WM Technology, Inc. (“WM Technology” or the “Company”) (Nasdaq: MAPS), a leading technology and software infrastructure provider to the cannabis industry, filed a Form S-1 with the Securities and Exchange Commission (the “SEC”) on December 2, 2021 to register for resale shares of Class A common stock of the Company previously issued as partial consideration for previously announced acquisitions that occurred in the fiscal third quarter of 2021.
In the third quarter the Company acquired the assets of MembersRSVP, LLC and Text Ripple, Inc. (collectively known as “Sprout”) and the equity interests of Transport Logistics Holding Company, LLC d/b/a Merry Go Jane (“Cannveya and Canncurrent”). As part of the total consideration, the Company issued a total of 1,938,798 shares of Class A common stock to certain stakeholders of the counterparties to such transactions (the “Selling Securityholders”). Additional detail can be found in the Form 10-Q filed by the Company with the SEC on November 12, 2021.
The Selling Securityholders may offer, sell or distribute all or a portion of their shares of Class A common stock publicly or through private transactions at prevailing market prices or at negotiated prices. However, the registration of the securities covered by the registration statement does not necessarily indicate that the Selling Securityholders will offer or sell any shares of Class A common stock in connection with such registration or within any specific timeframe.
WM Technology will not receive any proceeds from the sale of shares of Class A common stock by the Selling Securityholders pursuant to this prospectus.
Unit Holder Quarterly Exchange Notice Period
On June 16, 2021, a business combination between Silver Spike Acquisition Corp. (“Silver Spike”) and WM Holding Company, LLC (“WMH”) was effected through the merger of a merger sub of Silver Spike with and into WMH, with WMH surviving as a subsidiary of Silver Spike (the “Business Combination”). On the closing date of the Business Combination, Silver Spike changed its name to WM Technology, Inc.
As a result of the Business Combination, holders of units of WMH (“Units”) will be able to exchange such Units, together with corresponding shares of Class V common stock of the Company, for Class A common stock of the Company during Quarterly Exchange Notice Periods, the first of which begins on the third business day after the Company announces its Q4 FY21 earnings. The Company has not released a date for that announcement. After any such exchange, such holders would be able to sell their shares of Class A Common Stock.
