WM Technology Files 2023 10-K

TL;DR

WM Tech's 2023 10-K is in. Check financials for 2023.

AI Summary

WM Technology, Inc. filed its 2023 10-K on May 24, 2024, reporting on its fiscal year ending December 31, 2023. The company, formerly known as Silver Spike Acquisition Corp. until June 11, 2019, operates in the prepackaged software sector. Its principal executive offices are located at 41 Discovery, Irvine, CA 92618.

Why It Matters

This filing provides a comprehensive overview of WM Technology's financial performance and business operations for the fiscal year 2023, crucial for investors to assess the company's health and future prospects.

Risk Assessment

Risk Level: medium — As a public company filing a 10-K, there are inherent risks associated with financial reporting and market performance.

Key Numbers

• 2023 — Fiscal Year (Reporting period for the 10-K)
• 1231 — Fiscal Year End (Indicates the end of the reporting period)
• 20240524 — Filing Date (Date the 10-K was submitted to the SEC)

Key Players & Entities

• WM TECHNOLOGY, INC. (company) — Filer
• Silver Spike Acquisition Corp. (company) — Former Company Name
• 2023-12-31 (date) — Fiscal Year End
• 2024-05-24 (date) — Filing Date
• 41 Discovery, Irvine, CA 92618 (location) — Business Address

FAQ

Key Financial Figures

• $0.0001 — which registered Class A Common Stock, $0.0001 par value per share MAPS The Nasdaq Glo
• $11.50 — A Common Stock at an exercise price of $11.50 per share MAPSW The Nasdaq Global Sele
• $27 — estimated to be between approxima tely $27-$28 billion in 2023, according to Wall
• $28 billion — imated to be between approxima tely $27-$28 billion in 2023, according to Wall Street analy

Filing Documents

• maps-20231231.htm (10-K) — 2666KB
• exhibit45descriptionofsecu.htm (EX-4.5) — 67KB
• exhibit1018retentionagreem.htm (EX-10.18) — 16KB
• exhibit1020briancamiresoff.htm (EX-10.20) — 45KB
• exhibit1023seatonhillresou.htm (EX-10.23) — 4KB
• exhibit211listofsubsidiari.htm (EX-21.1) — 11KB
• exhibit231consentofindepen.htm (EX-23.1) — 2KB
• exhibit232consentofindepen.htm (EX-23.2) — 2KB
• exhibit311q423.htm (EX-31.1) — 14KB
• exhibit312q423.htm (EX-31.2) — 14KB
• exhibit321q423.htm (EX-32.1) — 13KB
• exhibit97incentivecompensa.htm (EX-97) — 29KB
• image2a.jpg (GRAPHIC) — 7KB
• image_0.jpg (GRAPHIC) — 0KB
• image_01.jpg (GRAPHIC) — 129KB
• image_0c.jpg (GRAPHIC) — 23KB
• image_1a.jpg (GRAPHIC) — 20KB
• image_2a.jpg (GRAPHIC) — 0KB
• maps-20231231_g1.jpg (GRAPHIC) — 84KB
• 0001779474-24-000023.txt ( ) — 11814KB
• maps-20231231.xsd (EX-101.SCH) — 64KB
• maps-20231231_cal.xml (EX-101.CAL) — 109KB
• maps-20231231_def.xml (EX-101.DEF) — 418KB
• maps-20231231_lab.xml (EX-101.LAB) — 845KB
• maps-20231231_pre.xml (EX-101.PRE) — 651KB
• maps-20231231_htm.xml (XML) — 1497KB

Forward-Looking Statements

Forward-Looking Statements Risk Factor Summary Part I

Risk Factors

Item 1A. Risk Factors 15

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments 47 I tem 1C. Cybersecurity 47

Properties

Item 2. Properties 49

Legal Proceedings

Item 3. Legal Proceedings 49

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 49 Part II

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 50

[Reserved]

Item 6. [Reserved] 50

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 50

Quantitative and Qualitative Disclosures About Market Risk

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 65

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data 65

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 65

Controls and Procedures

Item 9A. Controls and Procedures 65

Other Information

Item 9B. Other Information 67

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 67 Part III

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance 68

Executive Compensation

Item 11. Executive Compensation 76

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 89

Certain Relationships and Related Transactions and Director Independence

Item 13. Certain Relationships and Related Transactions and Director Independence 91

Principal Accounting Fees and Services

Item 14. Principal Accounting Fees and Services 96 Part IV

Exhibits and Financial Statement Schedules

Item 15. Exhibits and Financial Statement Schedules 97

Form 10–K Summary

Item 16. Form 10–K Summary 99

Signatures

Signatures 100 Table of Contents EXPLANATORY NOTE Restatement Background As described in the Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC"), on May 24, 2024, WM Technology, Inc. (the "Company", "we" or "us") discovered that in 2023, it had an inadequate policy associated with its revenue recognition related to the cash collection of a certain subset of its customers that had been placed on a cash basis. The Company determined that it improperly recognized revenue related to satisfied performance obligations and should have instead recognized a credit loss recovery related to these cash receipts. As a result of these errors, management and the audit committee of our board of directors ("Audit Committee") concluded that our previously issued unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2023, six months ended June 30, 2023 and nine months ended September 30, 2023 were materially misstated. Accordingly, our unaudited condensed consolidated financial statements for the foregoing periods require restatement and should no longer be relied upon. Note 2, "Summary of Significant Accounting Policies" to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K provides restated unaudited financial information as of and for the three months ended March 31, 2023, six months ended June 30, 2023 and nine months ended September 30, 2023, including the impact on the specific accounts. The financial information included in Note 2 supersedes the financial information that has been previously filed or otherwise reported as of and for the three months ended March 31, 2023, six months ended June 30, 2023 and nine months ended September 30, 2023 in our Quarterly Reports on Form 10-Q filed with the SEC on May 9, 2023, August 9, 2023 and November 8, 2023, respectively. We have not filed, and do not intend to file, amendments to the previously filed

BUSINESS

ITEM 1. BUSINESS Our Company Founded in 2008, and headquartered in Irvine, California, WM Technology, Inc. operates a leading online cannabis marketplace for consumers together with a comprehensive set of eCommerce and compliance software solutions for cannabis businesses, which are sold to both storefront locations and delivery operators ("retailers") and brands in the legalized cannabis markets in states and territories of the United States. Our comprehensive business-to-consumer and business-to-business suite of products afford cannabis retailers and brands of all sizes integrated tools to compliantly run their businesses and to reach, convert, and retain consumers. WM Technology, Inc. was initially incorporated in the Cayman Islands on June 7, 2019 under the name "Silver Spike Acquisition Corp" ("Silver Spike"). Silver Spike was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. On June 16, 2021 (the "Closing Date"), Silver Spike consummated the business combination (the "Business Combination"), pursuant to that certain Agreement and Plan of Merger, dated December 10, 2020, by and among Silver Spike, Silver Spike Merger Sub LLC, a Delaware limited liability company and a wholly owned direct subsidiary of Silver Spike Acquisition Corp., WM Holding Company, LLC, a Delaware limited liability company (when referred to in its pre-Business Combination capacity, "Legacy WMH" and following the Business Combination, "WMH LLC"), and Ghost Media Group, LLC, a Nevada limited liability company. On the Closing Date, and in connection with the closing of the Business Combination, Silver Spike was domesticated and continues as a Delaware corporation, and changed its name to WM Technology, Inc. Our business primarily consists of our commerce-driven marketplace ("Weedmaps"), and our fully integrated suite of end-to-end Software-as-a-Service (

View Full Filing

View this 10-K filing on SEC EDGAR