UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO RULES 13d –1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d–2.
(Amendment No. 1 )*
BM Technologies, Inc.
(Name of Issuer)
Class A Common
(Title of Class of Securities)
05591L107
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 05591L107 | |||||
| 1. | Names of Reporting Persons Portolan Capital Management, LLC | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | ¨ | ||||
| 3. | SEC Use Only | ||||
| 4 | Citizenship or Place of Organization Delaware | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power
264,025 (1) | |||
| 6. | Shared Voting Power
| ||||
| 7. |
Sole Dispositive Power
264,025 (1) | ||||
| 8. | Shared Dispositive Power
| ||||
| 9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
264,025 (1) | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||||
| 11. | Percent of Class Represented by Amount in Row (9) 2.12% (2) | ||||
| 12. | Type of Reporting Person (See Instructions) IA | ||||
| (1) | 264,025 common shares issuable upon the exercise of Warrants (“Exercisable Warrants”) | |
| (2) | Percentage is calculated using as the numerator, the number of Exercisable Warrants held by the Reporting Persons, and as the denominator, 12,206,378 Class A common shares outstanding as of November 15, 2021 as reported by the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 15, 2021, plus the Exercisable Warrants. |
| CUSIP No. 05591L107 | |||||
| 1. | Names of Reporting Persons George McCabe | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | ¨ | ||||
| 3. | SEC Use Only | ||||
| 4 | Citizenship or Place of Organization USA | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power
264,025 (1) | |||
| 6. | Shared Voting Power
| ||||
| 7. |
Sole
Dispositive Power
264,025 (1) | ||||
| 8. | Shared Dispositive Power
| ||||
| 9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
264,025 (1) | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||||
| 11. | Percent of Class Represented by Amount in Row (9) 2.12% (2) | ||||
| 12. | Type of Reporting Person (See Instructions) IN | ||||
| (1) | 264,025 common shares issuable upon the exercise of Warrants (“Exercisable Warrants”) | |
| (2) | Percentage is calculated using as the numerator, the number of Exercisable Warrants held by the Reporting Persons, and as the denominator, 12,206,378 Class A common shares outstanding as of November 15, 2021 as reported by the Issuer’s Form 10-Q filed with the SEC on November 15, 2021, plus the Exercisable Warrants. |
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| Item 1. | |||
| (a) | Name of Issuer BM Technologies, Inc. | ||
| (b) |
201 King of Prussia Road, Suite 350 Wayne, PA 19087 | ||
| Item 2. | |||
| (a) |
Name of Person Filing
This statement is being filed with respect to certain warrants exercisable (“Warrants”) for Class A common stock (“Common Stock”) of the Issuer beneficially owned (1) directly by Portolan Capital Management, LLC, a registered investment adviser, in its capacity as investment manager for various clients, and (2) indirectly by George McCabe, the Manager of Portolan Capital Management, LLC. Portolan Capital Management, LLC and Mr. McCabe are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.” | ||
| (b) |
Address of Principal Business Office or, if none, Residence Portolan Capital Management, LLC and George McCabe | ||
| (c) |
Citizenship Mr. McCabe – USA | ||
| (d) | Title of Class of Securities Common | ||
| (e) | CUSIP Number 05591L107 | ||
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | ||
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| I | ¨ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)I; | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ¨ | A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J); | |
| (k) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | |
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| Item 4. | Ownership |
| (a) Amount beneficially owned: | |
|
As of the close of business December 31, 2021, the Reporting Persons may be deemed to beneficially own 264,025 shares of Common Stock issuable upon the exercise of the Warrants.
(b) Percent of Class:
Reference is hereby made to Items 5-9 and 11 of pages 1 - 2 of this Schedule, which Items are incorporated by reference herein.
(c) Number of shares as to which such person has:
Reference is hereby made to Items 5-9 and 11 of pages 1 - 2 of this Schedule, which Items are incorporated by reference herein. | |
| Item 5. | Ownership of Five Percent or Less of a Class |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x . | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
| Not applicable | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
| Not applicable | |
| Item 8. | Identification and Classification of Members of the Group |
| Not applicable | |
| Item 9. | Notice of Dissolution of Group |
| Not applicable | |
| Item 10. | Certification |
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | |
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| February 11, 2022 | ||
| Date | ||
| Portolan Capital Management, LLC | ||
| By: | /s/ George McCabe | |
| George McCabe, Manager | ||
| /s/ George McCabe | ||
| George McCabe | ||
| ATTENTION | ||
| Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). | ||
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