken by any party pursuant to and in compliance with the covenants and agreements set forth in the Merger Agreement, and any consequence of such action or inactions; or

•        the receipt, existence or terms of any Acquisition Proposal (or any proposal or inquiry that constitutes, or is reasonably expected to lead to an Acquisition Proposal).

Reasonable Best Efforts

Each of the parties to the merger agreement have agreed to use (and cause their respective controlled affiliates to use) their reasonable best efforts to:

•        take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate the transactions contemplated by the Merger Agreement, including the taking of all acts to cause the conditions to closing to be satisfied as promptly as practicable;

•        obtain all approvals, consents, registrations, waivers, permits, authorizations, exemptions, clearances, orders and other confirmations from any governmental authority necessary or advisable to consummate the transactions contemplated by the Merger Agreement as promptly as practicable;

•        obtain all necessary actions, consents, approvals or waivers from, and the giving of all required notices to, third parties under any contract to which the Company or any of its subsidiaries is a party in connection with the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement (including the Merger); and

•        execute and deliver any additional instruments necessary to consummate the Merger.

In furtherance and not in limitation of the foregoing, each of the Company and Parent will (i) cooperate with each other and use their respective reasonable best efforts to, as promptly as practicable, prepare all documentation, effect all applications, notices, petitions and filings, and obtain all approvals of any governmental authorities that are necessary or advisable to consummate the transactions contemplated by the Merger Agreement as promptly as practicable and to comply with the terms and conditions of all such approvals, (ii) cooperate and coordinate with the other party in the making of such applications, notices, petitions or filings, as applicable, (iii) supply the other party with any information that may be required in order to effectuate such applications, notices, petitions or filings, as applicable and (iv) Parent will pay all filing fees and expenses incurred in connection with regulatory filings.

In no event will Parent or any of its affiliates be required to, and “reasonable best efforts” will in no event require, or be construed to require, Parent or any of its affiliates to (i) initiate, litigate, challenge, defend or otherwise participate or take any action with respect to any action, inquiry or investigation by, against or involving any third party or governmental authority with respect to the transactions contemplated by the Merger Agreement, (ii) enter into any settlement, undertaking, consent decree, stipulation or agreement with any governmental authority in connection with the transactions contemplated by the Merger Agreement, (iii) otherwise take any other steps or actions to defend against, vacate, modify or suspend any injunction, or order, judgment, ruling, decree or decision of any governmental authority, including those relating to the foregoing clause (i) that would prevent or delay the consummation of the transactions contemplated by the Merger Agreement, (iv) agree, propose, negotiate, offer, sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate (including by establishing a trust, licensing any intellectual property rights of the Company (whether pursuant to an exclusive or nonexclusive license) or otherwise), or take any other action (including by providing its consent to permit the Company or any of its subsidiaries to take any of the foregoing actions), or otherwise proffer or agree to do any of the foregoing, with respect to any of the businesses, assets or properties of Parent, the Company, the Surviving Corporation or any of their respective affiliates or subsidiaries, (v) terminate any existing relationships or contractual rights or obligations, (vi) take any action, or commit to take any action, or to accept any restriction, commitment or condition, involving Parent, the Merger Sub, the Company, the Surviving Corporation or any of their respective affiliates or subsidiaries, which would reasonably be expected to be materially financially burdensome to the business, operations, financial condition or results of operations on the business of Parent, the Company, the Surviving Corporation or any of their respective affiliates or subsidiaries, in each case, following the Closing (any such action, restriction, commitment or condition, a “Burdensome Condition”), or (vii) otherwise offer to take or offer to commit to take any action that would limit Parent’s or any of its affiliates’ freedom of action with respect to, or ability to retain, operate or otherwise exercise full rights of ownership with respect to, businesses, assets or properties of Parent, the Company, the Surviving Corporation or any of their respective affiliates or subsidiaries (or equity interests held by Parent or any of its affiliates in entities with businesses, assets or properties). At the request of Parent, the Company will agree to divest, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services or assets of the Company or any of its subsidiaries (but, absent such request, the Company will not take any such action); provided that any such action will be conditioned upon and only effective following the Closing.

The Company and Parent will cooperate with one another in determining whether any actions, consents, approvals or waivers are required to be obtained from, or notices required to be given to, third parties under any contracts to which the Company or any of its subsidiaries is a party in connection with the Merger Agreement and the consummation of the transactions contemplated thereby (including the Merger). Notwithstanding anything to the contrary in the Merger Agreement, in no event will Parent, any Subsidiary of Parent (including Merger Sub), the Company or any subsidiary of the Company be required to (and without the prior written consent of Parent, neither the Company nor any of its Subsidiaries will) pay or make or commit to pay or make any fee, penalty or other consideration or any other accommodation to any party to any such Contract to obtain any consent, approval or waiver in connection with the transactions contemplated by the Merger Agreement.

Prior to the earlier of the Closing or the termination of the Merger Agreement, Parent will not, and will cause its subsidiaries not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any person or substantial portion thereof, in each case, if the entering into of a definitive agreement relating to or the consummation of such acquisition, merger, consolidation or purchase would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by the Merger Agreement.

Indemnification and Insurance

The Merger Agreement requires that, for six years after the Effective Time, Parent will and will cause the Surviving Corporation to, to the fullest extent provided under the Company’s certificate of incorporation and bylaws, (i) indemnify and hold harmless each present or former officer or director of the Company or its subsidiaries (the “Indemnified Persons”) against losses, claims, damages, liabilities, fees (including reasonable and documented out-of-pocket attorneys’ fees), expenses, judgments, settlements, or fines incurred by such Indemnified Person in connection with any pending or threatened claim, suit, action, investigation or proceeding to which such Indemnified Person is a party based on acts or omissions of such Indemnified Person in his or her capacity as an officer or director of the Company occurring at or prior to the Effective Time and pertaining to matters pending, existing or occurring at or prior to the Effective Time; provided, that such indemnification will be subject to any limitation imposed from time to time under DGCL and any other applicable law; (ii) promptly pay on behalf of or advance to each Indemnified Person, reasonable and documented out-of-pocket fees and expenses incurred in defending such claim, suit, action, investigation or proceeding (“Indemnification Expenses”), including payment on behalf of or advancement to the Indemnified Person of any Indemnification Expenses incurred by such Indemnified Person in connection with enforcing any rights with respect to such indemnification or advancement, in each case without the requirement of any bond or other security; provided, that any Indemnified Person to whom Indemnification Expenses are advanced provides an undertaking to repay, promptly or in any case within ten days, the entire amount of such advances if it is ultimately determined under applicable law that such Indemnified Person is not entitled to indemnification; and (iii) assume all obligations of the Company and its subsidiaries to the Indemnified Persons pursuant to the contracts or arrangements set forth in the confidential disclosure letter and in effect as of the date of the Merger Agreement in respect of indemnification, advancement of expenses and exculpation from liabilities for acts or omissions of such Indemnified Person in his or her capacity as an officer or director of the Company occurring at or prior to the Effective Time and pertaining to matters pending, existing or occurring at or prior to the Effective Time.

The Merger Agreement also requires that, for a period of six years from and after the Effective Time, the Surviving Corporation will use its reasonable best efforts to maintain in effect, for the benefit of directors and officers of the Company, insurance policies, including fiduciary liability insurance policies (the “D&O Insurance”) that is not less favorable in the aggregate than the Company’s existing policies; and provided that the Surviving Corporation will not be required to pay annual premiums for the D&O Insurance in excess of 300% of the last annual premium paid by the Company prior to the date of the Merger Agreement (such percentage of such annual premium amount, the “Premium Cap”), but in such case will purchase as much coverage as reasonably practicable for such amount. In lieu of the foregoing, the Merger Agreement provides that Parent or the Company may purchase, prior to the Effective Time, a “tail” policy on terms and conditions providing equivalent coverage to that described in the preceding sentence for an aggregate period of six years from and after the Effective Time, to the extent that the same may be obtained for a premium amount that, in the aggregate, does not exceed the Premium Cap.

For a period of no less than six years from the Effective Time, Parent will cause the Surviving Corporation to, and the Surviving Corporation will, maintain in effect provisions with respect to exculpation, indemnification and advancement of expenses that are at least as favorable to the Indemnified Persons as the exculpation, indemnification

and advancement of expenses provisions of the certificate of incorporation and bylaws or similar organizational documents of the Company or its subsidiaries in effect as of the date of the Merger Agreement, and will not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any Indemnified Persons, except as required by applicable law.

Finally, the Merger Agreement provides that, in the event that Parent, the Surviving Corporation or any of its respective successors or assigns (i) consolidates with or merges into any other person or entity and will not be the continuing or surviving corporation or (ii) transfers all or substantially all of its properties and assets to any person or entity, then proper provision will be made so that such continuing or surviving corporation or entity or transferee of such assets will assume all of the obligations set forth in the applicable indemnification provisions of the Merger Agreement.

Notwithstanding the foregoing, no indemnification payments will be made to an Indemnified Person with respect to an administrative proceeding or civil action initiated by any governmental authority that is a federal banking agency unless all of the following conditions are met: (i) Parent’s board of directors determines in writing that the Indemnified Person acted in good faith and in the best interests of the Company; (ii) Parent’s board of directors determines that the payment will not materially affect the Parent’s safety and soundness; (iii) the payment does not fall within the definition of a prohibited indemnification payment under 12 C.F.R. Part 359; and (iv) the Indemnified Person agrees in writing to reimburse Parent, to the extent not covered by permissible insurance, for payments made in the event that the administrative or civil action instituted by a banking governmental authority results in a final order or settlement in which the Indemnified Person is assessed a civil money penalty, is prohibited from banking, or is required to cease an action or perform an affirmative action.

Employee Benefits Matters

The Merger Agreement provides that for a period beginning at the Effective Time and ending on the first anniversary of the Effective Time, Parent will provide each employee of the Company or its subsidiaries as of immediately prior to the Effective Time (each, a “Continuing Employee”) with (i) a base salary or base wages that are no less favorable than those in effect immediately prior to the Closing, (ii) a cash target bonus opportunity that is similar to any such bonus opportunity offered to similarly situated Parent employees, and (iii) employee benefits that are substantially comparable in the aggregate to those offered to, either, at Parent’s election, (A) such Continuing Employees immediately prior to the Closing or (B) similarly situated newly hired employees of Parent or Parent’s affiliates and (iv) severance benefits that are provided for in an applicable employment agreement that is in effect after Closing or as is set forth in the disclosure letter in connection with the Merger Agreement. Notwithstanding the foregoing, neither Parent nor any of its Affiliates will have any obligation to issue, or adopt any plans or arrangements providing for the issuance of, shares of capital stock, warrants, options, stock appreciation rights or other rights in respect of any shares of capital stock of any entity or any securities convertible into, or exchangeable or exercisable for, such shares pursuant to any such plans or arrangements.

The Company is required to terminate, effective as of the day immediately prior to the Closing Date and contingent upon the occurrence of the Closing, the Company’s 2020 Equity Incentive Plan, and the ESPP, and may be required to terminate the Company’s 401(k) plan, also effective as of the day immediately prior to the Closing Date and contingent upon the occurrence of the Closing. With respect to the ESPP, as of the signing date, (a) no new participants are permitted to participate in the ESPP, (b) participants may not increase their payroll deductions or purchase elections and (c) except for the offering or purchase period currently in effect (the “Final Offering Period”), no offering or purchase period will be authorized, continued or commenced. If Closing would occur (i) during the Final Offering Period or (ii) after the end of the Final Offering Period, then all amounts allocated to each participant’s account under the ESPP at the end of the Final Offering Period will be used to purchase whole Shares under the terms of the ESPP which Shares, to the extent outstanding immediately prior to Closing, will be canceled at Closing in exchange for the right to receive the Merger Consideration in and any funds that remain in a participant’s account will be returned to the participant.

Warrant Agreement

Prior to the Closing, the Company will use reasonable best efforts to enter into an amendment to the Warrant Agreement with the warrant agent to (a) provide for the delivery of the Alternative Issuance and (b) clarify that following the Effective Time, the Company (or its successor or affiliates) will have no obligations to register the Company Warrants

or Company common stock, or otherwise file or maintain any registration statement with respect to the Company Warrants or Company common stock, in each case, on mutually agreed terms by and between the Company, and the warrant agent and which terms are satisfactory to Parent.

Intellectual Property

During the period from the date of the Merger Agreement until the Effective Time, the Company will (a) use best efforts to cause Customers Bank to assign, transfer and convey all its right, title and interest in and to certain patents and trademarks held by Customers Bank to the Company so that the Company is the sole and exclusive owner of such intellectual property and holds all right, title and interest therein and thereto, free and clear of any lien other than permitted liens and (b) execute and enter into a confirmatory confidentiality and invention assignment agreements, in a form reasonably satisfactory to Parent, with each current employee or independent contractor (and use best efforts to do the same with respect to each former employee or independent contractor) involved in the development of any material company product, software, business data, or confidential information for the Company, vesting all rights in any work product for the benefit of the Company and retroactive to cover the entire period through which such person provided services to the Company (as an employee or otherwise).

Certain Additional Covenants and Agreements

The Merger Agreement also contains additional covenants between the Company, Parent and Merger Sub relating to, among other things, (i) reasonable best efforts to cooperate with respect to the other party’s obligations under the Merger Agreement; (ii) public announcements with respect to the Merger; and (iii) notice of certain events to the other party.

Conditions of the Merger

Each party’s obligations to effect the Merger are subject to the satisfaction (or waiver, to the extent permitted by law) of the following conditions:

•        Stockholder Approval: the Required Stockholder Approval will have been obtained in accordance with applicable Law and the certificate of incorporation and bylaws of the Company;

•        No Restraint: the absence of any law or any injunction by a governmental authority of competent jurisdiction restraining or otherwise prohibiting the consummation of the transactions contemplated by the Merger Agreement; and

•        Regulatory Approval: The Requisite Regulatory Approvals will have been obtained and will remain in full force and effect, and all statutory waiting periods in respect thereof will have expired or early terminated.

The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction (or written waiver by Parent, to the extent permitted by law) of the following additional conditions:

•        the truthfulness and correctness of representations and warranties of the Company to the extent specified in the Merger Agreement, subject to certain qualifications, including materiality qualifications;

•        the Company having performed or complied in all material respects with the obligations required to be performed or complied with by the Company at or prior to the Closing under the Merger Agreement;

•        the absence of any change, event, development, occurrence, state of facts, circumstance or effect that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect since the date of the Merger Agreement;

•        none of the Requisite Regulatory Approval contain, will have resulted in or would reasonably be expected to result in, the imposition of Burdensome Conditions;

•        holders of not more than 10% of the outstanding shares of Company common stock have demanded, properly and in writing, appraisal for such shares;

•        an amendment to the Warrant Agreement providing for the delivery of the Alternative Issuance (pursuant to Section 4.4 of the Warrant Agreement) has been duly executed and is in full force and effect; and

•        there is no law or contract that would prevent the delisting by the Surviving Corporation of the Company Public Warrants from NYSE American and the deregistration of the Company Public Warrants under the Exchange Act.

The obligations of Company to consummate the Merger are subject to the satisfaction (or written waiver by the Company, to the extent permitted by law) on or prior to the Closing Date of the following additional conditions:

•        the truthfulness and correctness of representations and warranties of Parent and Merger Sub to the extent specified in the Merger Agreement, subject to certain materiality qualifications; and

•        Parent and Merger Sub having performed or complied in all material respects with the obligations required to be performed or complied with by them at or prior to the Closing under the Merger Agreement.

Each party may waive any of the conditions to its obligations to consummate the Merger except where waiver is not permitted by law.

Termination of the Merger Agreement

The Merger Agreement may be terminated, and the transactions contemplated by the Merger Agreement may abandoned, at any time prior to the Effective Time, whether before or after receipt of the Required Stockholder Approval, by mutual written agreement of the Company and Parent.

Termination by Either the Company or Parent

In addition, the Company, on the one hand, or Parent, on the other hand, may terminate the Merger Agreement and abandon the Merger at any time prior to the Effective Time, whether before or after receipt of the Required Stockholder Approval (except as set forth below), if:

•        the Effective Time has not occurred on or before 5:00 p.m. (New York City time) on the End Date, as such date will be extended for three months if by January 31, 2025, all conditions to the Closing have been satisfied other than conditions relating to regulatory approvals and legal restraints; provided that this right to terminate the Merger Agreement will not be available to any party if such party’s breach of any of its representations, warranties, covenants or agreements set forth in the Merger Agreement in any manner principally caused or resulted in the failure of the Effective Time to occur on or before the End Date;

•        any legal restraint restraining or prohibiting the consummation of the transactions contemplated by the Merger Agreement is in effect and has become final and nonappealable; provided that the party seeking to terminate the Merger Agreement as set forth herein has used reasonable best efforts to prevent the entry into and to remove such restraint subject to the terms and conditions of the Merger Agreement; and provided, further, that such right to terminate will not be available to any party if that party’s breach of the Merger Agreement has been the principal cause of, or resulted in, such legal restraint;

•        the Special Meeting (including any adjournments or postponements thereof) has concluded and the Required Stockholder Approval has not been obtained; or

•        any governmental authority has denied a Requisite Regulatory Approval and such denial has become final or any governmental authority has requested that either party or its respective affiliates withdraw and not be permitted to submit within 60 days following such withdraw, any application with respect to a Requisite Regulatory Approval; provided that such right to terminate will not be available to any party if such party’s breach of any of its representations, warranties, covenants or agreements set forth in the Merger Agreement in any manner principally caused or resulted in, such denial, lack of grant or request.

Termination by Parent

Parent may also terminate the Merger Agreement and abandon the Merger by written notice to the Company at any time prior to the Effective Time, whether before or after receipt of the Required Stockholder Approval, if:

•        at any time prior to obtaining the Required Stockholder Approval, an Adverse Recommendation Change has occurred;

•        the Company has breached any of its representations or warranties or failed to perform any of its covenants or agreements in the Merger Agreement, which breach or failure to perform (i) would give rise to the failure of any of the conditions set forth under the fourth and fifth bullets described above in the section entitled “Conditions of the Merger” and (ii) which is incapable of being cured by the End Date or, if curable by the End Date, is not cured by the Company within the earlier of (A) 30 days of receipt by the Company of written notice of such breach or failure or (B) three business days prior to the End Date; provided that Parent will not have the right to terminate the Merger Agreement pursuant to this right to terminate if Parent is then in material breach of any of its representations, warranties, covenants or agreements under the Merger Agreement and the Company would be entitled to terminate the Merger Agreement as set forth in the second bullet of the subsection “Termination by the Company” below; or

•        the Company has breached any of its covenants or agreements in any material respect with respect to giving notice of and convening the Special Meeting or if the Company has breached its non-solicitation obligations as provided in the Merger Agreement.

Termination by the Company

The Company may also terminate the Merger Agreement and abandon the Merger by written notice to Parent at any time prior to the Effective Time, whether before or after receipt of the Required Stockholder Approval (except as otherwise noted):

•        prior to obtaining the Required Stockholder Approval, in order to accept a Superior Proposal and enter into a binding definitive written agreement with respect to such Superior Proposal; provided that (i) the Company has complied with its non-solicitation obligations set forth in the Merger Agreement (including the obligations described in the section of this proxy statement entitled “— No Solicitation; Change in Recommendation of the Board”); (ii) the Company pays Parent or its designee a termination fee of $2.75 million; and (iii) immediately following such termination, the Company enters into such binding and definitive written agreement with respect to the foregoing Superior Proposal; or

•        if either of Parent or Merger Sub has breached any of its representations or warranties or failed to perform any of its covenants or agreements in the Merger Agreement, which breach or failure to perform (i) would give rise to the failure of any of the conditions to the Company’s obligations to close as described above in the section entitled “Conditions of the Merger” and (ii) which is incapable of being cured by the End Date or, if curable by the End Date, is not cured by the Parent or Merger Sub within the earlier of (A) 30 days of receipt by Parent of written notice of such breach or failure or (B) three business days prior to the End Date; provided that the Company will not have the right to terminate the Merger Agreement pursuant to this right to terminate if the Company is then in material breach of any of its representations, warranties, covenants or agreements under the Merger Agreement such that Parent would be entitled to terminate the Merger Agreement as set forth in the second bullet of the subsection “— Termination by Parent” above.

Termination Fees

The Company will be required to pay to Parent a termination fee of $2.75 million if the Merger Agreement is terminated:

•        by either the Company or Parent, in each case, because (i) the Merger has not been consummated by the End Date or the Required Stockholder Approval is not obtained or by Parent because the Company breaches any representation, warranty, covenant or agreement in the Merger Agreement such that the conditions to the obligations of Parent and Merger Sub to effect the Merger would not be satisfied by the End Date, and (ii)(A) an Acquisition Proposal has been made or publicly disclosed, (B) such Acquisition Proposal has not been withdrawn and (C) at any time within 12 months after termination of the Merger Agreement, the Company or any of its subsidiaries enter into an Alternative Acquisition Agreement with respect to any Acquisition Proposal or a transaction contemplated by any Acquisition Proposal will have been consummated (for purposes of this clause (C), each reference to “20%” in the definition of Acquisition Proposal will be deemed to be a reference to “50.1%”);

•        by Parent because (i) the Board makes an Adverse Recommendation Change prior to obtaining the Required Stockholder Approval or (ii) the Company breaches its (A) covenant to call, give notice of, convene or hold the Special Meeting in any material respects or (B) non-solicitation covenants in the Merger Agreement;

•        by either Parent or the Company because (i)(A) the Merger has not been consummated by the End Date, or (B) the Stockholder Approval is not obtained and (ii) at the time of such termination, Parent had the right to terminate the Merger Agreement because (A) the Board makes an Adverse Recommendation Change prior to obtaining the Stockholder Approval or (B) the Company (I) breaches its covenant to call, give notice of, establish a record date for, convene or hold the Special Meeting in any material respects or (II) breaches its non-solicitation covenants in the Merger Agreement; or

•        the Board accepts a Superior Proposal.

Parent will be required to reimburse the Company for any reasonable, documented and out-of-pocket costs and expenses incurred by the Company prior to the termination of the Merger Agreement, with respect to the Company’s engagement of its outside counsel and outside financial advisors in connection with the evaluation and negotiation of the Merger Agreement, and its external auditor in connection with the Company’s performance of its obligations under the Merger Agreement, collectively in the aggregate up to $2.75 million, no later than three business days after receipt by Parent of invoices from the Company following such termination, if the Merger Agreement is terminated by either the Company or Parent, in each case, due to (i) the final or nonappealable legal restraint or (ii) the denial by governmental authority as described in the second and forth bullets, respectively, above in the section entitled “Termination of the Merger Agreement”, or (iii) the Merger has not been consummated by the End Date, in each case, solely as the result of any legal restraint or restrictions arising from any banking law or imposed by a banking regulator (including FDIC and North Carolina Office of the Commissioner of Banks) and all other conditions to the Closing or the conditions of Parent and Merger Sub to close have been satisfied or waived, as applicable.

Exclusive Remedy

Except in the case of fraud, willful breach or intentional misrepresentation on the part of Parent or the Company, (i) the Company’s payment of the termination fee of $2.75 million or (ii) Parent’s reimbursement of any reasonable, documented and out-of-pocket costs and expenses incurred by the Company prior to the termination of the Merger Agreement, with respect to the Company’s engagement of its outside counsel and outside financial advisors in connection with the evaluation and negotiation of the Merger Agreement, and its external auditor in connection with the Company’s performance of its obligations under the Merger Agreement collectively in the aggregate up to $2.75 million, in each case, constitutes the sole and exclusive remedy of Parent and Merger Sub against the Company, any of its subsidiaries or any of its or their representatives, or the sole and exclusive remedy of the Company against Parent or Merger Sub, any of their subsidiaries or representatives, for all losses and damages suffered as a result of the Merger Agreement.

Fees and Expenses

Parent will pay filing fees and expenses incurred for certain regulatory filings and permits applications subject to the terms and conditions set forth in the Merger Agreement, excluding all fees and expenses payable to any attorneys, accountants, consultants or other advisors, which will be paid by the party incurring such expenses.

Amendment and Waivers

Any provision of the Merger Agreement may be amended or waived prior to the Effective Time and if and only if such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to the Merger Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective; provided that after the Required Stockholder Approval, the effectiveness of such amendment will be subject to the approval of the Company stockholders if required by applicable law.

Governing Law; Jurisdiction

The Merger Agreement is governed by, and will be construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under any applicable conflict of laws principles.

Any legal, regulatory or administrative proceeding, suit, investigation, arbitration or action arising out of or in connection with the Merger Agreement or the transactions contemplated thereby will properly and exclusively lie in the Court of Chancery of the state of Delaware (or, if such court declines to accept jurisdiction over any action, any state or federal court within the State of Delaware).

Specific Enforcement

The parties to the Merger Agreement agreed that irreparable damage for which monetary relief, even if available, would not be an adequate remedy, would occur in the event that any provision of the Merger Agreement is not performed in accordance with its specific terms or is otherwise breached, including if the parties fail to take any action required of them to consummate the Merger Agreement and the Merger.

The parties acknowledged and agreed that they will be entitled to an injunction, specific performance and other equitable relief to prevent breaches of the Merger Agreement and to enforce specifically the performance of the Merger Agreement and the terms and provisions thereof, this being in addition to any other remedy to which they are entitled pursuant to the Merger Agreement or at law or in equity. If any party brings any bona fide action to enforce specifically the performance of the terms and provisions of the Merger Agreement, the End Date will automatically be extended by (i) the amount of time during which such action is pending, plus ten business days or (ii) such other time period established by the court presiding over such action.

VOTING AGREEMENTS

The following summarizes the material provisions of the Voting Agreements. This summary does not purport to be complete, may not contain all of the information about the Voting Agreements that is important to you and is qualified in its entirety by the full form of the Voting Agreement, as attached to this proxy statement as Annex B, which we incorporate by reference into this proxy statement. We recommend that you read the form Voting Agreement carefully and in its entirety, as the rights and obligations of the parties thereto are governed by the express terms of the Voting Agreements and not by this summary or any other information contained in this proxy statement.

Concurrently with the execution and delivery of the Merger Agreement on October 24, 2024, and on December 2, 2024, the Supporting Holders, in their capacity as stockholders of the Company, entered into Voting Agreements with the Company, Parent and Merger Sub, pursuant to which such Supporting Holders agreed to, upon the terms and subject to the conditions therein, vote, or cause to be voted, at the Special Meeting (and at every adjournment or postponement thereof), or deliver a written consent covering, all of the shares of Company common stock held by them at that time (1) in favor of (i) the adoption of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger and any amended and restated Merger Agreement or amendment to the Merger Agreement, and any actions required in furtherance thereof, and (ii) the approval of any proposal to adjourn or postpone the Special Meeting to a later date, if there are not sufficient votes to obtain the Required Stockholder Approval on the date on which such meeting is held; (2) against (i) any Acquisition Proposal (as defined in the Voting Agreements), (ii) any transaction (A) made in opposition to adoption of the Merger Agreement or (B) that could result in a breach of any covenant, representation or warranty or any other obligation of the Company under the Merger Agreement, or (iii) any action, agreement, amendment to any agreement or organizational document, transaction, matter or proposal submitted for vote or written consent of the Company stockholders, that is intended or could impede, interfere with, prevent, delay, postpone, discourage, adversely affect, frustrate the purposes of, or inhibit the timely consummation of the Merger or the other transactions contemplated by the Merger Agreement or the Voting Agreements or the fulfillment of the Company’s, Parent’s or Merger Sub’s obligations or conditions under the Merger Agreement. In addition, the Voting Agreements provide that such Supporting Holders will not transfer any of their shares of Company common stock, or except as otherwise permitted by the Voting Agreement or by order of a court of competent jurisdiction, take any action that could restrict or otherwise affect the stockholder’s legal power, authority and right to vote all of the Shares then beneficially owned by him, her or it, or otherwise comply with and perform his, her or its covenants and obligations under the Voting Agreement, subject to certain exceptions, during the term of the Voting Agreements. The Voting Agreement requires each Supporting Holder to agree to non-compete and non-solicit restrictions during the period commencing on the Closing Date and ending on the date that is 18 months from the Closing Date, with customary exceptions. In connection with the execution of the Voting Agreement, certain Supporting Holders agreed to cancel and terminate without any payment or other considerations at the Closing all of the Company Warrants that are owned or beneficially owned by such Supporting Holders.

The Voting Agreements remain in effect until the earlier to occur of the Effective Time or the date of termination of the Merger Agreement in accordance with its terms. The Voting Agreements are governed by the laws of the State of Delaware.

As of the record date, the Supporting Holders held, in the aggregate, shares of Company common stock representing approximately 7.36% of the voting power of the total outstanding shares of Company common stock.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of Company common stock as of December 2, 2024 (“the “Table Date”) by (i) each person or group who is known by the Company to be a beneficial owner of 5% or more of the outstanding shares of Company common stock, (ii) each director of the Company, (iii) each of the Company’s named executive officers and (iv) all directors and executive officers of the Company as a group.

Beneficial ownership is determined under rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. Unless otherwise indicated by footnote, the Company believes that each person and entity named in the table has sole voting and investment power with respect to all of the shares of common stock shown as beneficially owned by such person or entity.

In the table below, percentage ownership is based on 12,088,487 shares of common stock outstanding on the Table Date. When applicable, the beneficial ownership table below includes the Company common stock underlying any Company Warrants because these securities are exercisable and the Company common stock subject to Company Stock Awards that will be vested within 60 days after the Table Date. The underlying Company common stock are deemed to be outstanding and beneficially owned by the person holding such Company Warrants or Company Stock Awards, as applicable, for the purpose of computing the percentage of beneficial ownership of that person and a group of which that person is member, but are not deemed outstanding for the purpose of computing the percentage of beneficial ownership for any other person. The Company Warrants are not in-the-money as of the Table Date.

Unless otherwise indicated, the address of each named person is c/o BM Technologies, Inc., 201 King of Prussia Road, Suite 650, Wayne, PA 19087.

Beneficial Ownership Table

____________

*        Represents less than 1% of the outstanding shares of Company common stock.

(1)      This information is based on a Form 3 filed with the SEC on February 3, 2021, includes 924,423 shares held by Schechter Private Capital Fund I, LLC — Series Q and 988,176 shares held by Schechter Private Capital Fund I, LLC — Series Q2, 633,892 Company Warrants held by Schechter Private Capital Fund I, LLC — Series Q and 677,609 Company Warrants held by Schechter Private Capital Fund I, LLC — Series Q2. Schechter Private Capital Fund I, LLC is managed by Schechter Private Capital, LLC. Decisions regarding the voting or disposition of the shares held by the foregoing are made by the president of Schechter Private Capital, LLC, Marc Schechter. Aaron Hodari is a manager and vice president of Schechter Private Capital, LLC, and Mr. Hodari disclaims ownership of any of the shares of Company common stock held by Schechter Private Capital Fund I, LLC. The address of Schechter Private Capital Fund I, LLC — Series Q and Schechter Private Capital Fund I, LLC — Series Q2 is 251 Pierce Street, Birmingham, MI 48009. We have not made any independent determination as to the beneficial ownership of this stockholder and are not restricted in any determination we may make by reason of inclusion of such stockholder or their shares in this table.

(2)      The information is based on a Schedule 13G/A filed with the SEC on February 12, 2024. As set forth in such filing, Pacific Ridge Capital Partners, LLC has sole voting power over 420,508 shares of Company common stock and sole dispositive power with regard to 645,768 shares of common stock. The address of the principal business office of the aforementioned reporting person is 4900 Meadows Rd, Suite 320, Lake Oswego, OR 97035. We have not made any independent determination as to the beneficial ownership of this stockholder and are not restricted in any determination we may make by reason of inclusion of such stockholder or their shares in this table.

(3)      This information is based on a Schedule 13G/A filed with the SEC on February 14, 2024. As set forth in such filing, Veradace Partner L.P., a Delaware limited partnership, is the record and direct beneficial owner of the securities reported therein; Veradace Capital Management LLC, as the investment adviser to Veradace Partner L.P., may be deemed to beneficially own the securities held by Veradace Partner L.P.; Alexander Vezendan, and John Conlin, principals of Veradace Capital Management LLC, may be deemed to beneficially own securities owned by Veradace Capital Management LLC. The aforementioned reporting persons have shared dispositive power and voting power with the 659,102 shares of Company common stock. The address of the principal business office of the aforementioned reporting persons is 2626 Cole Avenue, Suite 300, Dallas, Texas, 75204. We have not made any independent determination as to the beneficial ownership of this stockholder and are not restricted in any determination we may make by reason of inclusion of such stockholder or their shares in this table.

(4)      This information is based on a Schedule 13G/A filed with the SEC on February 24, 2023. As set forth in such filing, Walleye Capital LLC, a Minnesota limited liability company, has sole voting and dispositive power over 630,582 shares of Company common stock. The address of the principal business office of the aforementioned reporting person is 2800 Niagara Lane N, Plymouth, Minnesota, 55447. We have not made any independent determination as to the beneficial ownership of this stockholder and are not restricted in any determination we may make by reason of inclusion of such stockholder or their shares in this table.

(5)      According to records obtained from the Company’s transfer agent, Mr. Choudhrie is the beneficial owner of 392,769 shares of our common stock and warrants to purchase 1,604,520 shares of the Company common stock. Mr. Choudhrie may own additional securities not ascertainable by the Company from the transfer agent’s records.

(6)      The information is based on a Schedule 13G filed with the SEC on November 4, 2024. As set forth in such filing, M3 Partners, L.P., a Delaware limited partnership, is the record and direct beneficial owner of the securities reported therein. M3 Funds, LLC, a Delaware limited liability company and a general partner of M3 Partners, L.P., and M3F, Inc., a Utah corporation and the investment advisor of M3 Partners, L.P., could each be deemed to be indirect beneficial owners of the securities reported therein, and could be deemed to share such beneficial ownership with M3 Partners, L.P. Jason A. Stock and William C. Waller are the managers of M3 Funds, LLC and the managing directors of M3F, Inc., and could be deemed to share such indirect beneficial ownership with M3 Funds, LLC, M3F, Inc. and M3 Partners, L.P. The address of the principal business office of the aforementioned reporting persons is 2070 E 2100 S, Suite 250, Salt Lake City, UT 84109. We have not made any independent determination as to the beneficial ownership of this stockholder and are not restricted in any determination we may make by reason of inclusion of such stockholder or their shares in this table.

(7)      The information is based on a Schedule 13G filed with the SEC on November 5, 2024. As set forth in such filing, the beneficial ownership of Funicular Funds, LP, a Delaware limited partnership consists of 1,626,177 Company Warrants exercisable for 1,626,177 shares of Company common stock. Cable Car Capital LLC, a California limited liability company and the general partner of Funicular Funds, LP, and Jacob Ma-Weaver, a U.S. citizen and the Managing Member of Cable Car Capital LLC, may each be deemed the beneficial owner of the shares held by Funicular Funds, LP. The address of the principal business office of the aforementioned reporting persons is 601 California Street, #1151, San Francisco, CA 94108. We have not made any independent determination as to the beneficial ownership of this stockholder and are not restricted in any determination we may make by reason of inclusion of such stockholder or their shares in this table.

(8)      Includes 64,686 shares of Company common stock underlying 64,686 Company RSUs held by Ms. Sidhu that will vest on January 4, 2025.

(9)      Mr. Hodari has indirect interest in the shares of Company common stock through his ownership of membership interests in Schechter Private Capital, LLC, but does not have voting or dispositive control over the securities and disclaims ownership of any of the shares of Company common stock or Company Warrants held by Schechter Private Capital Fund I, LLC.

(10)    Includes 1,000 shares of Company common stock each director of the Company (excluding Luvleen Sidhu) is entitled to receive by the end of 2024 pursuant to the BMTX 2020 Equity Incentive Plan.

(11)    Includes 167,138 shares of Company common stock underlying the 167,138 Company Warrants held by Brent Hurley.

MARKET PRICE AND DIVIDEND INFORMATION

Shares of Company common stock and the Company Public Warrants are listed on NYSE American under the trading symbols “BMTX” and “BMTX.WT”, respectively.

The table below provides the high and low intra-day trading prices for shares of Company common stock, as reported by the NYSE American.

____________

(1)      Beginning on January 6, 2021 with respect to Company common stock.

On October 23, 2024, the last full trading day prior to the execution of the Merger Agreement, the closing price for shares of Company common stock was $3.25 per share. The $5.00 per share to be paid for each share of Company common stock pursuant to the Merger Agreement represents a premium of approximately 53.8% over the closing price on October 23, 2024. The closing sale price of the Company Public Warrants on October 23, 2024, the last full trading day prior to the execution of the Merger Agreement, was $0.03 per warrant. On December 2, 2024, the latest practicable trading day before the filing of this proxy statement, the reported closing price for shares of Company common stock on NYSE American was $4.72 and the closing sale price of the Company Public Warrants was $0.40 per warrant. You are encouraged to obtain current market quotations for shares of Company common stock in connection with voting your shares of Company common stock.

As of the close of business on the record date, there were 12,088,487 shares of Company common stock outstanding and entitled to vote, held by 1,120 Company stockholders of record. The number of holders is based upon the actual number of holders registered in our records at such date and excludes holders of shares in “street name” or persons, partnerships, associations, corporations or other entities identified in security positions listings maintained by depository trust companies.

The Company has never declared or paid any cash dividends on shares of Company common stock. The Company does not anticipate paying cash dividends on shares of Company common stock in the foreseeable future, and under the terms of the Merger Agreement, the Company is prohibited from declaring, setting aside, or establishing a record date for or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, other than dividends payable by any of wholly owned subsidiary of the Company.

HOUSEHOLDING

The SEC has approved rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding”, potentially provides extra convenience for stockholders and cost savings for companies.

Under this procedure, banks, brokers or other nominees with account holders who are Company stockholders may be “householding” proxy materials. A single copy of this proxy statement will be delivered to multiple Company stockholders sharing an address unless contrary instructions have been received from the affected Company stockholders. If you have received notice from your bank, broker or other nominee that they will be “householding” communications to your address, such “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate copy of the proxy statement, please notify your bank, broker or other nominee and write or call us at the following address or phone number: General Counsel, BM Technologies, Inc., 201 King of Prussia Road, Suite 650, Wayne, PA 19087, (877) 327-9515. We will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the proxy statement to a Company stockholder at a shared address to which a single copy of the documents was delivered.

STOCKHOLDER PROPOSALS

If the Merger is consummated, we will not have public stockholders and there will be no public participation in any future stockholder meetings. Until the Merger is consummated, you will continue to be entitled to attend and participate in stockholders meetings, including the Company’s annual meetings of Company stockholders, and we will provide notice of or otherwise publicly disclose the date on which the 2025 annual meeting of Company stockholders will be held.

Company stockholders are entitled to present proposals for action and director nominations at the 2025 annual meeting of Company stockholders, if held, only if they comply with the applicable requirements of the proxy rules established by the SEC and the applicable provisions of our by-laws. We will consider for inclusion in our proxy materials for our 2025 annual meeting of Company stockholders, stockholder proposals that are received at our executive offices, in writing, no later than 5:00 p.m. (Eastern Time) on December 30, 2024, and that comply with all applicable requirements of Rule 14a-8 promulgated under the Exchange Act. Proposals must be sent to our General Counsel at BM Technologies, Inc., 201 King of Prussia Road, Suite 650, Wayne, PA 19087.

Pursuant to our bylaws, stockholders wishing to nominate persons for election as directors or to introduce an item of business at an annual meeting that are not to be included in our proxy materials must have given timely notice thereof in writing to our General Counsel. To be timely for the 2025 annual meeting of Company stockholders, you must notify our General Counsel, in writing, no earlier than February 20, 2025, and no later than 5:00 p.m. (Eastern Time) on March 22, 2025. We also advise you to review our bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations, including the different notice submission date requirements in the event that the date of the notice for the 2025 annual meeting of stockholders is more than 30 days before or 60 days after the first anniversary of the date of the 2024 annual meeting of Company stockholders. In accordance with our bylaws, the Board or chair of the 2025 annual meeting of Company stockholders may determine, if the facts warrant, that a matter has not been properly brought before the meeting and, therefore, may not be considered at the meeting. A copy of our by-laws will be sent to any stockholder upon written request to our General Counsel.

DELISTING AND DEREGISTRATION OF COMPANY COMMON STOCK AND
COMPANY PUBLIC WARRANTS

If the Merger is consummated, there will be no further market for the shares of Company common stock or the Company Public Warrants and, as promptly as practicable following the Effective Time and in compliance with applicable law, the shares of Company common stock and the Company Public Warrants will be delisted from NYSE American, deregistered under the Exchange Act and cease to be publicly traded. As a result, the Company would no longer file periodic reports with the SEC on account of the shares of Company common stock or the Company Public Warrants.

after such materials are furnished to the SEC, we make copies of these documents available to the public, free of charge, through our website, at https://ir.bmtxinc.com/financials/sec-filings. The information contained on, or that may be accessed through, our website is not a part of, and is not incorporated into, this proxy statement.

We have not authorized anyone to give you any information or to make any representation about the proposed Merger or the Company that is different from or adds to the information contained in this proxy statement or in the documents we have publicly filed with the SEC. Therefore, if anyone does give you any different or additional information, you should not rely on it. This proxy statement is dated December 3, 2024. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date (or as of an earlier date if so indicated in this proxy statement), and the sending of this proxy statement to stockholders does not create any implication to the contrary. This proxy statement does not constitute a solicitation of a proxy in any jurisdiction where, or to or from any person to whom, it is unlawful to make a proxy solicitation.

Annex A

AGREEMENT AND PLAN OF MERGER

among

FIRST CAROLINA BANK,

DOUBLE EAGLE ACQUISITION CORP, INC.

and

BM TECHNOLOGIES, INC.

Dated as of October 24, 2024

TABLE OF CONTENTS

AGREEMENT AND PLAN OF MERGER dated as of October 24, 2024 (this “Agreement”), among First Carolina Bank, a North Carolina state-chartered bank (“Parent”), Double Eagle Acquisition Corp, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and BM Technologies, Inc., a Delaware corporation (the “Company”).

Introduction

WHEREAS, the respective boards of directors of the Company, Parent and Merger Sub have approved and declared advisable the acquisition of the Company by Parent, through the merger of Merger Sub with and into the Company pursuant to the General Corporation Law of the State of Delaware (the “DGCL”) and on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, the board of directors of the Company (the “Board of Directors”) has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the holders of the outstanding shares of common stock, par value $0.0001 per share, of the Company (collectively, the “Shares”), (ii) approved, adopted and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, and (iii) resolved to recommend that the Company’s stockholders vote to approve the adoption of this Agreement;

WHEREAS, concurrently with the execution and delivery of this Agreement, as a condition and inducement to the willingness of Parent and Merger Sub to enter into this Agreement, each of the Company’s directors and executive officers and the Company are entering into Voting and Support Agreements with Parent and Merger Sub (the “Voting Agreements”), pursuant to which such Persons will, among other things, vote their Shares in favor of the adoption of this Agreement and take certain other actions in furtherance of the transactions contemplated hereby, in each case, subject to the terms and conditions thereof; and;

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

Article 1
DEFINITIONS

Section 1.01. Definitions.

(a) As used in this Agreement, the following terms have the following meanings:

“Acceptable Confidentiality Agreement” means a confidentiality agreement with the Company or its Subsidiaries that is executed, delivered and effective after the date hereof containing provisions that require any counterparty thereto (and any of its affiliates and representatives named therein) that receive confidential or non-public information or data of or with respect to the Company or its Subsidiaries, or receive access to the business, operations, properties, assets, books, records, or other non-public information or data, or to any personnel, of the Company or any of its Subsidiaries, to keep such information confidential and refrain from using such information (subject to customary exceptions); provided, that the provisions contained therein are at least as restrictive as, and no less favorable, to the Company and its Subsidiaries than, the terms of the Confidentiality Agreement (provided that such confidentiality agreement shall not provide such person with any exclusive right to negotiate with the Company or its Subsidiaries); provided, further, that such confidentiality agreement shall not prohibit performance or compliance by the Company with any of the provisions of Section 5.04.

“Acquisition Proposal” means any inquiry, indication of interest, offer or proposal (other than an inquiry, indication of interest, offer or proposal made or submitted by Parent, Merger Sub or one or more of their respective Affiliates), from any Person or group, relating to any transaction or series of related transactions involving: (i) any acquisition or purchase by any Person or group, directly or indirectly, of 20% or more (on a non-diluted basis, and whether by voting power or number or shares) of any class of outstanding voting or equity securities of (A) the Company or (B) any of the Company’s Subsidiaries whose business constitutes 20% or more of the consolidated net revenues, net income or assets of the Company and its Subsidiaries, taken as a whole; (ii) any tender offer or exchange offer (including a self-tender offer) that, if consummated, would result in any Person or group (or the equityholders or such Person) beneficially owning, directly or indirectly, 20% or more (on a non-diluted basis, and whether by voting power or number or shares) of any class of outstanding voting or equity securities of (A) the Company or (B) any

of its Subsidiaries whose business constitutes 20% or more of the consolidated net revenues, net income or assets of the Company and its Subsidiaries, taken as a whole; (iii) any merger, consolidation, business combination, spin-off, split-off, joint venture, partnership, liquidation, dissolution (or the adoption of a plan of liquidation or dissolution), share exchange, dual listed company structure, recapitalization or other significant corporate reorganization or similar transaction involving (A) the Company or (B) any of its Subsidiaries whose business constitutes 20% or more of the consolidated net revenues, net income or assets of the Company and its Subsidiaries, taken as a whole; (iv) any sale, lease, exchange, transfer, mortgage, pledge, license or other disposition (including through any arrangement having substantially the same economic effect as a sale of assets) to a Person or group of (A) any business constituting 20% or more of the consolidated net revenues or net income of the Company and its Subsidiaries, taken as a whole, or (B) 20% or more of the assets of the Company and its Subsidiaries, taken as a whole; or (v) any combination of the foregoing.

“Action” means any action, complaint, charge, cause of action, claim, demand, litigation, suit, grievance, citation, summons, subpoena, audit, hearing, arbitration or other similar proceeding of any nature, civil, criminal, regulatory, administrative or otherwise, whether in equity or at law, in contract, in tort or otherwise.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person. For the purpose of this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a Person, whether through the ownership of voting securities or partnership or other ownership interests, by Contract or otherwise.

“Balance Sheet” means the audited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2023 and the footnotes thereto set forth in the Form 10-K.

“Banking Regulator” means any Governmental Authority which (i) regulates or supervises banks, and (ii) has jurisdiction to review and approve the Merger, including FDIC and NCCOB.

“Banking Laws” means any Laws related to the regulation or supervision of banks which are applicable to the Merger and Parent.

“Balance Sheet Date” means December 31, 2023.

“Business Data” means all data, information and works of authorship in any medium collected, generated or used by or on behalf of the Company or any of its Subsidiaries in the conduct of the business of the Company and its Subsidiaries, including all proprietary information of or relating to the business, and all Personal Information in the possession, custody or control of the Company and its Subsidiaries, or otherwise held or processed on their behalf.

“Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in Rocky Mount, North Carolina or New York, New York are authorized or required by applicable Law to close.

“Cause” means, with respect to an employee of the Company or any of its Subsidiaries, the definition of “Cause” under such employee’s employment agreement or, if no such employment agreement exists or if such employment agreement does not contain any such definition, (i) any material breach by the employee of any agreement to which the employee or a Company or any of its Subsidiaries are parties, (ii) any act (other than retirement) or omission to act by the Service Provider, including without limitation, the commission of any crime (other than ordinary traffic violations) that may have a material and adverse effect on the business of the Company or any of its Subsidiaries or on the Service Provider’s ability to perform services for the Company or any of its Subsidiaries, or (iii) any material misconduct or neglect of duties by the Service Provider in connection with the business or affairs of the Company or any of its Subsidiaries.

“Code” means the Internal Revenue Code of 1986.

“Collective Bargaining Agreement” means any written or oral agreement, memorandum of understanding or other contractual obligation between the Company or any of its Subsidiaries, on the one hand, and any labor organization or other authorized employee representative representing Service Providers, on the other hand.

“Company Intellectual Property” means, collectively, the Owned Intellectual Property Rights and the Licensed Intellectual Property Rights.

“Company Material Adverse Effect” means any Effect that, individually or in the aggregate, has had, or would reasonably be expected to have, a material adverse effect on: (i) the financial condition, business, operations, assets, liabilities, or results of operations of the Company and its Subsidiaries, taken as a whole; provided, that for purposes of the foregoing clause (i), no such Effect to the extent resulting from or arising out of any of the following shall be taken into account in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur: (A) changes in general economic conditions, (B) changes in securities, financial or capital market conditions, including changes in interest rates, (C) changes in general conditions in the industries in which the Company or any of its Subsidiaries operate, (D) acts of war (whether or not declared), military activity, material armed hostilities, sabotage, or terrorism, (E) pandemics, epidemics, disease outbreaks, volcanoes, tsunamis, earthquakes, hurricanes, tornados, floods or other natural disasters, (F) changes in general political or social conditions, (G) changes in Laws affecting the Company and its Subsidiaries or in the binding interpretation or enforcement thereof by Governmental Authorities following the date of this Agreement, (H) changes in GAAP or the authoritative interpretation thereof affecting the Company and its Subsidiaries (it being understood and agreed that this clause (H) shall not apply with respect to any representation or warranty the purpose of which is to address compliance with GAAP) following the date of this Agreement, (I) changes in the trading price or trading volume of the Shares, in and of itself (it being understood and agreed that this clause (I) shall not apply with respect to any Effects giving rise or contributing to such change that are not otherwise excluded from this definition of “Company Material Adverse Effect”), (J) the failure to meet any internal or published budgets, projections, forecasts, or predictions of financial performance for any period, in and of itself (it being understood and agreed that this clause (J) shall not apply with respect to any Effects giving rise or contributing to such change that are not otherwise excluded from this definition of “Company Material Adverse Effect”), (K) the execution, announcement or performance of this Agreement and the transactions contemplated by this Agreement (it being understood and agreed that this clause (K) shall not apply with respect to (I) any representation or warranty the purpose of which is to address the consequences of the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby or the performance of obligations hereunder or (II) the Company’s and its Subsidiaries’ compliance with or performance of the obligations under Section 5.01) or (L) any action expressly required to be taken or prohibited to be taken by the terms of this Agreement (it being understood and agreed that this clause (L) shall not apply with respect to the covenant set forth in Section 5.01); provided, further, that with respect to the foregoing clauses (A) through (H), any such Effect will be taken into account in determining whether a Company Material Adverse Effect has occurred if it disproportionately adversely affects the Company and its Subsidiaries, taken as a whole, compared to other companies and their respective Subsidiaries, taken as a whole, operating in the industries in which the Company and its Subsidiaries operate (in which case only such incremental disproportionate adverse effect may be taken into account in determining whether there has been, or would reasonably be expected to be, a Company Material Adverse Effect); or (ii) the Company’s ability to consummate the transactions contemplated by this Agreement on or before the End Date.

“Company PBRSU” means each restricted stock unit issued by the Company under the Equity Incentive Plans or as an inducement award, in each case of the foregoing, that contains performance-based vesting requirements.

“Company Product” a product that the Company describes in its most recent annual report that it has made available to its Customers and that are not offered by a third party.

“Company Public Warrant” means each Company Warrant that is publicly listed on NYSE.

“Company RSU” means each restricted stock unit issued by the Company under the Equity Incentive Plans or as an inducement award, in each case of the foregoing, that is subject solely to service-based vesting requirements and not performance-based vesting requirements.

“Company Stock Awards” means, collectively, Company RSUs and Company PBRSUs.

“Company Tax Group” means any consolidated, combined, affiliated, aggregated, unitary or similar group for Tax purposes that includes the Company or one or more of the Subsidiaries of the Company.

“Company Warrant” means any warrant to purchase Shares, an accurate and complete copy of the executed form of which has been made available to Parent prior to the date hereof, including any Company Public Warrant.

“Confidentiality Agreement” means the Confidentiality Agreement dated as of July 9, 2024, between the Company and Parent.

“Consulting Agreement” means each consulting, service provider, change in control or other agreement between the Company or any of its Subsidiaries, on the one hand, and any Independent Contractor, on the other hand.

“Continuing Employee” means each Employee employed by the Company or any of its Subsidiaries immediately prior to the Effective Time whose employment with the Surviving Corporation, Parent or any of their respective Affiliates continues without interruption after the Effective Time.

“Contract” means, with respect to any Person, any legally binding contract, subcontract, agreement, lease, sublease, license, commitment, sale or purchase order, indenture, note, bond, loan, mortgage, deed of trust, insurance policy, instrument or other arrangement, commitment or undertaking, whether written or oral, to which such Person is a party or by which such Person or such Person’s properties or assets are bound.

“Copyrights” means any writings and other works (including literary, pictorial and graphic works), whether copyrightable or not, in any jurisdiction (domestic and foreign), and any and all copyright rights, whether registered or not, and registrations or applications for registration of copyrights in any jurisdiction (domestic and foreign), and any renewals or extensions thereof.

“Customer” means any university, college, research institute or other educational institute that has a Contract with the Company or any Subsidiary of the Company.

“Disclosure Letter” means the disclosure letter dated the date hereof related to this Agreement that has been provided by the Company to Parent and Merger Sub.

“Delaware Law” means any and all Laws of the State of Delaware, including DGCL.

“DOE” means the U.S. Department of Education.

“DTC” means The Depository Trust Company.

“Effect” means any event, state of facts, circumstance, change, condition, occurrence, development, condition or effect.

“Eligible Company Stock Award” means each Company RSU and Company PBRSU, in each case, that is not an Excluded Company Stock Award.

“Employee” means any employee of the Company or any of its Subsidiaries, including any individual engaged through a third party professional employer organization to perform services on behalf or for the benefit of the Company or any of its Subsidiaries.

“Employee Plan” means any (i) “employee benefit plan” as defined in Section 3(3) of ERISA, (ii) compensation, employment, consulting, severance, termination protection, change in control, transaction bonus, retention or similar plan, agreement, arrangement, program or policy or (iii) other plan, agreement, arrangement, program or policy providing for compensation, bonuses, profit-sharing, equity or equity-based compensation or other forms of incentive or deferred compensation, paid time off, vacation benefits, insurance (including any self-insured arrangement), medical, dental, vision, prescription or fringe benefits, life insurance, relocation or expatriate benefits, perquisites, disability or sick leave benefits, employee assistance program, supplemental unemployment benefits or post-employment or retirement benefits (including compensation, pension, health, medical or insurance benefits, and any plan maintained under Section 401(k) of the Code), in each case (A) whether or not written and (B) that is sponsored, maintained, administered, contributed to, required to be contributed to or entered into by the Company or any of its Affiliates for the current or future benefit of any current or former Service Provider or their dependents, or for which the Company or any of its Subsidiaries has or would be reasonably expected to have any current or future liability. The term “Employee Plan” includes any plans, programs, policies and arrangements sponsored or maintained by a third party professional employer organization in which current or former employees, officers or directors of the Company or any of its Affiliates are eligible to participate in connection with their service to the Company or any of its Affiliates.

“Employment Agreement” means each management, employment, severance, retention, relocation, repatriation, expatriation, change in control or similar agreement or offer letter between the Company or any of its Subsidiaries, on the one hand, and any current or former Employee, on the other hand.

“Environmental Laws” means any applicable Laws concerning exposure to Hazardous Substances or protection of the environment (including surface and ground water, drinking water supply, soil, surface or subsurface strata and indoor and ambient air), pollution, natural resources, or worker health and safety, including all those relating to the presence, use, production, generation, handling, transport, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control or cleanup of any Hazardous Substance.

“Environmental Permits” means all Permits required to be held by the Company or any of its Subsidiaries pursuant to Environmental Laws.

“Equity Incentive Plans” means, collectively, the Company’s BMTX 2020 Equity Incentive Plan, as amended.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” of any Person means any other Person that, together with such first Person, would be treated as a single employer under Section 414 of the Code.

“Exchange Act” means the Securities Exchange Act of 1934.

“Excluded Company Stock Award” means each Company Stock Award set forth on Schedule 1.01(a)(i) of the Disclosure Letter.

“FDIC” means the Federal Deposit Insurance Corporation, inclusive of its predecessor or successor entities.

“FERPA” means the Family Educational Rights and Privacy Act.

“GAAP” means generally accepted accounting principles in the United States.

“GLBA” means the Gramm-Leach-Bliley Act of 1999.

“Governmental Authority” means any transnational, domestic or foreign federal, state, provincial, local or other governmental, regulatory or administrative authority, department, court, agency, commission or official, including any political subdivision thereof, or any other governmental or quasi-governmental (including self-regulatory) authority or instrumentality, including the Consumer Financial Protection Bureau and the DOE, in each case of the foregoing, including such entity’s staff, representatives, or other officials.

“Hazardous Substance” means (i) substances that are defined or listed, in, or otherwise regulated pursuant to applicable Environmental Law as “hazardous substances,” “hazardous materials,” “hazardous wastes,” “toxic substances,” “pollutants,” or “contaminants” or any similar term, (ii) oil, petroleum, natural gas, natural gas liquids, synthetic gas, drilling fluids and other wastes associated with the exploration, development or production of crude oil, natural gas or geothermal resources, (iii) any explosives or any radioactive materials, (iv) asbestos in any form and asbestos-containing material, (v) polychlorinated biphenyls, (vi) toxic mold, (vii) per- and polyfluoroalkyl substances, and (viii) any other substance regulated under or which could give rise to liability under any Environmental Law.

“HEA” means the Higher Education Act of 1965.

“Independent Contractor” means any independent contractor, consultant or other service provider (other than an employee) of the Company or any of its Subsidiaries.

“Intellectual Property Rights” means any and all (i) Trademarks, (ii) Patents, (iii) Trade Secrets and other rights in information, knowledge, experience, skills, drawings, blue prints, utility models, technology, inventions, discoveries and improvements, (iv) Copyrights, (v) moral rights, data and database rights, design rights, industrial property rights, publicity rights and privacy rights, (vi) all rights in Software, (vii) any other intellectual property or proprietary rights and (viii) all rights under or relating to any of the foregoing granted under any Contract.

“Intervening Event” means any Effect that is material to the financial condition, business, operations, assets, liabilities or results of operations of the Company and its Subsidiaries, in each case occurring after the date hereof, that was neither known to nor reasonably foreseeable by any executive officer of the Company or any member of the Board of Directors as of or prior to the date hereof and becomes known to any executive officer of the Company or any member of the Board of Directors after the date hereof and prior to the date of the Company Stockholders’ Meeting (as it may be adjourned or postponed in accordance with this Agreement); provided, that in no event shall

any such Effect to the extent resulting from or arising out of any of the following be taken into account in determining whether an Intervening Event has occurred: (i) changes in general economic conditions; (ii) changes in securities, financial or capital market conditions, including changes in interest rates; (iii) changes in general conditions in the industries in which the Company or any of its Subsidiaries operate; (iv) changes regarding acts of war (whether or not declared), military activity, material armed hostilities, sabotage, or terrorism, or pandemics, epidemics, disease outbreaks, volcanoes, tsunamis, earthquakes, hurricanes, tornados, floods or other natural disasters; (v) changes in general political or social conditions; (vi) changes in Laws or GAAP affecting the Company and its Subsidiaries; (vii) changes in the trading price or trading volume of the Shares; (viii) the Company and its Subsidiaries’ meeting or exceeding any internal or published budgets, projections, forecasts, or predictions of financial performance for any period; (ix) any Effect resulting from any breach of this Agreement by any party hereto; (x) any action taken or prohibited from being taken by any party pursuant to and in compliance with the covenants and agreements set forth in this Agreement, and any consequence of such actions or inactions; or (xi) the receipt, existence or terms of any Acquisition Proposal (or any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal).

“IRS” means the U.S. Internal Revenue Service.

“IT Assets” means computer systems, hardware, Software, servers, equipment, networks, telecommunications systems and related infrastructure and facilities, devices, mobile devices and all other information technology equipment, and all associated documentation owned, used or held for use by the Company or its Subsidiaries or licensed or leased by the Company or its Subsidiaries.

“Knowledge” means, with respect to the Company, the actual knowledge of the individuals listed in Schedule 1.01(a)(ii) of the Disclosure Letter, in each case after reasonable inquiry.

“Law” means any federal, state, local or foreign law, statute, code, constitution, principle of common law, ordinance, rule, regulation, binding interpretation, judgment, decree, injunction, ruling, order or decision or other requirement of any Governmental Authority, including the HEA, the Electronic Fund Transfer Act of 1978, and the Telephone Consumer Protection Act of 1991, in each case, as applicable.

“Licensed Intellectual Property Rights” means all Intellectual Property Rights owned by a Third Party and licensed or sublicensed to the Company or any of its Subsidiaries.

“Lien” means, with respect to any property or asset, any mortgage, lien, license, pledge, hypothecation, encroachment, occupancy right, preemptive right, charge, security interest, community property interest, encumbrance or other adverse claim of any kind in respect of such property or asset, including the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such property or asset.

“Malicious Code” means any (i) “back door,” “trap door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus,” “worm,” “ransomware,” “spyware” or “keylogger software” (as such terms are commonly understood in the software industry) or (ii) other code, software routine, fault, damaging device or hardware component, in each case designed or intended to have any of the following functions: (A) disrupting, disabling, harming, interfering with or otherwise impeding the operation of, or providing unauthorized access to, any IT Asset or any data thereon (including by unauthorized use or modification, or other misuse); or (B) damaging or destroying any data or file without the user’s consent.

“NCCOB” means the North Carolina Office of the Commissioner of Banks.

“NYSE” means the NYSE American LLC.

“Object Code” means one or more computer instructions in machine readable form (whether or not packaged in directly executable form), including any such instructions that are readable in a virtual machine, whether or not derived from Source Code, together with any partially compiled or intermediate code that may result from the compilation, assembly or interpretation of any Source Code. The term “Object Code” includes firmware, compiled or interpreted programmable logic, libraries, objects, bytecode, machine code, middleware, object code and executable code.

“Open Source Software” means any Software that is licensed pursuant to any license approved by the Open Source Initiative and listed at http://www.opensource.org/licenses (including all versions of the GNU General Public License (GPL), the GNU Lesser General Public License (LGPL), the GNU Affero GPL, the MIT License, the Eclipse

Public License, the Common Public License, the Common Development and Distribution License (CDDL), the Mozilla Public License (MPL), the Artistic License, the Netscape Public License, the Sun Community Source License (SCSL), the Server Side Public License (SSPL) and the Sun Industry Standards License (SISL)) or any license under which such Software or other materials are distributed or licensed as “free software” or “open source software” or under similar terms or models.

“Owned Intellectual Property Rights” means all Intellectual Property Rights owned or purported to be owned, whether wholly or jointly with others, by the Company or any of its Subsidiaries.

“Parent Material Adverse Effect” means any Effect that, individually or in the aggregate, has had, or would reasonably be expected to have, a material adverse effect on Parent’s ability to consummate the transactions contemplated by this Agreement on or before the End Date.

“Patent” means any national or multinational statutory invention registrations, patents and patent applications issued or applied for in any jurisdiction, including all certificates of invention, provisionals, nonprovisionals, substitutions, divisionals, continuations, continuations-in-part, reissues, renewals, extensions, supplementary protection certificates, reexaminations, patents of addition, utility models, inventors’ certificates and the equivalents of any of the foregoing in any jurisdiction, and all inventions disclosed in each such registration, patent or patent application.

“Permit” means each grant, license, franchise, permit, easement, variance, exception, exemption, waiver, consent, certificate, registration, accreditation, clearance, non-objection, non-action, approval, authorization, concession, decree, confirmation, qualification or other similar authorization of any Governmental Authority.

“Permitted Liens” means (i) Liens for Taxes not yet due or delinquent or the validity or amount of which is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (ii) materialmen’s, mechanics’, carriers’, workers’, warehousemen’s, repairers’ and similar Liens arising in the ordinary course of business in a manner consistent with past practice or by operation of Law, securing obligations as to which there is no default and which are not yet due and payable, or the validity or amount of which is being contested in good faith by appropriate proceedings which have the effect of preventing the forfeiture or sale of the property subject thereto and for which adequate reserves have been established in accordance with GAAP, (iii) Liens to secure payment of workers’ compensation, unemployment insurance, social security or other social security legislation (other than Liens imposed by ERISA), (iv) with respect to real property, any nonmonetary Lien or other requirement or restriction arising under any zoning, entitlement, building, conservation restriction and other land use and environmental applicable Law, but only if the same are not being violated in any material respects by the current use of such real property or the operation of the business of the Company and its Subsidiaries, (v) Liens that do not (individually or in the aggregate) adversely affect the value, use or operation of the assets subject thereto or impair the value or operations of the Company or its Subsidiaries in any material respects, (vi)transfer restrictions pursuant to securities Laws (except for a breach of violation thereof), and (vii) non-exclusive licenses of Intellectual Property Rights, granted in the ordinary course of business in a manner consistent with past practice.

“Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or a Governmental Authority.

“Personal Information” means data or information in any medium that relates to an identified or identifiable individual or household or that otherwise is regulated under applicable Law as “personal data”, “personal information”, “protected health information” or any similar term.

“Privacy and Information Security Requirements” means all (i) applicable Laws relating to privacy, information security or the Processing of Personal Information, including without limitation FERPA, GLBA, the California Consumer Privacy Act, as amended by the California Privacy Rights Act, and any other comprehensive state privacy Laws; (ii) all applicable Laws, rules, guidelines and regulations concerning the security of the Company Products and IT Assets; (iii) all Contracts to which the Company or its Subsidiaries are a party or are otherwise bound that relate to Personal Information or protecting the security or privacy of information or IT Assets; (iv) the Company’s internal and posted policies and notices relating to Personal Information and/or the privacy and the security of the Company Products, IT Assets and Business Data; and (v) to the extent applicable, the Payment Card Industry Data Security Standards.

“Processing” means any operation or set of operations that is performed upon Personal Information or other Business Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.

“Proxy Statement” means the proxy statement relating to the Company Stockholders’ Meeting, as amended or supplemented from time to time, together with all annexes, schedules or exhibits thereto (including the letter to stockholders, notice of meeting and form of proxy), as required to be filed with the SEC.

“Reference Date” means December 31, 2021.

“Regulation S-K” means Regulation S-K promulgated under the Securities Act.

“Regulation S-X” means Regulation S-X promulgated under the Exchange Act.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933.

“Security Incident” means (i) any unauthorized access, acquisition, interruption, alteration or modification, loss, theft, corruption or other unauthorized Processing of Personal Information or other Business Data, or (ii) any breach of the security of or other unauthorized access to or use of or other compromise to the integrity or availability of the IT Assets.

“Service Provider” means any director or officer of the Company or any of its Subsidiaries, or any Employee or individual Independent Contractor.

“Software” means all computer programs (including any software implementation of algorithms, models and methodologies), assemblers, applets, compilers, interfaces, applications, utilities, diagnostics and embedded systems, tools, firmware and computations (including any data and collections of data), each of the foregoing in any form or format, and documentation (including user manuals and training materials) relating to the foregoing.

“Source Code” means (i) one or more written instructions in human readable form, which are generally formed and organized to the syntax of a computer or programmable logic programming language, together with any and all accompanying documentation such as text, data and data structures, diagrams, graphs, charts, presentations, manuals, instructions, commands, schematics, flow-charts, procedures and other work product and information that describe the operation of the foregoing.

“Subsidiary” means, with respect to any Person, any other Person (i) of which such Person or any of its Subsidiaries is a general partner or holds a majority of the voting interests of a partnership or (ii) securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other corporate bodies performing similar functions (or, if there are no such ownership interests having ordinary voting power, 50% or more of the equity interests) of which are at any time directly or indirectly owned or controlled by such Person.

“Superior Proposal” means a bona fide, unsolicited written Acquisition Proposal (except that the references in the definition thereof to 20% shall be replaced with 50.1%) made by a Third Party after the date of this Agreement that is not withdrawn and did not arise from or in connection with a breach of the obligations set forth in Section 5.04, and that the Board of Directors determines in good faith, after considering the advice of its financial advisor and outside legal counsel, (A) would result in a transaction to be more favorable to the stockholders of the Company (in their capacity as such) from a financial point of view (after taking into account all relevant factors, including (I) the amount, form and timing of payment of consideration, and (II) any conditions to, the likelihood of, and the time likely to be required for consummation of such Acquisition Proposal on the terms set forth therein) than the transactions contemplated by this Agreement (after taking into account any revisions to this Agreement proposed by Parent pursuant to Section 5.04(e)), and (B) is reasonably capable of being consummated on the terms proposed, taking into account (I) any legal, financial, regulatory and stockholder approval requirements, (II) the sources, availability and terms of any financing, financing market conditions and the existence of a financing contingency, the likelihood of termination, (III) the timing of closing, (IV) the identity of the Person or Persons making the Acquisition Proposal, and (V) any other aspects considered relevant by the Board of Directors.

“Tax” means (i) any federal, state, local, foreign or supranational income, gains, alternative or add-on minimum, base erosion and anti-abuse, income inclusion rule top-up, undertaxed payments rule top-up, qualified domestic minimum top-up, digital services, diverted profits, gross income, withholding, estimated, gross receipts, sales, use, VAT, transfer, franchise, fringe benefit, capital stock, profits, license, registration, payroll, social security (or equivalent) or any other applicable social contribution, employment, unemployment, workers’ compensation, disability, excise, severance, stamp, occupation, premium, property (real, tangible or intangible), commercial rent, financial transaction, stamp, stamp duty, environmental, windfall profit, unclaimed property and other tax of any kind, repayments of any grants, subsidies, state aid or similar amounts received or deemed received from any Governmental Authority, any customs duties, escheat obligations and any other fees, contributions, governmental charges, levies, excises, duties or assessments of any kind in the nature of (or similar to) a tax, in each case imposed by a Governmental Authority, together with any interest, penalty, inflation linkage or addition thereto under applicable Law, and (ii) any penalty (and interest with respect thereto) imposed by a Governmental Authority for the failure to timely file, properly to file or timely to file any Tax Return.

“Tax Law” means all former or currently applicable Laws relating to or regulating the assessment, determination, reporting, collection or imposition of Taxes.

“Tax Return” means any report, return, declaration, statement, information return, claim for refund, declaration of estimated payments, voucher or other document, together with any schedule and attachment thereto and any amendment thereof, filed or required to be filed with any Taxing Authority in connection with Taxes, including the determination, assessment, reporting, withholding, collection or payment of any Taxes.

“Tax Sharing Agreement” means any Tax allocation, apportionment, sharing, indemnification or assignment Contract between the Company and any of its Subsidiaries, on the one hand, and another Person, on the other hand, in each case other than any such Contract that is (i) pursuant to an ordinary-course commercial Contract, the primary purpose of which does not relate to Taxes or (ii) solely among members of any Company Tax Group that comprises solely of the Company and/or its Subsidiaries.

“Taxing Authority” means any Governmental Authority having jurisdiction over or responsible for the assessment, determination, reporting, collection or administration of Taxes.

“Third Party” means any Person, including as defined in Section 13(d) of the Exchange Act, other than Parent or any of its Affiliates.

“Third Party Components” means, with respect to a Company Product or any Software materially customized by or on behalf of the Company (“Customization”), all of the following for which the Intellectual Property Rights are not exclusively owned by the Company: (i) Software that is used in, incorporated into or combined with such Company Product or Customization, including any Software that is referenced or required to be present or available in such Company Product or Customization for such Company Product or Customization to properly function in accordance with its specifications, and (ii) Intellectual Property Rights that are embodied in such Company Product or Customization.

“Third Party Service Provider” means a third party that provides outsourcing or other data or IT-related services for the Company or its Subsidiaries, including any third party that the Company or its Subsidiaries engages to Process Personal Information on behalf of the Company or its Subsidiaries and/or to develop Software on their behalf.

“Title IV Program” means the federal student financial assistance programs authorized by Title IV of the HEA.

“Trade Secrets” means trade secrets and all other confidential know-how and confidential information and rights to any of the foregoing in any jurisdiction (domestic and foreign), including confidential recipes, ideas, formulae, formulations, compositions, specifications, techniques, data, results, methods, processes, schematics, prototypes, models, designs, customer lists and supplier lists.

“Trademarks” means trademarks, service marks, trade names, service names, business marks, brand names, certification marks, trade dress, logos, corporate names, trade styles, domain names and other indications of origin, the goodwill associated with the foregoing and registrations in any jurisdiction of, and applications (including intent-to-use applications) in any jurisdiction to register, the foregoing, including any extension, modification or renewal of any such registration or application.

“VAT” means any ad valorem, value added, goods and services and similar gross margin or turn-over tax.

“Warrant Agreement” means the Warrant Agreement dated as of August 23, 2018, between the Company and Continental Stock Transfer & Trust Company (the “Warrant Agent”).

“Willful Breach” means a party’s material breach, or material failure to perform, any representation, warranty, covenant or agreement set forth in this Agreement, in each case, that is a consequence of an act or failure to act undertaken by the breaching or non-performing party with the actual knowledge, or the knowledge that a Person acting reasonably under the circumstances should have, that such act or failure to act would, or would reasonably be expected to, result in, cause or constitute a breach of this Agreement.

(b) Each of the following terms is defined in the Section set forth opposite such term:

Section 1.02. Other Definitional and Interpretative Provisions. The words “hereof,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes and Schedules are to Articles, Sections, Exhibits, Annexes and Schedules of this Agreement unless otherwise specified. All Exhibits, Annexes and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. “Extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if.” The word “or” shall not be exclusive and “any” means “any and all.” A reference to any “copy” or “copies” of a document, agreement or instrument means a copy or copies that are complete and correct. References to any applicable Law shall be deemed to refer to such applicable Law as amended from time to time and to any rules, regulations or interpretations promulgated thereunder. References to any Contract are to that Contract as amended, modified, supplemented, extended or renewed from time to time in accordance with the terms hereof and thereof; provided, that with respect to any Contract listed on the Disclosure Letter, all such amendments, modifications, supplements, extensions and renewals must also be listed in the appropriate Section thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. References to “law,” “laws” or to a particular statute or law shall be deemed also to include any

applicable Law. References to “foreign” or words of similar import shall be deemed to refer to any jurisdictions outside the United States. Unless otherwise specifically indicated, all references to “dollars” and “$” will be deemed references to the lawful money of the United States of America. Unless otherwise specified, the words “made available to Parent” or “provided to Parent” (or words of similar import) mean the documents that were, as of at least two Business Days prior to the date hereof, (a) posted to the data room maintained by the Company or its Representatives in connection with the transactions contemplated by this Agreement (provided, that Parent or its Representatives had access to such documents in such data room and such documents were not removed from such data room prior to the date hereof), (b) otherwise provided to Parent or its Representatives in response to a diligence request from Parent or its Representatives or (c) included as an exhibit to Company SEC Documents that were filed with the SEC by the Company on or after December 31, 2023 and prior to two Business Days before the date of this Agreement.

Article 2
THE MERGER

Section 2.01. The Merger.

(a) Subject to the terms and conditions of this Agreement, at the Effective Time, Merger Sub shall be merged (the “Merger”) with and into the Company in accordance with the DGCL, whereupon the separate existence of Merger Sub shall cease and the Company shall be the surviving corporation (the “Surviving Corporation”) of the Merger. The Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCL.

(b) Subject to the provisions of Article 8, the closing of the Merger (the “Closing”) shall take place (i) in New York City at the offices of Covington & Burling LLP, 620 8th Ave, New York, New York 10018, or remotely by electronic exchange of documents and signatures (or their electronic counterparts) on the date which is five Business Days after the date on which the conditions set forth in Article 8 (other than conditions that by their nature are to be satisfied at the Closing (so long as such conditions are reasonably capable of being satisfied), but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing) have been satisfied or, to the extent permissible, waived by the party or parties entitled to the benefit of such conditions; or (ii) at such other place or time or on such other date as Parent and the Company may mutually agree in writing; provided, that the Closing shall not occur prior to January 1, 2025. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.”

(c) At the Closing, the Company and Merger Sub shall file a certificate of merger with the Secretary of State of the State of Delaware in accordance with the DGCL and shall make all other filings or recordings required by the DGCL in connection with the Merger. The Merger shall become effective at such time (the “Effective Time”) as such certificate of merger has been duly filed with the Secretary of State of the State of Delaware (or at such later time as may be agreed by the parties in writing and specified in such certificate of merger).

(d) From and after the Effective Time, the Surviving Corporation shall possess all the properties, rights, powers, privileges, immunities, licenses, franchises and authority and be subject to all of the obligations, liabilities, restrictions and disabilities of the Company and Merger Sub, all as provided under this Agreement and the DGCL.

Section 2.02. Certificate of Incorporation and Bylaws.

(a) At the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended in its entirety to read as set forth in Exhibit A hereto, until thereafter further amended in accordance with the terms thereof, applicable Law and Section 6.02.