0001779474-22-000010 | 10-K | XBRL Viewer

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Business and Organization	12 Months Ended
Business and Organization	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Business and Organization	Business and Organization WM Technology, Inc. (the “Company”) is one of the oldest and largest marketplace and technology solutions providers exclusively servicing the cannabis industry, primarily consumers, retailers and brands in the United States state-legal and Canadian cannabis markets. The Company’s business consists of its commerce-driven marketplace, Weedmaps, and its monthly subscription software offering, WM Business. The Company’s Weedmaps marketplace provides information on the cannabis plant and the industry and advocates for legalization. The Weedmaps marketplace provides consumers with information regarding cannabis retailers and brands, as well as the strain, pricing, and other information regarding locally available cannabis products, through our website and mobile apps, permitting product discovery, access to deals and discounts, and reservation of products for pickup by consumers or delivery to consumers by participating retailers. WM Business, the Company’s subscription package, is a comprehensive set of eCommerce and compliance software solutions catered towards cannabis retailers, delivery services and brands where clients receive access to a standard listing page and its suite of software solutions, including WM Orders, WM Dispatch, WM Store, WM Dashboard, integrations and API platform, as well as access to its WM Retail and WM Exchange products, where available. The Company charges a monthly fee to clients for access to its WM Business subscription package and then offer other add-on products for additional fees, including our featured listings and our Sprout (customer relationship management) and Cannveya (delivery and logistics software) solutions. The Company sells its WM Business offering in the United States, currently offers some of its WM Business solutions in Canada and has a limited number of non-monetized listings in several other countries, including Austria, Germany, the Netherlands, Spain, and Switzerland. The Company operates in the United States, Canada, and other foreign jurisdictions where medical and/or adult cannabis use is legal under state or applicable national law. The Company is headquartered in Irvine, California. 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 (the “Merger Agreement”), 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. (“Merger Sub”), 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, solely in its capacity as the initial holder representative (the “Holder Representative”). On the Closing Date, and in connection with the closing of the Business Combination (the “Closing”), Silver Spike was domesticated and continues as a Delaware corporation, changing its name to WM Technology, Inc. The Company was reorganized into an Up-C structure, in which substantially all of the assets and business of the Company are held by WMH LLC and continue to operate through WMH LLC and its subsidiaries, and WM Technology, Inc.’s material assets are the equity interests of WMH LLC indirectly held by it. Legacy WMH was determined to be the accounting acquirer in the Business Combination, which was accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities
Net income (loss)	$ 152,218	$ 38,830	$ (375)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	4,425	3,978	5,162
Fair value of warrant liability	(166,518)	0	0
Impairment loss	2,372	0	0
Stock-based compensation	29,324	0	0
Deferred tax asset	(842)	0	0
Provision for doubtful accounts	5,487	1,271	180
Changes in operating assets and liabilities:
Accounts receivable	(13,609)	(6,770)	(2,752)
Prepaid expenses and other current assets	8,235	(3,036)	(611)
Other assets	(313)	679	(3,344)
Accounts payable and accrued expenses	(480)	(960)	7,374
Deferred rent	0	3,693	496
Deferred revenue	2,793	935	165
Net cash provided by operating activities	23,092	38,620	6,295
Cash flows from investing activities
Purchases of property and equipment	(7,935)	(1,311)	(5,129)
Cash paid for acquisitions	(16,000)	0	0
Cash paid for other investments	(6,500)	0	0
Net cash used in investing activities	(30,435)	(1,311)	(5,129)
Cash flows from financing activities
Proceeds from business combination	79,969	0	0
Net repayments of secured line of credit	0	0	(5,020)
Payment of note payable	(205)	0	0
Distributions	(18,998)	(21,952)	(15,382)
Repurchase of Class B Units	(5,565)	(406)	(1,567)
Net cash provided by (used in) financing activities	55,201	(22,358)	(21,969)
Net increase (decrease) in cash	47,858	14,951	(20,803)
Cash – beginning of period	19,919	4,968	25,771
Cash – end of period	67,777	19,919	4,968
Supplemental disclosure of cash flow information
Cash paid during the year for: Interest	0	0	157
Cash paid during the year for: Income taxes	242	1,336	118
Supplemental disclosures of noncash activities
Warranty liability assumed from the Business Combination	193,978	0	0
Tax receivable agreement liability recognized in connection with the Business Combination	128,567	0	0
Deferred tax assets recognized in connection with the Business Combination	151,255	0	0
Other assets assumed from the Business Combination	1,053	0	0
Issuance of equity for acquisitions	29,312	0	0
Holdback liability recognized in connection with acquisition	1,000	0	0
Accrued liabilities assumed in connection with acquisition	100
Stock-based compensation capitalized for software development	$ 1,099	$ 0	$ 0

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

Schedule of Asset Acquisition

The following table summarizes the components of consideration and the preliminary estimated fair value of assets acquired (in thousands):


Consideration Transferred:
Cash consideration	$	12,000
Share consideration(1)	19,186
Total consideration	$	31,186


Estimated Assets Acquired and Liabilities Assumed:
Asset acquired:
Software technology	$	2,973
Trade name	217
Customer relationships	1,410
Goodwill	26,686
Total assets acquired	31,286

Liabilities assumed:
Other current liabilities	(100)
Total net assets acquired	$	31,186

___________________________________

(1)The fair value of share consideration issued in connection with the Spout acquisition was calculated based on 1,244,258 shares of Class A common stock issued multiplied by the share price on the closing date of $15.42.

Schedule of Business Acquisitions

The following table summarizes the components of consideration and the preliminary estimated fair value of assets acquired (in thousands):


Consideration Transferred:
Cash consideration (1)	$	5,000
Share consideration(2)	10,126
Total consideration	$	15,126


Estimated Assets Acquired:
Software technology	$	249
Trade name	59
Customer relationships	170
Goodwill	14,648
Total asset acquired	$	15,126

____________________________________

(1)Includes holdback of $1.0 million recorded within other current liabilities on the Company’s consolidated balance sheets.

(2)The fair value of share consideration issued in connection with the TLH acquisition was calculated based on 694,540 shares of Class A common stock issued multiplied by the share price on the closing date of $14.58.

Equity (Details)	3 Months Ended
Equity (Details)	Dec. 31, 2021 vote shares	Jun. 15, 2021 shares	Dec. 31, 2020 shares
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)	75,000,000	75,000,000	0
Preferred stock, shares issued (in shares)	0		0
Preferred stock, shares outstanding (in shares)	0		0
WMH Units
Noncontrolling Interest [Line Items]
Noncontrolling interests, percent of outstanding units held	55.50%
Class A Common Stock
Class of Stock [Line Items]
Votes per share \| vote	1

Stock-based Compensation (Tables)

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Schedule of Class P Unit Activities

A summary of the Class P Unit activity for the periods presented is as follows:


						Number of Units
Outstanding Class A-3 and Class B Units, December 31, 2018						245,371
Granted						25,990
Cancellations						(7,284)
Outstanding Class A-3 and Class B Units, December 31, 2019						264,077
Granted						14,250
Repurchase						(1,900)
Cancellations						(1,611)
Outstanding Class A-3 and Class B Units, December 31, 2020						274,816
Repurchases						(8,279)
Cancellations						(4,288)
Outstanding Class A-3 and Class B Units, June 15, 2021 (Pre-Business Combination)						262,249
Class A-3 Units outstanding exchanged for Class A Units in connection with the Business Combination						(53,333)
Recapitalization in connection with the Business Combination						25,687,126
Outstanding Class P Units, June 16, 2021						25,896,042
Cancellations						(235,513)
Outstanding Class P Units, December 31, 2021						25,660,529
Vested, December 31, 2021						23,685,659

Schedule of Restricted Stock Units Activity

A summary of the restricted stock unit (“RSU”) activity for the year ended December 31, 2021 is as follows:


	Number of RSUs	Weighted-average Grant Date Fair Value
Non-vested at December 31, 2020	—	$	—
Granted	6,581,369	$	10.96
Vested	(568,826)	$	10.59
Forfeited	(182,662)	$	13.70
Non-vested at December 31, 2021	5,829,881	$	10.91

Schedule of Performance Shares Activity

A summary of the PSU activity for the year ended December 31, 2021 is as follows:


	Number of PSUs	Weighted-average Grant Date Fair Value
Non-vested at December 31, 2020	—	$	—
Granted	2,437,500	$	6.40
Vested	—	$	—
Forfeited	—	$	—
Non-vested at December 31, 2021	2,437,500	$	6.40

Schedule of Stock-based Payment Arrangement

The Company recorded stock-based compensation cost related to the Class P Units, RSUs and PSUs in the following expense categories on the accompanying consolidated statements of operations (in thousands):


	Year Ended December 31, 2021
Sales and marketing	$	6,021
Product development	5,103
General and administrative	18,200
Total stock-based compensation expense	29,324
Amount capitalized to software development	1,099
Total stock-based compensation cost	$	30,423

Fair Value Measurements - Warrants (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2021	Jun. 16, 2021	Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	$ 27,460	$ 27,460		$ 0
Changes In Fair Value Of Warrant Liabilities [Roll Forward]
Fair value, beginning of period		0
Warrant liability acquired		193,978
Change in valuation inputs or other assumptions		(166,518)
Fair value, end of period	27,460	27,460
Warrant liability	$ 27,460	27,460		0
Warrants
Changes In Fair Value Of Warrant Liabilities [Roll Forward]
Remaining maturity	5 years
Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	$ 16,750	16,750		0
Changes In Fair Value Of Warrant Liabilities [Roll Forward]
Fair value, beginning of period		0
Warrant liability acquired		100,750
Change in valuation inputs or other assumptions		(84,000)
Fair value, end of period	16,750	16,750
Private Placement Warrant
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	10,710	10,710		$ 0
Changes In Fair Value Of Warrant Liabilities [Roll Forward]
Fair value, beginning of period		0
Warrant liability acquired		93,228
Change in valuation inputs or other assumptions		(82,518)
Fair value, end of period	10,710	10,710
Level 1 \| Public Warrants
Changes In Fair Value Of Warrant Liabilities [Roll Forward]
Warrant liability	16,800	16,800	$ 100,800
Level 3 \| Private Placement Warrant
Changes In Fair Value Of Warrant Liabilities [Roll Forward]
Warrant liability	10,700	10,700	$ 93,200
Recurring Basis
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	27,460	27,460
Changes In Fair Value Of Warrant Liabilities [Roll Forward]
Fair value, end of period	27,460	27,460
Recurring Basis \| Level 1 \| Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	16,750	16,750
Changes In Fair Value Of Warrant Liabilities [Roll Forward]
Fair value, end of period	16,750	16,750
Recurring Basis \| Level 3 \| Private Placement Warrant
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	10,710	10,710
Changes In Fair Value Of Warrant Liabilities [Roll Forward]
Fair value, end of period	$ 10,710	$ 10,710

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Schedule of Fair Value Liabilities Measured on Recurring Basis

The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value (in thousands):


	Level	December 31, 2021
Liabilities:
Warrant liability – Public Warrants	1	$	16,750
Warrant liability – Private Placement Warrants	3	10,710
Total warrant liability		$	27,460

Schedule of Derivative Liabilities at Fair Value

The following tables summarize the changes in the fair value of the warrant liabilities (in thousands):


	Year Ended December 31, 2021
	Public Warrants		Private Placement Warrants		Warrant Liabilities
Fair value, beginning of period	$	—	$	—	$	—
Warrant liability acquired	100,750		93,228		193,978
Change in valuation inputs or other assumptions	(84,000)		(82,518)		(166,518)
Fair value, end of period	$	16,750	$	10,710	$	27,460

Schedule of Fair Value Measurement Inputs and Valuation Techniques

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:


	December 31, 2021			June 16, 2021
Exercise price	$	11.50		$	11.50
Stock price	$	5.98		$	20.55
Volatility	52.4		%	60.0		%
Term (years)	4.46			5.00
Risk-free interest rate	1.18		%	0.89		%

Leases - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Leases [Abstract]
Cash payments on operating leases	$ 8,200
Right-of-use assets obtained in exchange for operating lease liabilities	43,300
Rent expense	11,534	$ 11,100	$ 5,600
Contra rent expense	$ 200
Remaining lease term	7 years 4 months 24 days
Weighted average discount rate	9.80%
Operating lease, impairment loss	$ 2,372	$ 0	$ 0

Summary of Significant Accounting Policies - Disaggregated Net Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Total revenues	$ 193,146	$ 161,791	$ 144,232
Revenues recognized over time
Disaggregation of Revenue [Line Items]
Total revenues	193,146	155,363	143,490
Revenues recognized at a point in time
Disaggregation of Revenue [Line Items]
Total revenues	$ 0	$ 6,428	$ 742

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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+ Details

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Litigation During the ordinary course of the Company’s business, it is subject to various claims and litigation. Management believes that the outcome of such claims or litigation will not have a material adverse effect on the Company’s financial position, results of operations or cash flow.

Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Changes in goodwill
Beginning balance	$ 3,961	$ 3,961
Ending balance		$ 45,295	$ 3,961
Total intangible assets
Weighted Average Amortization Period (Years)	13 years 2 months 12 days	10 years 4 months 24 days
Gross Intangible Assets		$ 15,803	10,724
Accumulated Amortization		(7,504)	(6,219)
Net Intangible Assets		8,299	4,505
Amortization expense for intangible assets		1,300	900	$ 3,400
Estimated future amortization expense of intangible assets
2022		2,094
2023		1,696
2024		1,517
2025		1,186
2026		939
Thereafter		867
Net Intangible Assets		$ 8,299	4,505
Trade and domain names
Total intangible assets
Weighted Average Amortization Period (Years)	15 years	14 years 3 months 18 days
Gross Intangible Assets		$ 7,532	7,255
Accumulated Amortization		(4,081)	(3,556)
Net Intangible Assets		3,451	3,699
Estimated future amortization expense of intangible assets
Net Intangible Assets		$ 3,451	3,699
Software technology
Total intangible assets
Weighted Average Amortization Period (Years)	9 years 4 months 24 days	7 years 8 months 12 days
Gross Intangible Assets		$ 6,691	3,469
Accumulated Amortization		(3,222)	(2,663)
Net Intangible Assets		3,469	806
Estimated future amortization expense of intangible assets
Net Intangible Assets		$ 3,469	$ 806
Customer relationships
Total intangible assets
Weighted Average Amortization Period (Years)		3 years 4 months 24 days
Gross Intangible Assets		$ 1,580
Accumulated Amortization		(201)
Net Intangible Assets		1,379
Estimated future amortization expense of intangible assets
Net Intangible Assets		1,379
TLH
Changes in goodwill
Acquisition of		14,648
Sprout
Changes in goodwill
Acquisition of		$ 26,686

CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands	Total	Class A	Class V	Total WM Technology, Inc. Stockholders' Equity	Common Stock Class A	Common Stock Class V	Additional Paid-in Capital	Retained Earnings	Non-controlling Interests	Members’ Equity
Balance at Dec. 31, 2018	$ 30,124
Members' Equity [Roll Forward]
Distributions	(15,382)									$ (15,382)
Repurchase of Class B Units	(1,567)									(1,567)
Net income (loss)	(375)									(375)
Balance at Dec. 31, 2019	12,800
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock for acquisitions (Note 7)	0
Net income (loss)	(375)
Distributions	(21,953)									(21,953)
Repurchase of Class B Units	(406)									(406)
Net income (loss)	38,830									38,830
Balance at Dec. 31, 2020	29,271
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock for acquisitions (Note 7)	0
Net income (loss)	38,830
Balance (in shares) at Dec. 31, 2020		0	0		0	0
Balance at Dec. 31, 2020				$ 0	$ 0	$ 0	$ 0	$ 0	$ 0
Members' Equity [Roll Forward]
Distributions	(18,998)								(888)	(18,110)
Repurchase of Class B Units	(5,565)									(5,565)
Net income (loss)	60,383
Balance at Dec. 31, 2021	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	30,423			9,570			9,570		20,853
Proceeds and shares issued in the Business Combination (Note 6) (in shares)					63,738,563	65,502,347
Proceeds and shares issued in the Business Combination (Note 6)	(84,721)			(19,119)	$ 6	$ 7	(20,118)	986	(44,928)	(20,674)
Issuance of common stock for acquisitions (Note 7) (in shares)					1,938,798
Issuance of common stock for acquisitions (Note 7)	29,312			12,722	$ 1		12,721		16,590
Net income (loss)	$ 152,218			60,383				60,383	76,757	$ 15,078
Balance (in shares) at Dec. 31, 2021	129,240,910	65,677,361	65,502,347		65,677,361	65,502,347
Balance at Dec. 31, 2021	$ 131,940			63,556	$ 7	$ 7	2,173	61,369	68,384
Members' Equity [Roll Forward]
Net income (loss)	137,100
Balance at Dec. 31, 2021	$ 0
Balance (in shares) at Jun. 16, 2021	24,998,575
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Proceeds and shares issued in the Business Combination (Note 6) (in shares)		63,738,563
Balance (in shares) at Dec. 31, 2021	129,240,910	65,677,361	65,502,347		65,677,361	65,502,347
Balance at Dec. 31, 2021	$ 131,940			$ 63,556	$ 7	$ 7	$ 2,173	$ 61,369	$ 68,384

Summary of Significant Accounting Policies - Warrant Liabilities (Details) - $ / shares	Dec. 31, 2021	Jun. 16, 2021
Class A Common Stock
Class of Warrant or Right [Line Items]
Exercise price of warrant (in dollars per share)	$ 11.50
Minimum requirement for cash settlement as percent of stockholders	50.00%
Public Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	12,499,993
Private Placement Warrant
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	7,000,000	7,000,000

Earnings Per Share - Computation (Details) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended		12 Months Ended
	Dec. 31, 2021	Jun. 15, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Numerator:
Net income (loss)			$ 152,218	$ 38,830	$ (375)
Less: net income attributable to WMH LLC prior to the Business Combination		$ 15,078
Less: net income attributable to noncontrolling interests after the Business Combination	$ 76,757
Net income attributable to WM Technology, Inc. - basic	60,383
Effect of dilutive securities:
Less: fair value change of Public and Private Placement Warrants, net of amounts attributable to noncontrolling interests	72,483
Net loss attributable to WM Technology, Inc. - diluted	$ (12,100)
Denominator:
Weighted average common shares outstanding - diluted (in shares)	66,813,417
Class A Common Stock
Denominator:
Weighted average common shares outstanding - basic (in shares)	65,013,517		65,013,517
Weighted average common shares outstanding - diluted (in shares)			66,813,417
Net income (loss) per share of Class A Common Stock:
Basic income per share - Class A (in dollars per share)	$ 0.93		$ 0.93
Diluted loss per share - Class A (in dollars per share)	$ (0.18)		$ (0.18)
Public Warrants
Denominator:
Warrants (in shares)	1,153,782
Private Placement Warrant
Denominator:
Warrants (in shares)	646,118

Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

A summary of changes in goodwill for the year ended December 31, 2021 is as follows (in thousands):


	Goodwill
Balance at December 31, 2020	3,961
Acquisition of Sprout	26,686
Acquisition of TLH	14,648
Balance at December 31, 2021	$	45,295

Schedule of Finite-Lived Intangible Assets

Intangible assets consisted of the following for the periods presented below (in thousands):


	December 31, 2021
	Weighted Average Amortization Period (Years)	Gross Intangible Assets		Accumulated Amortization		Net Intangible Assets
Trade and domain names	14.3	$	7,532	$	(4,081)	$	3,451
Software technology	7.7	6,691		(3,222)		3,469
Customer relationships	3.4	1,580		(201)		1,379
Total intangible assets	10.4	$	15,803	$	(7,504)	$	8,299


	December 31, 2020
	Weighted Average Amortization Period (Years)	Gross Intangible Assets		Accumulated Amortization		Net Intangible Assets
Trade and domain names	15	$	7,255	$	(3,556)	$	3,699
Software technology	9.4	3,469		(2,663)		806
Total intangible assets	13.2	$	10,724	$	(6,219)	$	4,505

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

The estimated future amortization expense of intangible assets as of December 31, 2021 is as follows (in thousands):


	Amortization
Years ended December 31,
2022	$	2,094
2023	1,696
2024	1,517
2025	1,186
2026	939
Thereafter	867
	$	8,299

Leases (Tables)

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Lease, Cost

The components of lease related costs, net for the year ended December 31, 2021 are as follows (in thousands):


	Year Ended December 31, 2021
Operating lease cost	$	9,229
Variable lease cost	2,217
Operating lease cost	11,446
Short-term lease cost	88
Total lease cost, net	$	11,534

Schedule of Operating Lease Liability, Maturity

As of December 31, 2021, future minimum payments for the next five years and thereafter are as follows (in thousands):


	Operating Leases
Years Ending December 31,
2022	$	9,597
2023	9,898
2024	9,405
2025	5,830
2026	5,408
Thereafter	24,325
Total	$	64,463
Less present value discount	(19,623)
Operating lease liabilities	$	44,840

Business Combination - Number of Shares (Details) - shares		6 Months Ended
	Jun. 16, 2021	Dec. 31, 2021	Dec. 31, 2020
Schedule Of Reverse Recapitalization [Line Items]
Common stock, outstanding prior to Business Combination (in shares)	24,998,575	129,240,910
Less: redemption of shares of Silver Spike’s Class A common stock (in shares)		10,012
Total shares of common stock issued in the Business Combination (in shares)	24,998,575	129,240,910
Class A Common Stock
Schedule Of Reverse Recapitalization [Line Items]
Common stock, outstanding prior to Business Combination (in shares)		65,677,361	0
Shares of Class A Common Stock issued in the PIPE Financing (in shares)		32,500,000
Shares of Class A Common Stock issued in the Business Combination (in shares)		63,738,563
Total shares of common stock issued in the Business Combination (in shares)		65,677,361	0
Class V Common Stock
Schedule Of Reverse Recapitalization [Line Items]
Common stock, outstanding prior to Business Combination (in shares)		65,502,347	0
Shares of Class A Common Stock issued in the Business Combination (in shares)	65,502,347
Shares of Class V Common Stock issued to Legacy WMH equity holders (in shares)		65,502,347
Total shares of common stock issued in the Business Combination (in shares)		65,502,347	0
Common Shareholders
Schedule Of Reverse Recapitalization [Line Items]
Shares of common stock (in shares)		24,988,563
Sponsor \| Class A Common Stock
Schedule Of Reverse Recapitalization [Line Items]
Shares of common stock (in shares)		6,250,000

Leases - Cost Components (Details) - USD ($) $ in Thousands	12 Months Ended
Leases - Cost Components (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Leases [Abstract]
Operating lease cost	$ 9,229
Variable lease cost	2,217
Operating lease cost	11,446
Short-term lease cost	88
Total lease cost, net	$ 11,534	$ 11,100	$ 5,600

Earnings Per Share

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Earnings Per Share

Basic income (loss) per share of Class A Common Stock is computed by dividing net earnings (loss) attributable to WM Technology, Inc. by the weighted-average number of shares of Class A Common Stock outstanding during the period. Diluted income (loss) per share of Class A Common Stock adjusts basic net income (loss) per share of Class A Common Stock for the potentially dilutive impact of securities. For warrants that are liability-classified, during periods when the impact is dilutive, the Company assumes share settlement of the instruments as of the beginning of the reporting period and adjusts the numerator to remove the change in fair value of the warrant liability, net of the portion attributable to non-controlling interests, and adjusts the denominator to include the dilutive shares calculated using the treasury stock method.

Prior to the Business Combination, the membership structure of WMH included units which had profit interests. The Company analyzed the calculation of net earnings (loss) per unit for periods prior to the Business Combination and determined that it resulted in values that would not be meaningful to the users of these consolidated financial statements. Therefore, net earnings per share information has not been presented for periods prior to the Business Combination on June 16, 2021. The basic and diluted income (loss) per share for the year ended December 31, 2021 represent the period from June 16, 2021 (Closing Date) to December 31, 2021.

The computation of income (loss) per share attributable to WM Technology, Inc. and weighted-average shares of the Company’s Class A Common Stock outstanding are as follows for the period from June 16, 2021 (Closing Date) to December 31, 2021 (amounts in thousands, except for share and per share amounts):



	Year Ended December 31, 2021
Numerator:
Net income	$	152,218
Less: net income attributable to WMH LLC prior to the Business Combination	15,078
Less: net income attributable to noncontrolling interests after the Business Combination	76,757
Net income attributable to WM Technology, Inc. - basic	60,383
Effect of dilutive securities:
Less: fair value change of Public and Private Placement Warrants, net of amounts attributable to noncontrolling interests	72,483
Net loss attributable to WM Technology, Inc. - diluted	$	(12,100)
Denominator:
Weighted average Class A Common Stock outstanding - basic	65,013,517
Weighted average effect of dilutive securities:
Public Warrants¹	1,153,782
Private Placement Warrants¹	646,118


Weighted average Class A Common Stock outstanding - diluted	66,813,417

Net income (loss) per share of Class A Common Stock:
Net income per share of Class A Common Stock - basic	$	0.93
Net loss per share of Class A Common Stock - diluted	$	(0.18)

___________________________________

¹Calculated using the treasury stock method.

Shares of the Class V Common Stock do not participate in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class V Common Stock under the two-class method has not been presented.

The Company excluded the following securities from its computation of diluted shares outstanding, as their effect would have been anti-dilutive:


						Year Ended December 31, 2021
Class A Units						65,502,347
Class P Units						25,660,529
RSUs						6,398,707
PSUs						2,437,500

Income Taxes - Effective Income Tax Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Effective Income Tax Rate Reconciliation, Amount [Abstract]
Federal statutory rate	$ 31,844	$ 8,154	$ 199
State blended statutory rate	8,497	2,176	53
LLC flow-through structure	0	(10,340)	(252)
Income taxed to owners of noncontrolling interests	(21,762)	0	0
Foreign tax impact	227	10	1,321
Change in fair value of warrant liability	(19,669)	0	0
Other permanent items	901	0	0
R&D credit	(751)	0	0
Change in valuation allowance	112	0	0
Total income tax (benefit) expense	$ (601)	$ 0	$ 1,321
Effective income tax rate	(0.40%)	0.00%	139.64%

Leases

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Leases

Effective January 1, 2021, the Company adopted ASC 842 using the modified retrospective transition approach for recording ROU assets and operating lease liabilities for its operating leases. The Company’s operating leases consist of office space located primarily in the United States. The Company does not have any leases classified as financing leases.

The components of lease related costs, net for the year ended December 31, 2021 are as follows (in thousands):


	Year Ended December 31, 2021
Operating lease cost	$	9,229
Variable lease cost	2,217
Operating lease cost	11,446
Short-term lease cost	88
Total lease cost, net	$	11,534

During the year ended December 31, 2021, the Company made cash payments of $8.2 million on its operating leases, all of which were included in cash flows from operating activities within the consolidated statements of cash flows. During the year ended December 31, 2021, ROU assets obtained in exchange for operating lease liabilities were $43.3 million. Net rent expense for the years ended December 31, 2021, 2020 and 2019 amounted to $11.5 million, $11.1 million, and $5.6 million, respectively, and is included in general and administrative expense in the accompanying consolidated statements of operations. Sublease rental income is recognized as a reduction to the related lease expense on a straight-line basis over the sublease term. For the year ended December 31, 2021, the Company recorded contra rent expense related to a sublease of $0.2 million.

As of December 31, 2021, future minimum payments for the next five years and thereafter are as follows (in thousands):


	Operating Leases
Years Ending December 31,
2022	$	9,597
2023	9,898
2024	9,405
2025	5,830
2026	5,408
Thereafter	24,325
Total	$	64,463
Less present value discount	(19,623)
Operating lease liabilities	$	44,840

As of December 31, 2021, the Company’s operating leases had a weighted average remaining lease term of 7.4 years and a weighted-average discount rate of 9.8%. The Company’s lease agreements do not provide an implicit rate and as a result, the Company used an estimated incremental borrowing rate, which was derived from third-party information available at the time the Company adopted ASC 842 in determining the present value of future lease payments. The rate used is for a secured

borrowing of a similar term as the right of use asset. During the year ended December 31, 2021, the Company recognized an impairment charge of $2.4 million related to an ROU asset reducing the carrying value of the lease asset to its estimated fair value. The fair value was estimated using an income approach based on management’s forecast of future cash flows expected to be derived based on current sublease market rent. The impairment charge is included in general and administrative expenses in the consolidated statements of operations.

Business Combination (Tables)

12 Months Ended

Dec. 31, 2021

Reverse Recapitalization [Abstract]

Schedule of Reverse Recapitalization

The following table reconciles the elements of the Business Combination to the consolidated statements of cash flows and the consolidated statements of equity for the year ended December 31, 2021 (in thousands):


	Business Combination
Cash - Silver Spike trust and cash, net of redemptions	$	254,203
Cash - PIPE Financing	325,000
Less: cash consideration paid to Legacy WMH equity holders	(455,182)
Less: transaction costs and advisory fees	(44,052)
Net proceeds from the Business Combination	79,969
Less: initial fair value of warrant liability recognized in the Business Combination	(193,978)
Add: transaction costs allocated to Warrants	5,547
Add: non-cash assets assumed from Silver Spike	1,053
Add: deferred tax asset	151,255
Less: tax receivable agreement liability	(128,567)
Net adjustment to total equity from the Business Combination	$	(84,721)

The number of shares of common stock issued immediately following the Closing:


						Number of Shares
Common stock, outstanding prior to the Business Combination						24,998,575
Less: redemption of shares of Silver Spike’s Class A common stock						10,012
Shares of Silver Spike’s Class A common stock						24,988,563
Shares of Class A Common Stock held by Silver Spike’s Sponsor						6,250,000
Shares of Class A Common Stock issued in the PIPE Financing						32,500,000
Shares of Class A Common Stock issued in the Business Combination						63,738,563
Shares of Class V Common Stock issued to Legacy WMH equity holders						65,502,347
Total shares of common stock issued in the Business Combination						129,240,910

Stock-based Compensation - Stock Units Activity (Details)	12 Months Ended
	Dec. 31, 2021 $ / shares shares
RSUs
Number of RSUs
Beginning balance (in shares) \| shares	0
Granted (in shares) \| shares	6,581,369
Vested (in shares) \| shares	(568,826)
Forfeited (in shares) \| shares	(182,662)
Ending balance (in shares) \| shares	5,829,881
Weighted-average Grant Date Fair Value
Beginning balance (in dollars per share) \| $ / shares	$ 0
Granted (in dollars per share) \| $ / shares	10.96
Vested (in dollars per share) \| $ / shares	10.59
Forfeited (in dollars per share) \| $ / shares	13.70
Ending balance (in dollars per share) \| $ / shares	$ 10.91
PSUs
Number of RSUs
Beginning balance (in shares) \| shares	0
Granted (in shares) \| shares	2,437,500
Vested (in shares) \| shares	0
Forfeited (in shares) \| shares	0
Ending balance (in shares) \| shares	2,437,500
Weighted-average Grant Date Fair Value
Beginning balance (in dollars per share) \| $ / shares	$ 0
Granted (in dollars per share) \| $ / shares	6.40
Vested (in dollars per share) \| $ / shares	0
Forfeited (in dollars per share) \| $ / shares	0
Ending balance (in dollars per share) \| $ / shares	$ 6.40

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of Income before Income Tax, Domestic and Foreign

The components of income (loss) before taxes are as follows (in thousands):


	Years Ended December 31,
	2021		2020		2019
Domestic	$	151,987	$	38,878	$	(4,152)
Foreign	(370)		(48)		5,098
Income before income taxes	151,617		38,830		946

Taxes on income

The components of the provision for (benefit from) income taxes are as follows (in thousands):


	Years Ended December 31,
	2021		2020		2019
Current
Federal	$	—	$	—	$	—
State	—		—		—
Foreign	241		—		1,321
	241		—		1,321
Deferred
Federal	(508)		—		—
State	(334)		—		—
Foreign	—		—		—
	(842)		—		—
Total income tax (benefit) expense	$	(601)	$	—	$	1,321

Reconciliation between the U.S. statutory federal income tax rate and the company's effective income tax rate

The actual income tax expense differs from the expected amount computed by applying the federal statutory corporate tax rate of 21 percent as follows (in thousands):


	Years Ended December 31,
	2021				2020			2019
Federal statutory rate	$	31,844			$	8,154		$	199
State blended statutory rate	8,497				2,176			53
LLC flow-through structure	—				(10,340)			(252)
Income taxed to owners of noncontrolling interests	(21,762)				—			—
Foreign tax impact	227				10			1,321
Change in fair value of warrant liability	(19,669)				—			—
Other permanent items	901				—			—
R&D credit	(751)				—			—
Change in valuation allowance	112				—			—
Total income tax (benefit) expense	$	(601)			$	—		$	1,321
Effective tax rate	(0.40)		%	—	—		%	139.64		%

Composition of deferred tax balances

The significant components of the net deferred tax assets are as follows:



	December 31, 2021
Deferred tax assets
Investment in partnership	$	112,543
Tax receivable agreement	34,203
Net operating loss carryovers	4,694
Tax credit carryovers	751
Other	18
Total deferred tax asset	152,209
Less: valuation allowance	(112)
Net deferred tax asset	152,097

Schedule of Unrecognized Tax Benefits

The following table reflects changes in the unrecognized tax benefits since January 1, 2021 (in thousands):


	December 31, 2021

Gross amount of unrecognized tax benefits as of the beginning of the period	$	—
Decreases related to prior year tax provisions	—
Increases related to current year tax provisions	188
Gross amount of unrecognized tax benefits as of the end of the period	$	188

Warrant Liability (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended	12 Months Ended
	Jul. 16, 2021	Jun. 07, 2019	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Jun. 16, 2021
Derivative [Line Items]
Unit price (in dollars per share)		$ 11.50
Notice period to redeem warrants	30 days
Threshold trading days	20 days
Trading period	30 days
Change in fair value of warrant liability				$ 166,518	$ 0	$ 0
Common Stock
Derivative [Line Items]
Stock price trigger (in dollars per share)	$ 18.00
Public Warrants
Derivative [Line Items]
Warrants outstanding (in shares)			12,499,993	12,499,993
Units issued (in shares)		12,500,000
Warrant redemption price (in dollars per share)	$ 0.01
Private Placement Warrant
Derivative [Line Items]
Warrants outstanding (in shares)			7,000,000	7,000,000			7,000,000
Number of ordinary shares called by each warrant (in shares)			1	1
Warrants issued (in shares)			7,000,000
Limitation period to transfer, assign or sell warrants			30 days
Class A Common Stock
Derivative [Line Items]
Number of ordinary shares called by each warrant (in shares)		1
Exercise price of warrant (in dollars per share)			$ 11.50	$ 11.50

Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

A summary of changes in goodwill for the year ended December 31, 2021 is as follows (in thousands):


	Goodwill
Balance at December 31, 2020	3,961
Acquisition of Sprout	26,686
Acquisition of TLH	14,648
Balance at December 31, 2021	$	45,295

Intangible assets consisted of the following for the periods presented below (in thousands):


	December 31, 2021
	Weighted Average Amortization Period (Years)	Gross Intangible Assets		Accumulated Amortization		Net Intangible Assets
Trade and domain names	14.3	$	7,532	$	(4,081)	$	3,451
Software technology	7.7	6,691		(3,222)		3,469
Customer relationships	3.4	1,580		(201)		1,379
Total intangible assets	10.4	$	15,803	$	(7,504)	$	8,299


	December 31, 2020
	Weighted Average Amortization Period (Years)	Gross Intangible Assets		Accumulated Amortization		Net Intangible Assets
Trade and domain names	15	$	7,255	$	(3,556)	$	3,699
Software technology	9.4	3,469		(2,663)		806
Total intangible assets	13.2	$	10,724	$	(6,219)	$	4,505

Amortization expense for intangible assets was $1.3 million, $0.9 million and $3.4 million for the years ended December 31, 2021, 2020 and 2019, respectively.

The estimated future amortization expense of intangible assets as of December 31, 2021 is as follows (in thousands):


	Amortization
Years ended December 31,
2022	$	2,094
2023	1,696
2024	1,517
2025	1,186
2026	939
Thereafter	867
	$	8,299

Equity	12 Months Ended
Equity	Dec. 31, 2021
Equity [Abstract]
Equity	Equity Class A Common Stock Voting Rights Each holder of the shares of Class A Common Stock is entitled to one vote for each share of Class A Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote. The holders of the shares of Class A Common Stock do not have cumulative voting rights in the election of directors. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all stockholders present in person or represented by proxy, voting together as a single class. Notwithstanding the foregoing, the holders of the outstanding shares of Class A Common Stock are entitled to vote separately upon any amendment to the Company’s certificate of incorporation (including by merger, consolidation, reorganization or similar event) that would alter or change the powers, preferences or special rights of such class of common stock in a manner that is disproportionately adverse as compared to the Class V Common Stock. Dividend Rights Subject to preferences that may be applicable to any outstanding preferred stock, the holders of shares of Class A Common Stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by the Company’s board of directors out of funds legally available therefor. Rights upon Liquidation, Dissolution and Winding-Up In the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, the holders of the shares of Class A Common Stock are entitled to share ratably in all assets remaining after payment of the Company’s debts and other liabilities, subject to prior distribution rights of preferred stock or any class or series of stock having a preference over the shares of Class A Common Stock, then outstanding, if any. Preemptive or Other Rights The holders of shares of Class A Common Stock have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the shares of Class A Common Stock. The rights, preferences and privileges of holders of shares of Class A Common Stock will be subject to those of the holders of any shares of the preferred stock that the Company may issue in the future. Class V Common Stock Voting Rights Each holder of the shares of Class V Common Stock is entitled to one vote for each share of Class V Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote. The holders of shares of Class V Common Stock do not have cumulative voting rights in the election of directors. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all stockholders present in person or represented by proxy, voting together as a single class. Notwithstanding the foregoing, the holders of the outstanding shares of Class V Common Stock are entitled to vote separately upon any amendment to the Company’s certificate of incorporation (including by merger, consolidation, reorganization or similar event) that would alter or change the powers, preferences or special rights of such class of common stock in a manner that is disproportionately adverse as compared to the Class A Common Stock. Dividend Rights The holders of the Class V Common Stock will not participate in any dividends declared by the Company’s board of directors. Rights upon Liquidation, Dissolution and Winding-Up In the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, the holders of Class V Common Stock are not entitled to receive any of the Company’s assets. Preemptive or Other Rights The holders of shares of Class V Common Stock do not have preemptive, subscription, redemption or conversion rights. There will be no redemption or sinking fund provisions applicable to the Class V Common Stock. Issuance and Retirement of Class V Common Stock In the event that any outstanding share of Class V Common Stock ceases to be held directly or indirectly by a holder of Class A Units, such share will automatically be transferred to us for no consideration and thereupon will be retired. The Company will not issue additional shares of Class V Common Stock other than in connection with the valid issuance or transfer of Units in accordance with the governing documents of WMH LLC. Preferred Stock Pursuant to the amended and restated certificate of incorporation in effect as of June 15, 2021, the Company was authorized to issue 75,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2021, there were no shares of preferred stock issued or outstanding. Noncontrolling Interests The noncontrolling interest represents the Units held by holders other than the Company. As of December 31, 2021, the noncontrolling interests owned 55.5% of the Units outstanding. The noncontrolling interests’ ownership percentage can fluctuate over time, including as the WMH LLC equity holders elect to exchange Units for Class A Common Stock. The Company has consolidated the financial position and results of operations of WMH LLC and reflected the proportionate interest held by the WMH LLC Unit equity holders as noncontrolling interests. Net income for the period prior to the Business Combination from January 1, 2021 to June 15, 2021 is allocated to net income attributable to noncontrolling interests on the accompanying consolidated statements of operations for the year ended December 31, 2021.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Accounts Payable and Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2021

Payables and Accruals [Abstract]

Schedule of Accounts Payable and Accrued Expenses

Accounts payable and accrued liabilities as of December 31, 2021 and 2020 consisted of the following (in thousands):


	December 31, 2021		December 31, 2020
Accounts payable	$	4,298	$	2,244
Accrued employee expenses	10,088		6,586
Other accrued liabilities	8,769		3,821
	$	23,155	$	12,651

Business Combination

12 Months Ended

Dec. 31, 2021

Reverse Recapitalization [Abstract]

Business Combination

As discussed in Note 1, on June 16, 2021, the Company consummated the Business Combination pursuant to the Merger Agreement.

In connection with the Closing, the following occurred:

•Silver Spike was domesticated and continues as a Delaware corporation, changing its name to “WM Technology, Inc.”

•The Company was reorganized into an Up-C structure, in which substantially all of the assets and business of the Company are held by WMH LLC and continue to operate through WMH LLC and its subsidiaries, and WM Technology, Inc.’s material assets are the equity interests of WMH LLC indirectly held by it.

•The Company consummated the sale of 32,500,000 shares of Class A Common Stock for a purchase price of $10.00 per share (together, the “PIPE Financing”) pursuant to certain subscription agreements dated as of December 10, 2020, for an aggregate price of $325.0 million.

•The Company contributed approximately $80.3 million of cash to WMH LLC, representing (a) the net amount held in the Company’s trust account following the redemption of 10,012 shares of Class A Common Stock originally sold in the Silver Spike’s initial public offering, less (b) cash consideration of $455.2 million paid to Legacy WMH Class A equity holders, plus (c) $325.0 million in aggregate proceeds from the PIPE Financing, less (d) the aggregate amount of transaction expenses incurred by the parties to the Business Combination Agreement.

•The Company transferred $455.2 million to the Legacy WMH equity holders as cash consideration.

•The Legacy WMH equity holders retained an aggregate of 65,502,347 Class A Units and 25,896,042 Class P Units.

•The Company issued 65,502,347 shares of Class V Common Stock to Class A Unit holders, representing the same number of Class A Units retained by the Legacy WMH equity holders.

•The Company, the Holder Representative and the Class A Unit holders entered into the Tax Receivable Agreement, pursuant to which WM Technology, Inc. will pay to WMH LLC Class A equity holders 85% of the net income tax savings that WM Technology, Inc. actually realizes as a result of increases in the tax basis of WMH LLC’s assets as a result of the exchange of Units for cash in the Business Combination and future exchanges of the Class A Units for shares of Class A Common Stock or cash pursuant to the Exchange Agreement, and certain other tax attributes of WMH LLC and tax benefits related to the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement.

Concurrently with the closing of the Business Combination, the Unit holders entered into the Exchange Agreement. The terms of the Exchange Agreement, among other things, provide the Unit holders (or certain permitted transferees thereof) with the right from time to time at and after 180 days following the Business Combination to exchange their vested Paired Interests for shares of Class A Common Stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications, or Class P Units for shares of Class A Common Stock with a value equal to the value of such Class P Units less their participation threshold, or in each case, at the Company’s election, the cash equivalent of such shares of Class A Common Stock.


	Business Combination
Cash - Silver Spike trust and cash, net of redemptions	$	254,203
Cash - PIPE Financing	325,000
Less: cash consideration paid to Legacy WMH equity holders	(455,182)
Less: transaction costs and advisory fees	(44,052)
Net proceeds from the Business Combination	79,969
Less: initial fair value of warrant liability recognized in the Business Combination	(193,978)
Add: transaction costs allocated to Warrants	5,547
Add: non-cash assets assumed from Silver Spike	1,053
Add: deferred tax asset	151,255
Less: tax receivable agreement liability	(128,567)
Net adjustment to total equity from the Business Combination	$	(84,721)

The number of shares of common stock issued immediately following the Closing:


						Number of Shares
Common stock, outstanding prior to the Business Combination						24,998,575
Less: redemption of shares of Silver Spike’s Class A common stock						10,012
Shares of Silver Spike’s Class A common stock						24,988,563
Shares of Class A Common Stock held by Silver Spike’s Sponsor						6,250,000
Shares of Class A Common Stock issued in the PIPE Financing						32,500,000
Shares of Class A Common Stock issued in the Business Combination						63,738,563
Shares of Class V Common Stock issued to Legacy WMH equity holders						65,502,347
Total shares of common stock issued in the Business Combination						129,240,910

Net income for the period from June 16, 2021 (Closing Date) to December 31, 2021 was $137.1 million, which includes change in fair value of warrant liability of $166.5 million, stock-based compensation expense of $29.3 million and transaction costs related to the warrant liability of $5.5 million. The transaction costs related to the warrant liability is included in other expense, net on the accompanying consolidated statements of operations.

Acquisitions

12 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

Acquisitions

Sprout

On September 3, 2021, the Company acquired certain assets of the Sprout business (“Sprout"), a leading, cloud-based customer relationship management (“CRM”) and marketing platform for the cannabis industry, for total consideration of approximately $31.2 million. The Company accounted for the Sprout acquisition as an acquisition of a business under ASC 805- Business Combinations.

The acquired assets and liabilities of Sprout were recorded at their preliminary acquisition date fair values. The purchase price allocations are subject to change as the Company continues to gather information relevant to its determination of the fair value of the assets and liabilities acquired primarily related to, but not limited to, intangible assets. Any adjustments to the purchase price allocations will be made as soon as practicable but no later than one year from the acquisition date.

The following table summarizes the components of consideration and the preliminary estimated fair value of assets acquired (in thousands):


Consideration Transferred:
Cash consideration	$	12,000
Share consideration(1)	19,186
Total consideration	$	31,186


Estimated Assets Acquired and Liabilities Assumed:
Asset acquired:
Software technology	$	2,973
Trade name	217
Customer relationships	1,410
Goodwill	26,686
Total assets acquired	31,286

Liabilities assumed:
Other current liabilities	(100)
Total net assets acquired	$	31,186

___________________________________

The excess of the purchase price over the estimated fair values of the net assets acquired, including identifiable intangible assets, is recorded as goodwill. Goodwill is primarily attributable to the expected synergies from combining operations. Goodwill recognized was allocated to the Company’s one operating segment and is generally deductible for tax purposes.

The fair values of the trade name intangible assets were determined using an “income approach”, specifically, the relief-from royalty approach, which is a commonly accepted valuation approach. This approach is based on the assumption that in lieu of ownership, a firm would be willing to pay a royalty in order to exploit the related benefits of this asset. Owning that intangible asset means that the underlying entity wouldn’t have to pay for the privilege of deploying that asset. Therefore, a portion of Sprout’s earnings, equal to the after-tax royalty that would have been paid for the use of the asset, can be attributed to the firm’s ownership. The fair value of the software technology intangible asset was also determined using an “income approach”, specifically a multi-period excess earnings approach, which is a commonly accepted valuation approach. Under this approach, the net earnings attributable to the asset or liability being measured are isolated using the discounted projected net cash flows. These projected cash flows are isolated from the projected cash flows of the combined asset group over the remaining economic life of the intangible asset or liability being measured. Both the amount and the duration of the cash flows are considered from a market participant perspective. Where appropriate, the net cash flows were adjusted to reflect the potential attrition of existing customers in the future, as existing customers are a “wasting” asset and are expected to decline over time. The fair value of the customer relationships was determined using an “income approach”, specifically, the With-and-Without method, which is a commonly accepted valuation approach. This method estimates the value of customer-related assets by quantifying the impact on cash flows under a scenario in which the customer-related assets must be replaced and assuming all of the existing assets are in place except the customer-related assets. Essentially, it estimates the intangible asset’s value by calculating the difference between the two discounted cash-flow models. One that represents the status quo for the business enterprise with the asset in place and the second that represents the business enterprise with everything in place besides the customer-related asset. The projected cash flow period is the time-period it takes to build back up to that status quo. The difference between the two cash flows represents the calculated value of the customer-related asset.

During the year ended December 31, 2021, the Company incurred transaction expenses associated with the Sprout acquisition of $1.0 million, which is included in general and administrative expenses in the consolidated statements of operations.

The revenue and operating loss from Sprout included the Company’s consolidated statements of operations for the period from September 3, 2021 (acquisition date) through December 31, 2021 were not material. Pro forma revenue and earnings amounts on a combined basis have not been presented as they are not material to the Company’s historical pre-acquisition financial statements.

Transport Logistics Holding

On September 29, 2021, the Company acquired all of the equity interests of Transport Logistics Holding Company, LLC (“TLH”), a logistics platform that enables the compliant delivery of cannabis, for total consideration of approximately $15.1 million. The Company accounted for the TLH acquisition as an acquisition of a business under ASC 805.

The acquired assets of TLH were recorded at their preliminary acquisition date fair values. The purchase price allocations are subject to change as the Company continues to gather information relevant to its determination of the fair value of the assets and liabilities acquired primarily related to, but not limited to, intangible assets. Any adjustments to the purchase price allocations will be made as soon as practicable but no later than one year from the acquisition date.

The following table summarizes the components of consideration and the preliminary estimated fair value of assets acquired (in thousands):


Consideration Transferred:
Cash consideration (1)	$	5,000
Share consideration(2)	10,126
Total consideration	$	15,126


Estimated Assets Acquired:
Software technology	$	249
Trade name	59
Customer relationships	170
Goodwill	14,648
Total asset acquired	$	15,126

____________________________________

(1)Includes holdback of $1.0 million recorded within other current liabilities on the Company’s consolidated balance sheets.

remaining economic life of the intangible asset or liability being measured. Both the amount and the duration of the cash flows are considered from a market participant perspective. Where appropriate, the net cash flows were adjusted to reflect the potential attrition of existing customers in the future, as existing customers are a “wasting” asset and are expected to decline over time. The fair value of the customer relationships was determined using an “income approach”, specifically, the With-and-Without method, which is a commonly accepted valuation approach. This method estimates the value of customer-related assets by quantifying the impact on cash flows under a scenario in which the customer-related assets must be replaced and assuming all of the existing assets are in place except the customer-related assets. Essentially, it estimates the intangible asset’s value by calculating the difference between the two discounted cash-flow models. One that represents the status quo for the business enterprise with the asset in place and the second that represents the business enterprise with everything in place besides the customer-related asset. The projected cash flow period is the time-period it takes to build back up to that status quo. The difference between the two cash flows represents the calculated value of the customer-related asset.

During the year ended December 31, 2021, the Company incurred transaction expenses associated with the TLH acquisition of $0.7 million, which is included in general and administrative expenses in the consolidated statements of operations.

The revenue and operating loss from TLH included the Company’s consolidated statements of operations for the period from September 29, 2021 (acquisition date) through December 31, 2021 were not material. Pro forma revenue and earnings amounts on a combined basis have not been presented as they are not material to the Company’s historical pre-acquisition financial statements.

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets
Cash	$ 67,777	$ 19,919
Accounts receivable, net	17,550	9,428
Prepaid expenses and other current assets	13,607	4,820
Total current assets	98,934	34,167
Property and equipment, net	13,283	7,387
Goodwill	45,295	3,961
Intangible assets, net	8,299	4,505
Right-of-use assets	36,549
Deferred tax assets	152,097	0
Other assets	10,687	3,874
Total assets	365,144	53,894
Current liabilities
Accounts payable and accrued expenses	23,155	12,651
Deferred revenue	8,057	5,264
Deferred rent	0	5,129
Operating lease liabilities, current	5,463
Notes payable to members	0	205
Other current liabilities	1,125	0
Total current liabilities	37,800	23,249
Operating lease liabilities, non-current	39,377
Tax receivable agreement liability	128,567	0
Warrant liability	27,460	0
Other long-term liabilities	0	1,374
Total liabilities	233,204	24,623
Commitments and contingencies (Note 4)
Stockholders’ equity/Members’ equity
Preferred Stock - $0.0001 par value; 75,000,000 shares authorized; no shares issued and outstanding at December 31, 2021 and December 31, 2020	0	0
Additional paid-in capital	2,173	0
Retained earnings	61,369	0
Total WM Technology, Inc. stockholders’ equity	63,556	0
Noncontrolling interests	68,384	0
Members’ equity	0	29,271
Total equity	131,940
Total liabilities and stockholders’ equity/members’ equity	365,144	53,894
Class A Common Stock
Stockholders’ equity/Members’ equity
Common Stock	7	0
Class V Common Stock
Stockholders’ equity/Members’ equity
Common Stock	$ 7	$ 0

Stock-based Compensation - Class P Units Activity (Details) - shares		6 Months Ended		12 Months Ended
	Jun. 16, 2021	Dec. 31, 2021	Jun. 15, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Number of Units
Recapitalization in connection with the Business Combination (in shares)	25,687,126
Class A-3 and Class B Units
Number of Units
Outstanding beginning balance (in shares)	262,249		274,816	274,816	264,077	245,371
Granted (in shares)					14,250	25,990
Repurchases (in shares)			(8,279)		(1,900)
Cancellations (in shares)			(4,288)		(1,611)	(7,284)
Outstanding ending balance (in shares)			262,249		274,816	264,077
Class A-3 Units
Number of Units
Conversion to Class P Units in connection with the Business Combination (in shares)	(53,333)
Class P Units
Number of Units
Outstanding beginning balance (in shares)		25,896,042
Cancellations (in shares)		(235,513)
Outstanding ending balance (in shares)	25,896,042	25,660,529		25,660,529
Vested (in shares)				23,685,659

Stock-based Compensation - Stock-Based Compensation Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 29,324
Stock-based compensation capitalized for software development	1,099	$ 0	$ 0
Total stock-based compensation cost	30,423
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	6,021
Product development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	5,103
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 18,200

Income Taxes - Summary of Deferred Tax Assets and Liabilities (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Deferred tax assets
Investment in partnership	$ 112,543
Tax receivable agreement	34,203
Net operating loss carryovers	4,694
Tax credit carryovers	751
Other	18
Total deferred tax asset	152,209
Less: valuation allowance	(112)
Net deferred tax asset	$ 152,097

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.0001
Preferred stock, shares authorized (in shares)	75,000,000	0
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, shares outstanding (in shares)	129,240,910
Class A Common Stock
Common stock, par value (in dollars per share)	$ 0.0001
Common stock, shares authorized (in shares)	1,500,000,000	0
Common stock, shares issued (in shares)	65,677,361	0
Common stock, shares outstanding (in shares)	65,677,361	0
Class V Common Stock
Common stock, par value (in dollars per share)	$ 0.0001
Common stock, shares authorized (in shares)	500,000,000	0
Common stock, shares issued (in shares)	65,502,347	0
Common stock, shares outstanding (in shares)	65,502,347	0

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Revenues	$ 193,146	$ 161,791	$ 144,232
Operating expenses
Cost of revenues	7,938	7,630	7,074
Sales and marketing	56,119	30,716	39,746
Product development	35,395	27,142	29,497
General and administrative	97,447	51,127	56,466
Depreciation and amortization	4,425	3,978	5,162
Total operating expenses	201,324	120,593	137,945
Operating (loss) income	(8,178)	41,198	6,287
Other income (expenses)
Change in fair value of warrant liability	166,518	0	0
Other expense, net	(6,723)	(2,368)	(5,341)
Income before income taxes	151,617	38,830	946
(Benefit from) provision for income taxes	(601)	0	1,321
Net income (loss)	152,218	38,830	(375)
Net income attributable to noncontrolling interests	91,835	0	0
Net income (loss) attributable to WM Technology, Inc.	$ 60,383	$ 38,830	$ (375)
Class A Common Stock
Other income (expenses)
Basic income per share - Class A (in dollars per share)	$ 0.93
Diluted loss per share - Class A (in dollars per share)	$ (0.18)
Weighted average basic shares outstanding - Class A (in shares)	65,013,517
Weighted average diluted shares outstanding - Class A (in shares)	66,813,417

Stock-based Compensation

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Stock-based Compensation

WM Holding Company, LLC Equity Incentive Plan

The Company has accounted for the issuance of Class A-3 and Class B Units issued under WM Holding Company, LLC’s Equity Incentive Plan in accordance with ASC 718 - Stock Based Compensation. The Company considers the limitation on the exercisability of the Class A-3 and Class B Units to be a performance condition and records compensation cost when it becomes probable that the performance condition will be met.

In connection with the Business Combination, each of the Class A-3 Units outstanding prior to the Business Combination were cancelled, and the holder thereof received a number of Class A units representing limited liability company interests of WMH LLC (the “Class A Units”) and an equivalent number of shares of Class V Common Stock, par value $0.0001 per share (together with the Class A Units, the “Paired Interests”), and each of the Class B Units outstanding prior to the Business Combination were cancelled and holders thereof received a number of Class P units representing limited liability company interests of WMH LLC (the “Class P Units” and together with the Class A Units, the “Units”), each in accordance with the Merger Agreement.

Concurrently with the closing of the Business Combination, the Unit holders entered into an exchange agreement (the “Exchange Agreement”). The terms of the Exchange Agreement, among other things, provide the Unit holders (or certain permitted transferees thereof) with the right from time to time at and after 180 days following the Business Combination to exchange their vested Paired Interests for shares of Class A Common Stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications, or Class P Units for shares of Class A Common Stock with a value equal to the value of such Class P Units less their participation threshold, or in each case, at the Company’s election, the cash equivalent of such shares of Class A Common Stock.

A summary of the Class P Unit activity for the periods presented is as follows:


						Number of Units
Outstanding Class A-3 and Class B Units, December 31, 2018						245,371
Granted						25,990
Cancellations						(7,284)
Outstanding Class A-3 and Class B Units, December 31, 2019						264,077
Granted						14,250
Repurchase						(1,900)
Cancellations						(1,611)
Outstanding Class A-3 and Class B Units, December 31, 2020						274,816
Repurchases						(8,279)
Cancellations						(4,288)
Outstanding Class A-3 and Class B Units, June 15, 2021 (Pre-Business Combination)						262,249
Class A-3 Units outstanding exchanged for Class A Units in connection with the Business Combination						(53,333)
Recapitalization in connection with the Business Combination						25,687,126
Outstanding Class P Units, June 16, 2021						25,896,042
Cancellations						(235,513)
Outstanding Class P Units, December 31, 2021						25,660,529
Vested, December 31, 2021						23,685,659

As of December 31, 2021, unrecognized stock-based compensation expense for non-vested Class P Units was $4.2 million, which is expected to be recognized over a weighted-average period of 2.1 years. For the year ended December 31, 2021, the Company recorded stock-based compensation expense for the Class P Units of $20.9 million. Due to the Business Combination completed in the second quarter of 2021, certain limitations on exercisability related to the Company’s Class P equity awards issued to employees and consultants were removed and as a result the Company recognized the life-to-date expense on units vested through the Business Combination date on those equity awards. The stock-based compensation expense recognized during the year ended December 31, 2021 includes a one-time incremental expense of $4.1 million related to an award modification as a result of an advisory agreement entered into with a former executive.

WM Technology, Inc. Equity Incentive Plan

In connection with the Business Combination, the Company adopted the WM Technology, Inc. 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan permits the granting of incentive stock options to employees and for the grant of nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of stock awards to employees, directors and consultants. As of December 31, 2021, 19,209,986 shares of Class A Common Stock are authorized for issuance pursuant to awards under the 2021 Plan. The number of shares of Class A Common stock reserved for issuance under the 2021 Plan will automatically increase on January 1 of each year for a period of ten years commencing on January 1, 2022 and ending on (and including) January 1, 2031, in an amount equal to five percent (5%) of the total number of shares of the Company’s capital stock outstanding on December 31 of the preceding year; provided, however that the Board may act prior to January 1st of a given year to provide that the increase for such year will be a lesser number of shares of Common Stock. As of December 31, 2021, 10,373,779 shares of Class A Common Stock are available for future issuance.

A summary of the restricted stock unit (“RSU”) activity for the year ended December 31, 2021 is as follows:


	Number of RSUs	Weighted-average Grant Date Fair Value
Non-vested at December 31, 2020	—	$	—
Granted	6,581,369	$	10.96
Vested	(568,826)	$	10.59
Forfeited	(182,662)	$	13.70
Non-vested at December 31, 2021	5,829,881	$	10.91

As of December 31, 2021, unrecognized stock-based compensation expense for non-vested RSUs was $60.5 million, which is expected to be recognized over a weighted-average period of 3.3 years. For the year ended December 31, 2021, the Company recorded stock-based compensation expense for the RSUs of $8.0 million.

The Company grants performance-based restricted stock units (“PSUs”) with performance and service-based vesting conditions. The level of achievement of such goals may cause the actual number of units that ultimately vest to range from 0% to 200% of the original units granted. The Company recognizes expense ratably over the vesting period for the PSUs when it is probable that the performance criteria specified will be achieved. The fair value is equal to the market price of the Company’s common stock on the date of grant.

A summary of the PSU activity for the year ended December 31, 2021 is as follows:


	Number of PSUs	Weighted-average Grant Date Fair Value
Non-vested at December 31, 2020	—	$	—
Granted	2,437,500	$	6.40
Vested	—	$	—
Forfeited	—	$	—
Non-vested at December 31, 2021	2,437,500	$	6.40

As of December 31, 2021, unrecognized stock-based compensation expense for non-vested PSUs was $15.2 million, which is expected to be recognized over a weighted-average period of 2.0 years. For the year ended December 31, 2021, the Company recorded stock-based compensation expense for the PSUs of $0.4 million.


	Year Ended December 31, 2021
Sales and marketing	$	6,021
Product development	5,103
General and administrative	18,200
Total stock-based compensation expense	29,324
Amount capitalized to software development	1,099
Total stock-based compensation cost	$	30,423

Business Combination - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		6 Months Ended	12 Months Ended
	Jun. 16, 2021	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Schedule Of Reverse Recapitalization [Line Items]
Cash consideration paid to Legacy WMH equity holders			$ 455,182
Common stock, shares outstanding (in shares)	24,998,575	129,240,910	129,240,910
Period of exchange agreement	180 days
Shares converted basis (in shares)	1
Net income (loss) attributable to WM Technology, Inc.		$ 137,100	$ 60,383	$ 38,830	$ (375)
Change in fair value of warrant liability			166,518	$ 0	$ 0
Share-based compensation expense			29,324
Add: transaction costs allocated to Warrants			$ 5,547
WMH LLC
Schedule Of Reverse Recapitalization [Line Items]
Contributions made	$ 80,300
Class A Common Stock
Schedule Of Reverse Recapitalization [Line Items]
Number of shares issued in transaction (in shares)	32,500,000
Price per share (in dollars per share)	$ 10.00
Consideration received on transaction	$ 325,000
Stock redeemed during period (in shares)	10,012
Cash consideration paid to Legacy WMH equity holders	$ 455,200
Common stock, shares outstanding (in shares)		65,677,361	65,677,361	0
Shares of Class A Common Stock issued in the Business Combination (in shares)		63,738,563
Payment to continuing members as percent of amount of tax benefit		85.00%	85.00%
Class A Common Stock \| Common Stock
Schedule Of Reverse Recapitalization [Line Items]
Common stock, shares outstanding (in shares)		65,677,361	65,677,361	0
Shares of Class A Common Stock issued in the Business Combination (in shares)			63,738,563
Class V Common Stock
Schedule Of Reverse Recapitalization [Line Items]
Common stock, shares outstanding (in shares)		65,502,347	65,502,347	0
Shares of Class A Common Stock issued in the Business Combination (in shares)	65,502,347
Class V Common Stock \| Common Stock
Schedule Of Reverse Recapitalization [Line Items]
Common stock, shares outstanding (in shares)		65,502,347	65,502,347	0
Shares of Class A Common Stock issued in the Business Combination (in shares)			65,502,347
Class A Units
Schedule Of Reverse Recapitalization [Line Items]
Common stock, shares outstanding (in shares)	65,502,347
Class P Units
Schedule Of Reverse Recapitalization [Line Items]
Common stock, shares outstanding (in shares)	25,896,042

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

As a result of the Business Combination, WM Technology, Inc. became the sole managing member of WMH LLC, which is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, WMH LLC is not subject to U.S. federal and certain state and local income taxes. Accordingly, no provision for U.S. federal and state income taxes has been recorded in the financial statements for the period prior to June 16, 2021, as this period was prior to the Business Combination.

Following the Business Combination, any taxable income or loss generated by WMH LLC is passed through to and included in the taxable income or loss of its members, including WM Technology, Inc., on a pro rata basis, with the remainder reflected in the line item Income Taxed to Owners of Noncontrolling Interests. WM Technology, Inc. is subject to U.S. federal income taxes, in addition to state and local income taxes with respect to its allocable share of any taxable income of WMH following the Business Combination. The Company is also subject to taxes in foreign jurisdictions.

The components of income (loss) before taxes are as follows (in thousands):


	Years Ended December 31,
	2021		2020		2019
Domestic	$	151,987	$	38,878	$	(4,152)
Foreign	(370)		(48)		5,098
Income before income taxes	151,617		38,830		946

The components of the provision for (benefit from) income taxes are as follows (in thousands):


	Years Ended December 31,
	2021		2020		2019
Current
Federal	$	—	$	—	$	—
State	—		—		—
Foreign	241		—		1,321
	241		—		1,321
Deferred
Federal	(508)		—		—
State	(334)		—		—
Foreign	—		—		—
	(842)		—		—
Total income tax (benefit) expense	$	(601)	$	—	$	1,321

The change in the Company’s income tax expense from 2020 to 2021 is due to the Business Combination and settlement of a foreign income tax examination. In 2020, the Company was only subject to minimal LLC entity-level and

foreign taxes, whereas in 2021 the Company was also subject to U.S. federal and state income taxes on its allocable share of any taxable income or loss generated subsequent to the Business Combination.

The actual income tax expense differs from the expected amount computed by applying the federal statutory corporate tax rate of 21 percent as follows (in thousands):


	Years Ended December 31,
	2021				2020			2019
Federal statutory rate	$	31,844			$	8,154		$	199
State blended statutory rate	8,497				2,176			53
LLC flow-through structure	—				(10,340)			(252)
Income taxed to owners of noncontrolling interests	(21,762)				—			—
Foreign tax impact	227				10			1,321
Change in fair value of warrant liability	(19,669)				—			—
Other permanent items	901				—			—
R&D credit	(751)				—			—
Change in valuation allowance	112				—			—
Total income tax (benefit) expense	$	(601)			$	—		$	1,321
Effective tax rate	(0.40)		%	—	—		%	139.64		%

The significant components of the net deferred tax assets are as follows:



	December 31, 2021
Deferred tax assets
Investment in partnership	$	112,543
Tax receivable agreement	34,203
Net operating loss carryovers	4,694
Tax credit carryovers	751
Other	18
Total deferred tax asset	152,209
Less: valuation allowance	(112)
Net deferred tax asset	152,097

As of December 31, 2021, the Company had federal and state net operating loss carry forwards of approximately $17.2 million and $15.5 million, respectively, available to reduce future taxable income, if any. The federal net operating loss carries forward indefinitely and most of the state net operating losses will expire beginning in 2041. The Company also has foreign net operating loss carry forwards of approximately $0.4 million.

As of December 31, 2021, the Company had federal and California research credit carryforwards of $0.6 million and $0.4 million available to reduce future tax. Federal tax credits begin to expire in 2041 and California credits carry forward indefinitely.

Utilization of the net operating loss and tax credit carryforwards may be subject to an annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended and similar state provisions. An “ownership change” would occur for these purposes if one or more stockholders or groups of stockholders, who own at least 5% of the Company’s stock, increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. Utilization of federal net operating loss carryforwards is also limited to 80% of the Company’s taxable income in the year of deduction. In addition, a substantial portion of the Company’s state net operating

loss is in California, for which there is a temporary suspension of the utilization of net operating loss carryforwards through 2022.

The Company’s deferred tax asset is primarily attributable to future tax amortization deductions of tax basis created from the Business Combination and future tax receivable agreement (“TRA”) payments. These deferred tax assets generally amortize over 15 years beginning on the payment date. Tax amortization deductions in excess of taxable income from operations result in a net operating loss, which can be carried forward indefinitely for federal tax purposes.

The deferred tax assets are reduced through the establishment of a valuation allowance if, based upon available evidence, it is determined that it is more-likely-than-not that the deferred tax assets will not be realized. Management assesses the available positive and negative evidence, including history of earnings or losses, loss carryback potential, impact of reversing temporary differences, tax planning strategies, and whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. Based on the Company’s recent earnings history as well as anticipated future taxable income, management has concluded that it is more-likely-than-not that the U.S. federal and state deferred tax assets will be realized and that a valuation allowance is not needed. The Company’s valuation allowance increased by $0.1 million during 2021 due to losses in foreign jurisdictions. There was no change in valuation allowance during 2020 or 2019.

The Company follows the provisions of FASB ASC 740-10, Accounting for Uncertainty in Income Taxes. ASC 740-10 prescribes a comprehensive model for the recognition, measurement, presentation and disclosure in financial statements of any uncertain tax positions that have been taken or expected to be taken on a tax return.

The following table reflects changes in the unrecognized tax benefits since January 1, 2021 (in thousands):


	December 31, 2021

Gross amount of unrecognized tax benefits as of the beginning of the period	$	—
Decreases related to prior year tax provisions	—
Increases related to current year tax provisions	188
Gross amount of unrecognized tax benefits as of the end of the period	$	188

As of December 31, 2021, the Company has unrecognized tax benefits of approximately $0.2 million, which would affect its effective tax rate if recognized. It is unlikely that the amount of liability for unrecognized tax benefits will significantly change over the next 12 months. It is the Company’s policy to include penalties and interest expense related to income taxes as a component of other expense and interest expense, respectively, as necessary.

The Company and its subsidiaries file income tax returns with the U.S. federal government, various U.S. states, and several foreign jurisdictions. The Company’s U.S. federal and state tax returns remain open to examination for 2018 through 2021. In addition, tax returns remain open to examination in non-U.S. subsidiaries, including Canada.

Tax Receivable Agreement

The Business Combination was accomplished through what is commonly referred to as an “Up-C” structure, which is often used by partnerships and limited liability companies undertaking an initial public offering. The Up-C structure allows the current WMH equity holders to retain their equity ownership in WMH, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of post-merger WMH units and provides potential future tax benefits for both WM Technology, Inc. and the post-merger WMH equity holders when they ultimately exchange their pass-through interests for shares of Class A common stock. Additionally, the Company could obtain future increases in its tax basis of the assets of WMH when such units are redeemed or exchanged by the continuing members. This increase in tax basis may have the effect of reducing the amounts paid in the future to various tax authorities. The increase in tax basis may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.

In connection with the Business Combination, the Company entered into a Tax Receivable Agreement (“TRA”) with continuing members that provides for a payment to the continuing members of 85% of the amount of tax benefits, if any, that WM Technology, Inc. realizes, or is deemed to realize, as a result of redemptions or exchanges of WMH units. In connection with such potential future tax benefits resulting from the Business Combination, the Company has established a deferred tax asset for the additional tax basis and a corresponding TRA liability of 85% of the expected benefit. The remaining 15% is recorded within paid-in capital. To date, no payments have been made with respect to the TRA.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 17
-Subparagraph (b)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
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-Paragraph 1
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Summary of Significant Accounting Policies - Accounts Receivable (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Allowance, beginning of year	$ 857	$ 914	$ 734
Addition to allowance	5,487	1,271	180
Write-off, net of recoveries	(1,175)	(1,328)	0
Allowance, end of year	$ 5,169	$ 857	$ 914

Leases - Future Minimum Payments (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Jan. 01, 2021
Leases [Abstract]
2022	$ 9,597
2023	9,898
2024	9,405
2025	5,830
2026	5,408
Thereafter	24,325
Total	64,463
Less present value discount	(19,623)
Operating lease liabilities	$ 44,840	$ 48,400

Business Combination - Elements of Business Combination (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Reverse Recapitalization [Abstract]
Cash - Silver Spike trust and cash, net of redemptions	$ 254,203
Cash - PIPE Financing	325,000
Less: cash consideration paid to Legacy WMH equity holders	(455,182)
Less: transaction costs and advisory fees	(44,052)
Net proceeds from the Business Combination	79,969	$ 0	$ 0
Less: initial fair value of warrant liability recognized in the Business Combination	(193,978)	0	0
Add: transaction costs allocated to Warrants	5,547
Add: non-cash assets assumed from Silver Spike	1,053	0	0
Add: deferred tax asset	151,255	0	0
Less: tax receivable agreement liability	(128,567)	$ 0	$ 0
Net adjustment to total equity from the Business Combination	$ (84,721)

Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Accounts payable	$ 4,298	$ 2,244
Accrued employee expenses	10,088	6,586
Other accrued liabilities	8,769	3,821
Accounts payable and accrued expenses	$ 23,155	$ 12,651

Summary of Significant Accounting Policies (Policies)	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The summary of significant accounting policies presented below is designed to assist in understanding the Company’s consolidated financial statements. Such consolidated financial statements and accompanying notes are the representations of the Company’s management, who is responsible for their integrity and objectivity. Management believes that these accounting policies conform to GAAP in all material respects, and have been consistently applied in preparing the accompanying consolidated financial statements. Pursuant to the Merger Agreement, the Business Combination was accounted for as a reverse recapitalization in accordance with GAAP (the “Reverse Recapitalization”). Under this method of accounting, Silver Spike was treated as the acquired company and Legacy WMH was treated as the acquirer for financial statement reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Legacy WMH issuing stock for the net assets of Silver Spike, accompanied by a recapitalization. Legacy WMH was determined to be the accounting acquirer based on evaluation of the following facts and circumstances: •Legacy WMH Class A Unit holders, through their ownership of the Class V Common Stock, have the greatest voting interest in the Company with over 50% of the voting interest; •Legacy WMH selected the majority of the new board of directors of the Company; •Legacy WMH senior management is the senior management of the Company; and •Legacy WMH is the larger entity based on historical operating activity and has the larger employee base. Thus, the financial statements included in this annual report reflect (i) the historical operating results of Legacy WMH prior to the Business Combination; (ii) the combined results of the WMH LLC and Silver Spike following the Business Combination; and (iii) the acquired assets and liabilities of Silver Spike stated at historical cost, with no goodwill or other intangible assets recorded.
Principles of Consolidation	Principles of Consolidation The consolidated financial statements include the accounts of WM Technology, Inc. and WM Holding Company, LLC, including their wholly and majority owned subsidiaries. In conformity with GAAP, all significant intercompany accounts and transactions have been eliminated.
Foreign Currency	Foreign Currency Assets and liabilities denominated in a foreign currency are translated into U.S. dollars using the exchange rates in effect at the balance sheet date. Revenue and expense accounts are translated at the average exchange rates during the periods. The impact of exchange rate fluctuations from translation of assets and liabilities is insignificant for years ended December 31, 2021, 2020 and 2019.
Use of Estimates	Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made by management include, among others, the valuation of accounts receivable, the useful lives of long-lived assets, income taxes, website and internal-use software development costs, leases, valuation of goodwill and other intangible assets, valuation of warrant liability, deferred tax asset, tax receivable agreement liability, revenue recognition, stock-based compensation, and the recognition and disclosure of contingent liabilities.
Risks and Uncertainties	Risks and Uncertainties The Company operates in a relatively new industry where laws and regulations vary significantly by jurisdiction. Currently, several states permit medical or recreational use of cannabis; however, the use of cannabis is prohibited on a federal level in the United States. If any of the states that permit use of cannabis were to change their laws or the federal government was to actively enforce such prohibition, the Company’s business could be adversely affected. In addition, the Company’s ability to grow and meet its operating objectives depends largely on the continued legalization of cannabis on a widespread basis. There can be no assurance that such legalization will occur on a timely basis, or at all.
Fair Value Measurements	Fair Value Measurements The Company follows the guidance in ASC 820 - Fair Value Measurements for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: •Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. •Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. •Level 3: Unobservable inputs based on the Company assessment of the assumptions that market participants would use in pricing the asset or liability.
Accounts Receivable	Accounts Receivable Accounts receivable is recorded at the invoiced amount and does not bear interest. Effective January 1, 2021, the Company adopted the new accounting guidance on measuring credit losses on its trade accounts receivable using the modified retrospective approach. The new credit loss guidance replaces the old model for measuring the allowance for credit losses with a model that is based on the expected losses rather than incurred losses. Under the new credit loss model, lifetime expected credit losses are measured and recognized at each reporting date based on historical, current and forecast information. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. The Company calculates the expected credit losses on a pool basis for those trade receivables that have similar risk characteristics. For those trade receivables that do not share similar risk characteristics, the allowance for doubtful accounts is calculated on an individual basis. Risk characteristics relevant to the Company’s accounts receivable include balance of customer account and aging status. Prior to the accounting adoption, the Company reserved an allowance for all balances outstanding in excess of ninety days. Account balances are written off against the allowance when it is determined that it is probable that the receivable will not be recovered.
Investment in Equity Security	Investment in Equity SecurityInvestments in equity securities that do not have a readily determinable fair value and qualify for the measurement alternative for equity investments provided in ASC 321, Investments – Equity Securities are accounted for at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. As December 31, 2021, the carrying value of the Company’s investments in equity securities without a readily determinable fair value was $6.5 million, which is recorded within Other assets on the Company’s consolidated balance sheets.
Property and Equipment	Property and Equipment Property and equipment are stated at cost, less accumulated depreciation, and consist of internally developed software, computer equipment, furniture and fixtures and leasehold improvements. Depreciation is computed using the straight-line method over the estimated useful lives of the assets and generally over five years for computer equipment, seven years for furniture and fixtures and five years for leasehold improvements. Maintenance and repairs are expensed as incurred. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the Company’s results of operations. Capitalized website and internal-use software development costs are included in property and equipment in the accompanying balance sheets. The Company capitalizes certain costs related to the development and enhancement of the Weedmaps platform and SaaS solutions. The Company began to capitalize these costs when preliminary development efforts were successfully completed, management has authorized and committed project funding, and it was probable that the project would be completed and the software would be used as intended. Capitalization ceases upon completion of all substantial testing. Maintenance and training costs are expensed as incurred. Such costs are amortized when placed in service, on a straight-line basis over the estimated useful life of the related asset, generally estimated to be three years. Costs incurred for enhancements that were expected to result in additional features or functionality are capitalized and expensed over the estimated useful life of the enhancements, generally three years. Product development costs that do not meet the criteria for capitalization are expensed as incurred. The Company assess impairment of property and equipment when an event and change in circumstance indicates that the carrying value of such assets may not be recoverable. If an event and a change in circumstance indicates that the carrying amount of an asset (or asset group) may not be recoverable and the expected undiscounted cash flows attributable to the asset are less than its carrying value, an impairment loss equals to the excess of the asset’s carrying value over its fair value is recognized.
Leases	Leases Effective January 1, 2021, the Company accounts for its leases under ASC 842 - Leases. Under this guidance, lessees classify arrangements meeting the definition of a lease as operating or financing leases, and leases are recorded on the consolidated balance sheet as both a right-of-use asset (“ROU”) and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the right-of-use asset results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred. In calculating the right-of-use asset and lease liability, the Company elects to combine lease and non-lease components for all classes of assets. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election, and instead recognizes rent expense on a straight-line basis over the lease term. The Company assess impairment of ROU assets when an event and change in circumstance indicates that the carrying value of such ROU assets may not be recoverable. If an event and a change in circumstance indicates that the carrying value of an ROU asset may not be recoverable and the estimated fair value attributable to the ROU asset is less than its carrying value, an impairment loss equals to the excess of the ROU asset’s carrying value over its fair value is recognized. The Company continues to account for leases in the prior period financial statements under ASC 840, Leases.
Warrant Liability	Warrant Liability The Company assumed 12,499,993 Public Warrants and 7,000,000 Private Placement Warrants (together, the “Warrants”) upon the Closing, all of which were issued in connection with Silver Spike’s initial public offering and entitle the holder to purchase one share of Class A Common Stock at an exercise price of at $11.50 per share. All of the Warrants remained outstanding as of December 31, 2021. The Public Warrants are publicly traded and are exercisable for cash unless certain conditions occur, such as the failure to have an effective registration statement related to the shares issuable upon exercise or redemption by the Company under certain conditions, at which time the warrants may be cashless exercised. The Private Placement Warrants are transferable, assignable or salable in certain limited exceptions. The Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will cease to be Private Placement Warrants, and become Public Warrants and be redeemable by the Company and exercisable by such holders on the same basis as the other Public Warrants. The Company evaluated the Warrants under ASC 815-40 - Derivatives and Hedging - Contracts in Entity’s Own Equity, and concluded they do not meet the criteria to be classified in stockholders’ equity. Specifically, the exercise of the Warrants may be settled in cash upon the occurrence of a tender offer or exchange that involves 50% or more of our Class A equity holders. Because not all of the voting stockholders need to participate in such tender offer or exchange to trigger the potential cash settlement and the Company does not control the occurrence of such an event, the Company concluded that the Warrants do not meet the conditions to be classified in equity. Since the Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the consolidated balance sheets at fair value, with subsequent changes in their respective fair values recognized in change in fair value of warrant liabilities within the consolidated statements of operations at each reporting date.
Tax Receivable Agreement	Tax Receivable Agreement In connection with the Business Combination, the Company entered into a tax receivable agreement (the “Tax Receivable Agreement”) with continuing members that provides for a payment to the continuing Class A Unit holders of 85% of the amount of tax benefits, if any, that the Company realizes, or is deemed to realize, as a result of redemptions or exchanges of Units. In connection with such potential future tax benefits resulting from the Business Combination, the Company has established a deferred tax asset for the additional tax basis and a corresponding TRA liability of 85% of the expected benefit. The remaining 15% is recorded to additional paid-in capital.
Revenue Recognition	Revenue Recognition The Company’s revenues are derived primarily from monthly subscriptions and additional offerings for access to the Company’s Weedmaps platform and SaaS solutions. The Company recognizes revenue when the fundamental criteria for revenue recognition are met. The Company recognizes revenue by applying the following steps: the contract with the customer is identified; the performance obligations in the contract are identified; the transaction price is determined; the transaction price is allocated to the performance obligations in the contract; and revenue is recognized when (or as) the Company satisfies these performance obligations in an amount that reflects the consideration it expects to be entitled to in exchange for those services. Substantially all of the Company’s revenue is generated by providing standard listing subscription services and other paid listing subscriptions services, including featured listings, promoted deals, nearby listings and other display advertising to its customers. These arrangements are recognized over-time, generally during a month-to-month subscription period as the products are provided. Prior to January 1, 2021, the Company charged a fee for access to the Company’s orders functionality and those fees were recognized at a point in time, typically when an order for delivery or pickup was submitted. Starting on January 1, 2021, the Company eliminated the technology services fee charge related to the Company’s orders functionality. The Company rarely needs to allocate the transaction price to separate performance obligations. In the rare case that allocation of the transaction price is needed, the Company recognizes revenue in proportion to the standalone selling prices of the underlying services at contract inception. Deferred revenue primarily consists of billings or payments received in advance of revenue recognition from subscription offerings, as described above, and is recognized as the revenue recognition criteria are met. Deferred revenue as of December 31, 2020 and 2019 was $5.3 million and $4.3 million, respectively, and the balances were fully recognized in the first quarter of the following fiscal year. The deferred revenue balance as of December 31, 2021 was $8.1 million and is expected to be fully recognized within the next twelve months. The Company generally invoices customers and receives payment on an upfront basis and payments do not include significant financing components or variable consideration and there are generally no rights of return or refunds after the subscription period has passed.
Cost of Revenue	Cost of Revenue The Company’s cost of revenue primarily consists of web hosting, internet service costs, and credit card processing costs.
Product Development Costs	Product Development Costs Product development costs includes salaries and benefits for employees, including engineering and technical teams who are responsible for building new products, as well as improving existing products. Product development costs that do not meet the criteria for capitalization are expensed as incurred.
Advertising	Advertising The Company expenses the cost of advertising in the period incurred. Advertising expense totaled $17.7 million, $10.6 million and $20.6 million for the years ended December 31, 2021, 2020 and 2019, respectively, and are included in sales and marketing expense in the accompanying consolidated statements of operations.
Stock-Based Compensation	Stock-Based Compensation The Company measures fair value of employee stock-based compensation awards on the date of grant and allocates the related expense over the requisite service period. The fair value of restricted stock units and performance-based restricted stock units is equal to the market price of the Company’s common stock on the date of grant. The fair value of the Class P Units is measured using the Black-Scholes-Merton valuation model. When awards include a performance condition that impacts the vesting of the award, the Company records compensation cost when it becomes probable that the performance condition will be met and the expense will be attributed over the performance period. The expected volatility is based on the historical volatility and implied volatilities for comparable companies, the expected life of the award is based on the simplified method. The Company accounts for nonemployee stock-based transactions using the fair value of the consideration received (i.e., the value of the goods or services) or the fair value of the equity instruments issued, whichever is more reliably measurable.
Other Expense	Other Expense Other expense consists primarily of transaction costs related to the warrants, political contributions, interest expense, legal settlements, financing fees and other tax related expenses.
Income Taxes	Income Taxes The Company accounts for income taxes pursuant to the asset and liability method which requires the recognition of deferred income tax assets and liabilities related to the expected future tax consequences arising from temporary differences between the carrying amounts and tax bases of assets and liabilities based on enacted statutory tax rates applicable to the periods in which the temporary differences are expected to reverse. Any effects of changes in income tax rates or laws are included in income tax expense in the period of enactment. A valuation allowance is recognized if we determine it is more likely than not that all or a portion of a deferred tax asset will not be recognized. In making such determination, the Company considers all available evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent and expected future results of operation.
Segment Reporting	Segment Reporting The Company and its subsidiaries operate in one business segment.
Earnings Per Share	Earnings Per Share Basic income (loss) per share is computed by dividing net income (loss) attributable to WM Technology, Inc. by the weighted-average number of shares of Class A Common Stock outstanding during the period. Diluted income (loss) per share is computed giving effect to all potential weighted-average dilutive shares for the period. The dilutive effect of outstanding awards or financial instruments, if any, is reflected in diluted income (loss) per share by application of the treasury stock method or if-converted method, as applicable. Stock awards are excluded from the calculation of diluted EPS in the event they are antidilutive or subject to performance conditions for which the necessary conditions have not been satisfied by the end of the reporting period. Prior to the Business Combination, the membership structure of Legacy WMH included units which had profit interests. The Company analyzed the calculation of earnings per unit for periods prior to the Business Combination and determined that it resulted in values that would not be meaningful to the users of these consolidated financial statements. As a result, earnings per share information has not been presented for periods prior to the Business Combination on June 16, 2021. The basic and diluted income (loss) per share for the year ended December 31, 2021 represent the period from June 16, 2021 (Closing Date) to December 31, 2021.
Concentrations of Credit Risk	Concentrations of Credit Risk The Company’s financial instruments are potentially subject to concentrations of credit risk. The Company places its cash with high quality credit institutions. From time to time, the Company maintains cash balances at certain institutions in excess of the Federal Deposit Insurance Corporation limit. Management believes that the risk of loss is not significant and has not experienced any losses in such accounts.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). The guidance in this ASU supersedes the leasing guidance in Topic 840, Leases. Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the consolidated statements of operations. The Company adopted ASC 842 as of January 1, 2021, using the modified retrospective transition approach by recording an ROU asset and lease liability for operating leases of $43.3 million and $48.4 million, respectively, at that date; the Company did not have any finance lease assets and liabilities upon adoption or any arrangements where it acts as a lessor. Adoption of ASC 842 did not have an effect on the Company’s retained earnings. The Company availed itself of the practical expedients provided under ASC 842 regarding identification of leases, lease classification, indirect costs, and the combination of lease and non-lease components for all classes of assets. The Company continues to account for leases in the prior period financial statements under ASC 840. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326). This update modifies measurement of credit losses. The new standard requires that entities estimate credit losses based upon an “expected credit loss” approach rather than the historical “incurred loss” approach. The new approach requires entities to measure all expected credit losses for financial assets based on historical experience, current conditions and reasonable forecasts of collectability. The change in approach impacts the timing of recognition of credit losses. The Company adopted this guidance effective on January 1, 2021, using the modified retrospective transition approach. Prior to December 31, 2021, as an EGC, the Company elected to use the extended transition period provided by the JOBS Act for the implementation of new or revised accounting standards, and as a result of this election, the Company did not have to comply with the public company FASB standard’s effective date for this guidance until the Company ceased to be classified as an EGC. Effective on December 31, 2021, the Company lost its EGC status which accelerated the requirement of this adoption. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40). The new standard aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The Company adopted this guidance effective on January 1, 2021, using the modified retrospective transition approach. Prior to December 31, 2021, as an EGC, the Company elected to use the extended transition period provided by the JOBS Act for the implementation of new or revised accounting standards, and as a result of this election, the Company did not have to comply with the public company FASB standard’s effective date for this guidance until the Company ceased to be classified as an EGC. Effective on December 31, 2021, the Company lost its EGC status which accelerated the requirement of this adoption. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (ASC 740): Simplifying the Accounting for Income Taxes. The standard eliminates the need for an organization to analyze whether the following apply in a given period: (1) the exception to the incremental approach for intraperiod tax allocation; (2) the exceptions to accounting for basis differences when there are ownership changes in foreign investments; and (3) the exception in interim periods income tax accounting for year-to-date losses that exceed anticipated losses. The ASU also is designed to improve financial statement preparers’ application of income tax-related guidance and simplify U.S. GAAP for (1) franchise taxes that are partially based on income, (2) transactions with a government that result in a step-up in the tax basis of goodwill, (3) separate financial statements of legal entities that are not subject to tax, (4) enacted changes in tax laws in interim periods and (5) certain income tax accounting for employee stock ownership plans and affordable housing projects. The Company adopted ASU 2019-12 on January 1, 2021 on a prospective basis. The adoption did not have a material impact on the Company’s consolidated financial statements.

Earnings Per Share - Dilutive Securities (Details)	12 Months Ended
Earnings Per Share - Dilutive Securities (Details)	Dec. 31, 2021 shares
Class A Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	65,502,347
Class P Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	25,660,529
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	6,398,707
PSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	2,437,500

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Schedule of Accounts Receivable, Allowance for Credit Loss

The following table summarizes the changes in the allowance for doubtful accounts:


	Years Ended December 31,
	2021		2020		2019
Allowance, beginning of year	$	857	$	914	$	734
Addition to allowance	5,487		1,271		180
Write-off, net of recoveries	(1,175)		(1,328)		—
Allowance, end of year	$	5,169	$	857	$	914

Schedule of Disaggregation of Revenue

The following table summarizes the Company’s disaggregated net revenue information (in thousands):


	Years Ended December 31,
	2021		2020		2019
Revenues recognized over time(1)	$	193,146	$	155,363	$	143,490
Revenues recognized at a point in time(2)	—		6,428		742
Total revenues	$	193,146	$	161,791	$	144,232

________________

(1)Revenues from listing subscription services, featured listings and other advertising products.

(2)Revenues from use of orders functionality.

Schedule of Revenue from External Customers by Geographic Areas

The following table summarizes the Company’s U.S. and foreign revenues (in thousands):


	Years Ended December 31,
	2021		2020		2019
U.S. revenues	$	193,146	$	130,373	$	132,077
Foreign revenues	—		31,418		12,155
Total revenues	$	193,146	$	161,791	$	144,232

Acquisitions - Sprout (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Sep. 03, 2021	Dec. 31, 2021	Dec. 31, 2020
Asset acquired:
Goodwill		$ 45,295	$ 3,961
Liabilities assumed:
Other current liabilities	$ (100)
Total asset acquired	31,186
Sprout
Asset Acquisition [Line Items]
Total consideration	31,200
Consideration Transferred:
Cash consideration	12,000
Share consideration	19,186
Total consideration	31,186
Asset acquired:
Goodwill	26,686
Total assets acquired	$ 31,286
Liabilities assumed:
Share consideration (in shares)	1,244,258
Share price (in dollars per share)	$ 15.42
Transaction expenses		$ 1,000
Sprout \| Software technology
Asset acquired:
Intangibles	$ 2,973
Sprout \| Trade name
Asset acquired:
Intangibles	217
Sprout \| Customer relationships
Asset acquired:
Intangibles	$ 1,410

Accounts Payable and Accrued Expenses

12 Months Ended

Dec. 31, 2021

Payables and Accruals [Abstract]

Accounts Payable and Accrued Expenses

Accounts payable and accrued liabilities as of December 31, 2021 and 2020 consisted of the following (in thousands):


	December 31, 2021		December 31, 2020
Accounts payable	$	4,298	$	2,244
Accrued employee expenses	10,088		6,586
Other accrued liabilities	8,769		3,821
	$	23,155	$	12,651

Fair Value Measurements - Quantitative Information (Details) $ in Thousands	Dec. 31, 2021 USD ($) $ / shares	Jun. 16, 2021 USD ($) $ / shares	Dec. 31, 2020 USD ($)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liability \| $	$ 27,460		$ 0
Level 3 \| Private Placement Warrant
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liability \| $	$ 10,700	$ 93,200
Level 3 \| Private Placement Warrant \| Exercise price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input \| $ / shares	11.50	11.50
Level 3 \| Private Placement Warrant \| Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input \| $ / shares	5.98	20.55
Level 3 \| Private Placement Warrant \| Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.524	0.600
Level 3 \| Private Placement Warrant \| Term (years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, term	4 years 5 months 15 days	5 years
Level 3 \| Private Placement Warrant \| Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.0118	0.0089

Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted



	Year Ended December 31, 2021
Numerator:
Net income	$	152,218
Less: net income attributable to WMH LLC prior to the Business Combination	15,078
Less: net income attributable to noncontrolling interests after the Business Combination	76,757
Net income attributable to WM Technology, Inc. - basic	60,383
Effect of dilutive securities:
Less: fair value change of Public and Private Placement Warrants, net of amounts attributable to noncontrolling interests	72,483
Net loss attributable to WM Technology, Inc. - diluted	$	(12,100)
Denominator:
Weighted average Class A Common Stock outstanding - basic	65,013,517
Weighted average effect of dilutive securities:
Public Warrants¹	1,153,782
Private Placement Warrants¹	646,118


Weighted average Class A Common Stock outstanding - diluted	66,813,417

Net income (loss) per share of Class A Common Stock:
Net income per share of Class A Common Stock - basic	$	0.93
Net loss per share of Class A Common Stock - diluted	$	(0.18)

___________________________________

¹Calculated using the treasury stock method.

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The Company excluded the following securities from its computation of diluted shares outstanding, as their effect would have been anti-dilutive:


						Year Ended December 31, 2021
Class A Units						65,502,347
Class P Units						25,660,529
RSUs						6,398,707
PSUs						2,437,500

Income Taxes - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Operating Loss Carryforwards [Line Items]
Amortization period	15 years
Valuation allowance, deferred tax asset, increase	$ 100,000	$ 0
Unrecognized tax benefits	$ 188,000	$ 0
Payment to continuing members as percent from amount of tax benefits	85.00%
TRA liability as percent of expected benefit	85.00%
TRA liability as percent of equity	15.00%
Federal
Operating Loss Carryforwards [Line Items]
Loss carry forward	$ 17,200,000
Federal \| Research
Operating Loss Carryforwards [Line Items]
Tax credit carryforward	600,000
State
Operating Loss Carryforwards [Line Items]
Loss carry forward	15,500,000
State \| Research \| California
Operating Loss Carryforwards [Line Items]
Tax credit carryforward	400,000
International
Operating Loss Carryforwards [Line Items]
Loss carry forward	$ 400,000

Summary of Significant Accounting Policies - Revenue by Geographic Areas (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Total revenues	$ 193,146	$ 161,791	$ 144,232
U.S. revenues
Disaggregation of Revenue [Line Items]
Total revenues	193,146	130,373	132,077
Foreign revenues
Disaggregation of Revenue [Line Items]
Total revenues	$ 0	$ 31,418	$ 12,155

- Definition

+ References

+ Details

Fair Value Measurements

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements


	Level	December 31, 2021
Liabilities:
Warrant liability – Public Warrants	1	$	16,750
Warrant liability – Private Placement Warrants	3	10,710
Total warrant liability		$	27,460

The following tables summarize the changes in the fair value of the warrant liabilities (in thousands):


	Year Ended December 31, 2021
	Public Warrants		Private Placement Warrants		Warrant Liabilities
Fair value, beginning of period	$	—	$	—	$	—
Warrant liability acquired	100,750		93,228		193,978
Change in valuation inputs or other assumptions	(84,000)		(82,518)		(166,518)
Fair value, end of period	$	16,750	$	10,710	$	27,460

Public Warrants

The Company determined the fair value of its public warrants, which were originally issued in the initial public offering of Silver Spike (the “Public Warrants”) based on the publicly listed trading price of such warrants as of the valuation date. Accordingly, the Public Warrants are classified as Level 1 financial instruments. The fair value of the Public Warrants was $16.8 million and $100.8 million as of December 31, 2021 and June 16, 2021, respectively.

Private Placement Warrants

The estimated fair value of the warrants that were originally issued in a private placement (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”) is determined with Level 3 inputs using the Black-Scholes model. The significant inputs and assumptions in this method are the stock price, exercise price, volatility, risk-free rate, and term or maturity. The underlying stock price input is the closing stock price as of each valuation date and the exercise price is the price as stated in the warrant agreement. The volatility input was determined using the historical volatility of comparable

publicly traded companies which operate in a similar industry or compete directly against the Company. Volatility for each comparable publicly traded company is calculated as the annualized standard deviation of daily continuously compounded returns. The Black-Scholes analysis is performed in a risk-neutral framework, which requires a risk-free rate assumption based upon constant-maturity treasury yields, which are interpolated based on the remaining term of the Private Placement Warrants as of each valuation date. The term/maturity is the duration between each valuation date and the maturity date, which is five years following the date the Business Combination closed, or June 16, 2026.

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:


	December 31, 2021			June 16, 2021
Exercise price	$	11.50		$	11.50
Stock price	$	5.98		$	20.55
Volatility	52.4		%	60.0		%
Term (years)	4.46			5.00
Risk-free interest rate	1.18		%	0.89		%

The valuations of the Private Placement Warrants use assumptions and estimates the Company believes would be made by a market participant in making the same valuation. The Company assess these assumptions and estimates on an on-going basis as additional data impacting the assumptions and estimates are obtained. Changes in the fair value of the Private Placement Warrants related to updated assumptions and estimates are recognized within the consolidated statements of operations.

The fair value of the Private Placement Warrants may change significantly as additional data is obtained. In evaluating this information, considerable judgment is required to interpret the data used to develop the assumptions and estimates. The estimates of fair value may not be indicative of the amounts that could be realized in a current market exchange. Accordingly, the use of different market assumptions and/or different valuation techniques may have a material effect on the estimated fair value, and such changes could materially impact the Company’s results of operations in future periods.

Significant changes in the volatility would result in a significant lower or higher fair value measurement, respectively.

The fair value of the Private Placement Warrants was $10.7 million and $93.2 million as of December 31, 2021 and June 16, 2021, respectively.

The Warrants were accounted for as liabilities in accordance with ASC 815- Derivatives and Hedging and are presented within warrant liability on the accompanying consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liability in the consolidated statements of operations.

There were no transfers in or out of Level 3 from other levels in the fair value hierarchy.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) segment	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Jan. 01, 2021 USD ($)	Dec. 31, 2018 USD ($)
Accounting Policies [Line Items]
Allowance of bad debt	$ 5,169	$ 857	$ 914		$ 734
Equity securities without readily determinable fair value	$ 6,500
Tax receivable agreement liabilities as percent of expected benefit	85.00%
Tax receivable agreement, percent recorded in additional paid-in capital	15.00%
Deferred revenue	$ 8,100	5,300	4,300
Advertising expense	$ 17,700	$ 10,600	$ 20,600
Number of operating segments \| segment	1
Number of reportable segments \| segment	1
Operating lease, right-of-use asset	$ 36,549			$ 43,300
Operating lease liabilities	$ 44,840			$ 48,400
Class A Common Stock, $0.0001 par value per share
Accounting Policies [Line Items]
Payment to continuing members as percent of amount of tax benefit	85.00%
Computer equipment
Accounting Policies [Line Items]
Property and equipment, useful life	5 years
Furniture and fixtures
Accounting Policies [Line Items]
Property and equipment, useful life	7 years
Leasehold improvements
Accounting Policies [Line Items]
Property and equipment, useful life	5 years
Software technology
Accounting Policies [Line Items]
Property and equipment, useful life	3 years
Enhancements
Accounting Policies [Line Items]
Property and equipment, useful life	3 years
Silver Spike \| Legacy WMH Class A Unit holders
Accounting Policies [Line Items]
Percentage of voting interests held (over 50%)	50.00%

Acquisitions - Transport Logistics Holding (Details) $ / shares in Units, $ in Thousands		12 Months Ended
	Sep. 29, 2021 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) segment	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Sep. 03, 2021 USD ($)
Estimated Assets Acquired:
Goodwill		$ 45,295	$ 3,961
Total asset acquired					$ 31,186
Holdback amount		$ 100
Number of operating segments \| segment		1
TLH
Consideration Transferred:
Cash consideration	$ 5,000
Share consideration	10,126
Total consideration	15,126
Estimated Assets Acquired:
Goodwill	14,648
Total asset acquired	$ 15,126
Share consideration (in shares) \| shares	694,540
Share price (in dollars per share) \| $ / shares	$ 14.58
Transaction expenses		$ 700
TLH \| Software technology
Estimated Assets Acquired:
Intangibles	$ 249
TLH \| Trade name
Estimated Assets Acquired:
Intangibles	59
TLH \| Customer relationships
Estimated Assets Acquired:
Intangibles	$ 170

Stock-based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Jun. 16, 2021	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Period of exchange agreement	180 days
Shares converted basis (in shares)	1
Share-based compensation expense		$ 29,324
Incremental expense		4,100
Class P Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Nonvested award, cost not yet recognized		$ 4,200
Nonvested award, period for recognition		2 years 1 month 6 days
Share-based compensation expense		$ 20,900
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Nonvested award, cost not yet recognized		$ 60,500
Nonvested award, period for recognition		3 years 3 months 18 days
Share-based compensation expense		$ 8,000
PSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Nonvested award, cost not yet recognized		$ 15,200
Nonvested award, period for recognition		2 years
Stock-based compensation expense		$ 400
PSUs \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Target award		0.00%
PSUs \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Target award		200.00%
Class V Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Class A Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, par value (in dollars per share)		$ 0.0001
Class A Common Stock \| 2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)		19,209,986
Period of automatic increase of shares		10 years
Percent of increase in shares from capital stock outstanding		5.00%
Number of shares available for future issuance (in shares)		10,373,779

Income Taxes - Summary of Components of Income Tax (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Domestic	$ 151,987	$ 38,878	$ (4,152)
Foreign	(370)	(48)	5,098
Income before income taxes	$ 151,617	$ 38,830	$ 946

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Section 25
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+ Details

Income Taxes - Summary of Unrecognized Income Tax Benefits (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Changes to company's unrecognized tax benefits
Gross amount of unrecognized tax benefits as of the beginning of the period	$ 0
Decreases related to prior year tax provisions	0
Increases related to current year tax provisions	188
Gross amount of unrecognized tax benefits as of the end of the period	$ 188

Income Taxes - Summary of Components of Income Tax (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Current
Federal	$ 0	$ 0	$ 0
State	0	0	0
Foreign	241	0	1,321
Current income tax expense (benefit)	241	0	1,321
Deferred
Federal	(508)		0
State	(334)	0
Foreign	0	0	0
Deferred income tax expense (benefit)	(842)	0	0
Total income tax (benefit) expense	$ (601)	$ 0	$ 1,321

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation

The summary of significant accounting policies presented below is designed to assist in understanding the Company’s consolidated financial statements. Such consolidated financial statements and accompanying notes are the representations of the Company’s management, who is responsible for their integrity and objectivity. Management believes that these accounting policies conform to GAAP in all material respects, and have been consistently applied in preparing the accompanying consolidated financial statements.

Pursuant to the Merger Agreement, the Business Combination was accounted for as a reverse recapitalization in accordance with GAAP (the “Reverse Recapitalization”). Under this method of accounting, Silver Spike was treated as the acquired company and Legacy WMH was treated as the acquirer for financial statement reporting purposes.

Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Legacy WMH issuing stock for the net assets of Silver Spike, accompanied by a recapitalization.

Legacy WMH was determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

•Legacy WMH Class A Unit holders, through their ownership of the Class V Common Stock, have the greatest voting interest in the Company with over 50% of the voting interest;

•Legacy WMH selected the majority of the new board of directors of the Company;

•Legacy WMH senior management is the senior management of the Company; and

•Legacy WMH is the larger entity based on historical operating activity and has the larger employee base.

Thus, the financial statements included in this annual report reflect (i) the historical operating results of Legacy WMH prior to the Business Combination; (ii) the combined results of the WMH LLC and Silver Spike following the Business Combination; and (iii) the acquired assets and liabilities of Silver Spike stated at historical cost, with no goodwill or other intangible assets recorded.

Principles of Consolidation

The consolidated financial statements include the accounts of WM Technology, Inc. and WM Holding Company, LLC, including their wholly and majority owned subsidiaries. In conformity with GAAP, all significant intercompany accounts and transactions have been eliminated.

Foreign Currency

Assets and liabilities denominated in a foreign currency are translated into U.S. dollars using the exchange rates in effect at the balance sheet date. Revenue and expense accounts are translated at the average exchange rates during the periods. The impact of exchange rate fluctuations from translation of assets and liabilities is insignificant for years ended December 31, 2021, 2020 and 2019.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Significant estimates made by management include, among others, the valuation of accounts receivable, the useful lives of long-lived assets, income taxes, website and internal-use software development costs, leases, valuation of goodwill and other intangible assets, valuation of warrant liability, deferred tax asset, tax receivable agreement liability, revenue recognition, stock-based compensation, and the recognition and disclosure of contingent liabilities.

Risks and Uncertainties

The Company operates in a relatively new industry where laws and regulations vary significantly by jurisdiction. Currently, several states permit medical or recreational use of cannabis; however, the use of cannabis is prohibited on a federal level in the United States. If any of the states that permit use of cannabis were to change their laws or the federal government was to actively enforce such prohibition, the Company’s business could be adversely affected.

In addition, the Company’s ability to grow and meet its operating objectives depends largely on the continued legalization of cannabis on a widespread basis. There can be no assurance that such legalization will occur on a timely basis, or at all.

Fair Value Measurements

The Company follows the guidance in ASC 820 - Fair Value Measurements for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

•Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

•Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

•Level 3: Unobservable inputs based on the Company assessment of the assumptions that market participants would use in pricing the asset or liability.

Accounts Receivable

Accounts receivable is recorded at the invoiced amount and does not bear interest.

Effective January 1, 2021, the Company adopted the new accounting guidance on measuring credit losses on its trade accounts receivable using the modified retrospective approach. The new credit loss guidance replaces the old model for measuring the allowance for credit losses with a model that is based on the expected losses rather than incurred losses. Under the new credit loss model, lifetime expected credit losses are measured and recognized at each reporting date based on historical, current and forecast information. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

The Company calculates the expected credit losses on a pool basis for those trade receivables that have similar risk characteristics. For those trade receivables that do not share similar risk characteristics, the allowance for doubtful accounts is calculated on an individual basis. Risk characteristics relevant to the Company’s accounts receivable include balance of customer account and aging status.

Prior to the accounting adoption, the Company reserved an allowance for all balances outstanding in excess of ninety days.

Account balances are written off against the allowance when it is determined that it is probable that the receivable will not be recovered. The Company recorded a provision for doubtful accounts of $5.2 million and $0.9 million as of December 31, 2021 and 2020, respectively.

The following table summarizes the changes in the allowance for doubtful accounts:


	Years Ended December 31,
	2021		2020		2019
Allowance, beginning of year	$	857	$	914	$	734
Addition to allowance	5,487		1,271		180
Write-off, net of recoveries	(1,175)		(1,328)		—
Allowance, end of year	$	5,169	$	857	$	914

Investment in Equity Security

Investments in equity securities that do not have a readily determinable fair value and qualify for the measurement alternative for equity investments provided in ASC 321, Investments – Equity Securities are accounted for at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. As December 31, 2021, the carrying value of the Company’s investments in equity securities without a readily determinable fair value was $6.5 million, which is recorded within Other assets on the Company’s consolidated balance sheets.

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation, and consist of internally developed software, computer equipment, furniture and fixtures and leasehold improvements. Depreciation is computed using the straight-line method over the estimated useful lives of the assets and generally over five years for computer equipment, seven years for furniture and fixtures and five years for leasehold improvements. Maintenance and repairs are expensed as incurred. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the Company’s results of operations.

Capitalized website and internal-use software development costs are included in property and equipment in the accompanying balance sheets. The Company capitalizes certain costs related to the development and enhancement of the Weedmaps platform and SaaS solutions. The Company began to capitalize these costs when preliminary development efforts were successfully completed, management has authorized and committed project funding, and it was probable that the project would be completed and the software would be used as intended. Capitalization ceases upon completion of all substantial testing. Maintenance and training costs are expensed as incurred. Such costs are amortized when placed in service, on a straight-line basis over the estimated useful life of the related asset, generally estimated to be three years. Costs incurred for enhancements that were expected to result in additional features or functionality are capitalized and expensed over the estimated useful life of the enhancements, generally three years. Product development costs that do not meet the criteria for capitalization are expensed as incurred.

The Company assess impairment of property and equipment when an event and change in circumstance indicates that the carrying value of such assets may not be recoverable. If an event and a change in circumstance indicates that the carrying amount of an asset (or asset group) may not be recoverable and the expected undiscounted cash flows attributable to the asset are less than its carrying value, an impairment loss equals to the excess of the asset’s carrying value over its fair value is recognized.

Leases

Effective January 1, 2021, the Company accounts for its leases under ASC 842 - Leases. Under this guidance, lessees classify arrangements meeting the definition of a lease as operating or financing leases, and leases are recorded on the consolidated balance sheet as both a right-of-use asset (“ROU”) and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the right-of-use asset results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred.

In calculating the right-of-use asset and lease liability, the Company elects to combine lease and non-lease components for all classes of assets. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election, and instead recognizes rent expense on a straight-line basis over the lease term.

The Company assess impairment of ROU assets when an event and change in circumstance indicates that the carrying value of such ROU assets may not be recoverable. If an event and a change in circumstance indicates that the carrying value of an ROU asset may not be recoverable and the estimated fair value attributable to the ROU asset is less than its carrying value, an impairment loss equals to the excess of the ROU asset’s carrying value over its fair value is recognized.

The Company continues to account for leases in the prior period financial statements under ASC 840, Leases.

Warrant Liability

The Company assumed 12,499,993 Public Warrants and 7,000,000 Private Placement Warrants (together, the “Warrants”) upon the Closing, all of which were issued in connection with Silver Spike’s initial public offering and entitle the holder to purchase one share of Class A Common Stock at an exercise price of at $11.50 per share. All of the Warrants remained outstanding as of December 31, 2021. The Public Warrants are publicly traded and are exercisable for cash unless certain conditions occur, such as the failure to have an effective registration statement related to the shares issuable upon exercise or redemption by the Company under certain conditions, at which time the warrants may be cashless exercised. The Private Placement Warrants are transferable, assignable or salable in certain limited exceptions. The Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will cease to be Private Placement Warrants, and become Public Warrants and be redeemable by the Company and exercisable by such holders on the same basis as the other

Public Warrants.

The Company evaluated the Warrants under ASC 815-40 - Derivatives and Hedging - Contracts in Entity’s Own Equity, and concluded they do not meet the criteria to be classified in stockholders’ equity. Specifically, the exercise of the Warrants may be settled in cash upon the occurrence of a tender offer or exchange that involves 50% or more of our Class A equity holders. Because not all of the voting stockholders need to participate in such tender offer or exchange to trigger the potential cash settlement and the Company does not control the occurrence of such an event, the Company concluded that the Warrants do not meet the conditions to be classified in equity. Since the Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the consolidated balance sheets at fair value, with subsequent changes in their respective fair values recognized in change in fair value of warrant liabilities within the consolidated statements of operations at each reporting date.

Tax Receivable Agreement

In connection with the Business Combination, the Company entered into a tax receivable agreement (the “Tax Receivable Agreement”) with continuing members that provides for a payment to the continuing Class A Unit holders of 85% of the amount of tax benefits, if any, that the Company realizes, or is deemed to realize, as a result of redemptions or exchanges of Units. In connection with such potential future tax benefits resulting from the Business Combination, the Company has established a deferred tax asset for the additional tax basis and a corresponding TRA liability of 85% of the expected benefit. The remaining 15% is recorded to additional paid-in capital.

Revenue Recognition

The Company’s revenues are derived primarily from monthly subscriptions and additional offerings for access to the Company’s Weedmaps platform and SaaS solutions. The Company recognizes revenue when the fundamental criteria for revenue recognition are met. The Company recognizes revenue by applying the following steps: the contract with the customer is identified; the performance obligations in the contract are identified; the transaction price is determined; the transaction price is allocated to the performance obligations in the contract; and revenue is recognized when (or as) the Company satisfies these performance obligations in an amount that reflects the consideration it expects to be entitled to in exchange for those services.

Substantially all of the Company’s revenue is generated by providing standard listing subscription services and other paid listing subscriptions services, including featured listings, promoted deals, nearby listings and other display advertising to its customers. These arrangements are recognized over-time, generally during a month-to-month subscription period as the products are provided. Prior to January 1, 2021, the Company charged a fee for access to the Company’s orders functionality and those fees were recognized at a point in time, typically when an order for delivery or pickup was submitted. Starting on January 1, 2021, the Company eliminated the technology services fee charge related to the Company’s orders functionality. The Company rarely needs to allocate the transaction price to separate performance obligations. In the rare case that allocation of the transaction price is needed, the Company recognizes revenue in proportion to the standalone selling prices of the underlying services at contract inception.

Deferred revenue primarily consists of billings or payments received in advance of revenue recognition from subscription offerings, as described above, and is recognized as the revenue recognition criteria are met. Deferred revenue as of December 31, 2020 and 2019 was $5.3 million and $4.3 million, respectively, and the balances were fully recognized in the first quarter of the following fiscal year. The deferred revenue balance as of December 31, 2021 was $8.1 million and is expected to be fully recognized within the next twelve months. The Company generally invoices customers and receives payment on an upfront basis and payments do not include significant financing components or variable consideration and there are generally no rights of return or refunds after the subscription period has passed.

The following table summarizes the Company’s disaggregated net revenue information (in thousands):


	Years Ended December 31,
	2021		2020		2019
Revenues recognized over time(1)	$	193,146	$	155,363	$	143,490
Revenues recognized at a point in time(2)	—		6,428		742
Total revenues	$	193,146	$	161,791	$	144,232

________________

(1)Revenues from listing subscription services, featured listings and other advertising products.

(2)Revenues from use of orders functionality.

The following table summarizes the Company’s U.S. and foreign revenues (in thousands):


	Years Ended December 31,
	2021		2020		2019
U.S. revenues	$	193,146	$	130,373	$	132,077
Foreign revenues	—		31,418		12,155
Total revenues	$	193,146	$	161,791	$	144,232

All foreign revenues were generated in Canada. During the second half of fiscal 2020, the Company discontinued its services to Canada-based retail operator clients who failed to provide valid license information, similar to the transition the Company implemented in California at the end of fiscal 2019. Following the completion of the discontinuation of such services, all revenue has been generated in the United States.

Cost of Revenue

The Company’s cost of revenue primarily consists of web hosting, internet service costs, and credit card processing costs.

Product Development Costs

Product development costs includes salaries and benefits for employees, including engineering and technical teams who are responsible for building new products, as well as improving existing products. Product development costs that do not meet the criteria for capitalization are expensed as incurred.

Advertising

The Company expenses the cost of advertising in the period incurred. Advertising expense totaled $17.7 million, $10.6 million and $20.6 million for the years ended December 31, 2021, 2020 and 2019, respectively, and are included in sales and marketing expense in the accompanying consolidated statements of operations.

Stock-Based Compensation

The Company measures fair value of employee stock-based compensation awards on the date of grant and allocates the related expense over the requisite service period. The fair value of restricted stock units and performance-based restricted stock units is equal to the market price of the Company’s common stock on the date of grant. The fair value of the Class P Units is measured using the Black-Scholes-Merton valuation model. When awards include a performance condition that impacts the vesting of the award, the Company records compensation cost when it becomes probable that the performance condition will be met and the expense will be attributed over the performance period. The expected volatility is based on the historical volatility and implied volatilities for comparable companies, the expected life of the award is based on the simplified method.

The Company accounts for nonemployee stock-based transactions using the fair value of the consideration received (i.e., the value of the goods or services) or the fair value of the equity instruments issued, whichever is more reliably measurable.

Other Expense

Other expense consists primarily of transaction costs related to the warrants, political contributions, interest expense, legal settlements, financing fees and other tax related expenses.

Income Taxes

The Company accounts for income taxes pursuant to the asset and liability method which requires the recognition of deferred income tax assets and liabilities related to the expected future tax consequences arising from temporary differences between the carrying amounts and tax bases of assets and liabilities based on enacted statutory tax rates applicable to the periods in which the temporary differences are expected to reverse. Any effects of changes in income tax rates or laws are included in income tax expense in the period of enactment. A valuation allowance is recognized if we determine it is more likely than not that all or a portion of a deferred tax asset will not be recognized. In making such determination, the Company considers all available evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent and expected future results of operation.

Segment Reporting

The Company and its subsidiaries operate in one business segment.

Earnings Per Share

Basic income (loss) per share is computed by dividing net income (loss) attributable to WM Technology, Inc. by the weighted-average number of shares of Class A Common Stock outstanding during the period.

Diluted income (loss) per share is computed giving effect to all potential weighted-average dilutive shares for the period. The dilutive effect of outstanding awards or financial instruments, if any, is reflected in diluted income (loss) per share by application of the treasury stock method or if-converted method, as applicable. Stock awards are excluded from the calculation of diluted EPS in the event they are antidilutive or subject to performance conditions for which the necessary conditions have not been satisfied by the end of the reporting period.

Prior to the Business Combination, the membership structure of Legacy WMH included units which had profit interests. The Company analyzed the calculation of earnings per unit for periods prior to the Business Combination and determined that it resulted in values that would not be meaningful to the users of these consolidated financial statements. As a result, earnings per share information has not been presented for periods prior to the Business Combination on June 16, 2021. The basic and diluted income (loss) per share for the year ended December 31, 2021 represent the period from June 16, 2021 (Closing Date) to December 31, 2021.

Concentrations of Credit Risk

The Company’s financial instruments are potentially subject to concentrations of credit risk. The Company places its cash with high quality credit institutions. From time to time, the Company maintains cash balances at certain institutions in excess of the Federal Deposit Insurance Corporation limit. Management believes that the risk of loss is not significant and has not experienced any losses in such accounts.

Emerging Growth Company Status

Prior to December 31, 2021, the Company was an “emerging growth company” (EGC) as defined in the Jumpstart Our Business Startups Act, (JOBS Act), and elected to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies until the Company is no longer an EGC, including using the extended transition period for complying with new or revised accounting standards. As of December 31, 2021, the Company has become a large accelerated filer under the rules of the SEC and is no longer classified as an EGC.

Recent Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). The guidance in this ASU supersedes the leasing guidance in Topic 840, Leases. Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the consolidated statements of operations. The Company adopted ASC 842 as of January 1, 2021, using the modified retrospective transition approach by recording an ROU asset and lease liability for operating leases of $43.3 million and $48.4 million, respectively, at that date; the Company did not have any finance lease assets and liabilities upon adoption or any arrangements where it acts as a lessor. Adoption of ASC 842 did not have an effect on the Company’s retained earnings. The Company availed itself of the practical expedients provided under ASC 842 regarding identification of leases, lease classification, indirect costs, and the combination of lease and non-lease components for all classes of assets. The Company continues to account for leases in the prior period financial statements under ASC 840.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326). This update modifies measurement of credit losses. The new standard requires that entities estimate credit losses based upon an “expected credit loss” approach rather than the historical “incurred loss” approach. The new approach requires entities to measure all expected credit losses for financial assets based on historical experience, current conditions and reasonable forecasts of collectability. The change in approach impacts the timing of recognition of credit losses. The Company adopted this guidance effective on January 1, 2021, using the modified retrospective transition approach. Prior to December 31, 2021, as an EGC, the Company elected to use the extended transition period provided by the JOBS Act for the implementation of new or revised accounting standards, and as a result of this election, the Company did not have to comply with the public company FASB standard’s effective date for this guidance until the Company ceased to be classified as an EGC. Effective on December 31, 2021, the Company lost its EGC status which accelerated the requirement of this adoption. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40). The new standard aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The Company adopted this guidance effective on January 1, 2021, using the modified retrospective transition approach. Prior to December 31, 2021, as an EGC, the Company elected to use the extended transition period provided by the JOBS Act for the implementation of new or revised accounting standards, and as a result of this election, the Company did not have to comply with the public company FASB standard’s effective date for this guidance until the Company ceased to be classified as an EGC. Effective on December 31, 2021, the Company lost its EGC status which accelerated the requirement of this adoption. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (ASC 740): Simplifying the Accounting for Income Taxes. The standard eliminates the need for an organization to analyze whether the following apply in a given period: (1) the exception to the incremental approach for intraperiod tax allocation; (2) the exceptions to accounting for basis differences when

there are ownership changes in foreign investments; and (3) the exception in interim periods income tax accounting for year-to-date losses that exceed anticipated losses. The ASU also is designed to improve financial statement preparers’ application of income tax-related guidance and simplify U.S. GAAP for (1) franchise taxes that are partially based on income, (2) transactions with a government that result in a step-up in the tax basis of goodwill, (3) separate financial statements of legal entities that are not subject to tax, (4) enacted changes in tax laws in interim periods and (5) certain income tax accounting for employee stock ownership plans and affordable housing projects. The Company adopted ASU 2019-12 on January 1, 2021 on a prospective basis. The adoption did not have a material impact on the Company’s consolidated financial statements.

Warrant Liability	12 Months Ended
Warrant Liability	Dec. 31, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Warrant Liability	Warrant Liability At December 31, 2021, there were 12,499,993 Public Warrants outstanding and 7,000,000 Private Placement Warrants outstanding. As part of Silver Spike’s initial public offering, 12,500,000 Public Warrants were sold. The Public Warrants entitle the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustments. The Public Warrants may be exercised only for a whole number of shares of Class A Common Stock. No fractional shares will be issued upon exercise of the warrants. The Public Warrants will expire at 5:00 p.m. New York City time on June 16, 2026, or earlier upon redemption or liquidation. The Public Warrants are listed on the NYSE under the symbol “MAPSW.” The Company may redeem the Public Warrants starting July 16, 2021, in whole and not in part, at a price of $0.01 per Public Warrant, upon not less than 30 days’ prior written notice of redemption to each holder of Public Warrants, and if, and only if, the reported last sales price of the Company’s Class A Common Stock equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalization and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Company sends the notice of redemption to the holders of Public Warrants. Simultaneously with Silver Spike’s initial public offering, Silver Spike consummated a private placement of 7,000,000 Private Placement Warrants with Silver Spike’s sponsor (“Silver Spike Sponsor”). Each Private Placement Warrant is exercisable for one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment. The Private Placement Warrants (including the shares of Class A Common Stock issuable upon exercise of the Private Placement Warrants) are not transferable, assignable or salable until 30 days after the completion of the Business Combination, subject to certain exceptions, and they are nonredeemable as long as they are held by Silver Spike Sponsor or its permitted transferees. Silver Spike Sponsor, as well as its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis and will have certain registration rights related to such Private Placement Warrants. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants. If the Private Placement Warrants are held by holders other than Silver Spike Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. The Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Class A Common Stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the Public Warrants will not be adjusted for issuances of shares of Class A Common Stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. The Private Placement Warrants are identical to the Public Warrants underlying the units sold in the initial public offering, except that the Private Placement Warrants and the Class A Common Stock issuable upon the exercise of the Private Placement Warrants were not transferable, assignable or salable until 30 days after the completion of the Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company concluded the Public Warrants and Private Placement Warrants, or the Warrants, meet the definition of a derivative under ASC 815- Derivatives and Hedging (as described in Note 2) and are recorded as liabilities. Upon the Closing, the fair value of the Warrants was recorded on the balance sheet. The fair value of the Warrants was remeasured as of December 31, 2021, resulting in a non-cash change in fair Warrant liabilities of $166.5 million in the consolidated statements of operations for the year ended December 31, 2021