0001779474-22-000022 | 10-Q | XBRL Viewer

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Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2022	May 02, 2022
Entity Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Document Transition Report	false
Entity File Number	001-39021
Entity Registrant Name	WM TECHNOLOGY, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	98-1605615
Entity Address, Address Line One	41 Discovery
Entity Address, City or Town	Irvine
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92618
City Area Code	844
Local Phone Number	933-3627
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Central Index Key	0001779474
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Amendment Flag	false
Class A Common Stock, $0.0001 par value per share
Entity Information [Line Items]
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	MAPS
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		86,103,114
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Entity Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Trading Symbol	MAPSW
Security Exchange Name	NASDAQ
Class V Common Stock
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		58,294,288

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets
Cash	$ 55,857	$ 67,777
Accounts receivable, net	23,657	17,550
Prepaid expenses and other current assets	12,031	13,607
Total current assets	91,545	98,934
Property and equipment, net	17,339	13,283
Goodwill	65,722	45,295
Intangible assets, net	13,488	8,299
Right-of-use assets	35,404	36,549
Deferred tax assets	171,021	152,097
Other assets	10,687	10,687
Total assets	405,206	365,144
Current liabilities
Accounts payable and accrued expenses	22,355	23,155
Deferred revenue	7,897	8,057
Operating lease liabilities, current	5,673	5,463
Other current liabilities	1,000	1,125
Total current liabilities	36,925	37,800
Operating lease liabilities, non-current	37,886	39,377
Tax receivable agreement liability	134,118	128,567
Warrant liability	45,679	27,460
Other long-term liabilities	1,627	0
Total liabilities	256,235	233,204
Commitments and contingencies (Note 3)
Stockholders’ equity/Members’ equity
Preferred Stock - $0.0001 par value; 75,000,000 shares authorized; no shares issued and outstanding at March 31, 2022 and December 31, 2021	0	0
Additional paid-in capital	43,970	2,173
Retained earnings	47,476	61,369
Total WM Technology, Inc. stockholders’ equity	91,460	63,556
Noncontrolling interests	57,511	68,384
Total equity	148,971	131,940
Total liabilities and stockholders’ equity/members’ equity	405,206	365,144
Class A Common Stock
Stockholders’ equity/Members’ equity
Common Stock	8	7
Class V Common Stock
Stockholders’ equity/Members’ equity
Common Stock	$ 6	$ 7

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	75,000,000	75,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Class A Common Stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	1,500,000,000	1,500,000,000
Common stock, shares issued (in shares)	83,098,990	65,677,361
Common stock, shares outstanding (in shares)	83,098,990	65,677,361
Class V Common Stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	500,000,000	500,000,000
Common stock, shares issued (in shares)	61,206,773	65,502,347
Common stock, shares outstanding (in shares)	61,206,773	65,502,347

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Revenues	$ 57,452	$ 41,154
Operating expenses
Cost of revenues	3,740	1,857
Sales and marketing	21,882	9,117
Product development	13,090	7,868
General and administrative	29,055	13,366
Depreciation and amortization	3,945	1,002
Total operating expenses	71,712	33,210
Operating (loss) income	(14,260)	7,944
Other income (expenses)
Change in fair value of warrant liability	(18,219)	0
Other (expense) income, net	(502)	28
(Loss) income before income taxes	(32,981)	7,972
(Benefit from) provision for income taxes	(1,748)	241
Net (loss) income	(31,233)	7,731
Net loss attributable to noncontrolling interests	(17,340)	0
Net (loss) income attributable to WM Technology, Inc.	$ (13,893)	$ 7,731
Class A Common Stock
Other income (expenses)
Basic loss per share - Class A (in dollars per share)	$ (0.19)
Diluted loss per share - Class A (in dollars per share)	$ (0.19)
Weighted average basic shares outstanding - Class A (in shares)	72,450,204
Weighted average diluted shares outstanding - Class A (in shares)	72,450,204

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands	Total	Class A Units	Class P Units	Class A	Class V	Total WM Technology, Inc. Stockholders’ Equity	Total WM Technology, Inc. Stockholders’ Equity Class A Units	Total WM Technology, Inc. Stockholders’ Equity Class P Units	Common Stock Class A	Common Stock Class A Class A Units	Common Stock Class A Class P Units	Common Stock Class V	Common Stock Class V Class A Units	Additional Paid-in Capital	Additional Paid-in Capital Class A Units	Additional Paid-in Capital Class P Units	Retained Earnings	Non-controlling Interests	Non-controlling Interests Class A Units	Non-controlling Interests Class P Units	Members’ Equity
Balance (in shares) at Dec. 31, 2020									0			0
Balance at Dec. 31, 2020						$ 0			$ 0			$ 0		$ 0			$ 0	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock for acquisition (Note 6)	$ 0
Net (loss) income	7,731
Balance (in shares) at Mar. 31, 2021									0			0
Balance at Mar. 31, 2021						0			$ 0			$ 0		0			0	0
Members' Equity at Dec. 31, 2020	29,271
Members' Equity [Abstract]
Distributions to members	(10,513)																				$ (10,513)
Repurchase of Class B Units	(106)																				(106)
Net loss	7,731																				$ 7,731
Members' Equity at Mar. 31, 2021	26,383
Balance (in shares) at Dec. 31, 2021				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
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	7,927					7,246								7,246				681
Issuance of common stock - vesting of restricted stock units, net of shares withheld for taxes (in shares)									879,284
Issuance of common stock - vesting of restricted stock units, net of shares withheld for taxes	(13)					(6)								(6)				(7)
Issuance of common stock for acquisitions (Note 6) (in shares)									4,721,706
Issuance of common stock for acquisition (Note 6)	28,725					12,836								12,836				15,889
Issuance of common stock Unit exchange (in shares)										4,295,574	7,525,045		4,295,574
Issuance of common stock Unit exchange		$ 0	$ 0				$ 3,669	$ 6,427		$ 1			$ (1)		$ 3,669	$ 6,427			$ (3,669)	$ (6,427)
Impact of Tax Receivable Agreement due to exchanges of Units	11,625					11,625								11,625
Issuance of common stock - warrants exercised (in shares)									20
Issuance of common stock - warrants exercised	0					0
Net (loss) income	(31,233)					(13,893)											(13,893)	(17,340)
Balance (in shares) at Mar. 31, 2022				83,098,990	61,206,773				83,098,990			61,206,773
Balance at Mar. 31, 2022	148,971					$ 91,460			$ 8			$ 6		$ 43,970			$ 47,476	$ 57,511
Members' Equity [Abstract]
Net loss	$ (13,893)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities
Net (loss) income	$ (31,233)	$ 7,731
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization	3,945	1,002
Change in fair value of warrant liability	18,219	0
Stock-based compensation	7,517	0
Deferred income taxes	(1,748)	0
Provision for doubtful accounts	2,759	115
Changes in operating assets and liabilities:
Accounts receivable	(7,802)	1,760
Prepaid expenses and other assets	1,617	(2,524)
Accounts payable and accrued expenses	(11)	1,578
Deferred revenue	(256)	925
Net cash (used in) provided by operating activities	(6,993)	10,587
Cash flows from investing activities
Purchases of property and equipment	(4,201)	(283)
Cash paid for acquisitions, net of cash acquired	(713)	0
Net cash used in investing activities	(4,914)	(283)
Cash flows from financing activities
Taxes paid related to net share settlement of equity awards	13	0
Distributions to members	0	(10,513)
Repurchase of Class B Units	0	(106)
Net cash used in financing activities	(13)	(10,619)
Net decrease in cash	(11,920)	(315)
Cash – beginning of period	67,777	19,919
Cash – end of period	55,857	19,604
Supplemental disclosures of noncash activities
Issuance of equity for acquisitions	28,725	0
Holdback liability recognized in connection with acquisition	98	0
Accrued liabilities assumed in connection with acquisition	586	0
Stock-based compensation capitalized for software development	$ 410	$ 0

Business and Organization	3 Months Ended
Business and Organization	Mar. 31, 2022
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, delivery services and brands in the United States state-legal and Canadian cannabis markets. The Company’s business primarily 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 the Company’s 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 Exchange products, where available. The Company charges a monthly fee to clients for access to its WM Business subscription package and then offers other add-on products for additional fees, including its featured listings and its Sprout (customer relationship management), Cannveya (delivery and logistics software) and Enlighten (software, digital signage services and multi-media offerings) 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”).

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

The summary of significant accounting policies presented below is designed to assist in understanding the Company’s condensed consolidated financial statements. Such condensed 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 condensed consolidated financial statements.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and Article 10-1 of Regulation S-X. Accordingly, certain information and footnotes required by GAAP in annual financial statements have been omitted or condensed and these interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 25, 2022. The condensed financial statements of the Company include all adjustments of a normal recurring nature which, in the opinion of management, are necessary for a fair statement of the Company’s financial position as of March 31, 2022, and results of its operations and its cash flows for the interim periods presented. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the entire year. There have been no significant changes in the Company’s accounting policies from those described in the Company’s audited consolidated financial statements and the related notes to those 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 quarterly 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 condensed 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 the three months ended March 31, 2022 and 2021.

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 interim condensed 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, the majority of U.S. states permit medical cannabis, and several permit adult- use. However, under federal law, cannabis, other than hemp (defined by the U.S. government as Cannabis sativa L. with a THC concentration of not more than 0.3% on a dry weight basis), is still a Schedule I controlled substance under the Controlled Substances Act (“CSA”). Even in states or territories that have legalized cannabis to some extent, the cultivation, possession, and sale of cannabis all violate the CSA and are punishable by imprisonment, substantial fines, and forfeiture. Moreover, individuals and entities may violate federal law if they aid and abet another in violating the CSA, or conspire with another to violate the law, and violating the CSA is a predicate for certain other crimes, including money laundering laws and the Racketeer Influenced and Corrupt Organizations Act. If any of the states that permit use of cannabis were to change their laws or the federal government was to actively enforce the CSA or other laws related to the federal prohibition on cannabis, 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.

The Company measures credit losses on its trade accounts receivable using the current expected credit loss model under ASC 326 Financial Instruments – Credit Losses, which is based on the expected losses rather than incurred losses. Under the

credit loss model, lifetime expected credit losses are measured and recognized at each reporting date based on historical, current and forecast information.

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.

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 $7.2 million and $5.2 million as of March 31, 2022 and December 31, 2021, respectively.

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


	Three Months Ended March 31,
	2022		2021
Allowance, beginning of year	$	5,169	$	914
Addition to allowance	2,759		115
Write-off, net of recoveries	(686)		(354)
Allowance, end of period	$	7,242	$	675

Investments in Equity Securities

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 of March 31, 2022 and 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 condensed 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 condensed consolidated statements of operations.

Capitalized website and internal-use software development costs are included in property and equipment in the accompanying condensed consolidated 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

The Company classifies 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.

Total lease costs for the three months ended March 31, 2022 and 2021 were $2.5 million and $2.9 million, respectively.

Warrant Liability

The Company assumed 12,499,993 public warrants originally issued in the initial public offering of Silver Spike (the “Public Warrants”) and 7,000,000 Private Placement Warrants that were originally issued in a private placement by Silver Spike (the “Private Placement Warrants” and together with the Public Warrants, 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. As of March 31, 2022, 12,499,973 Public Warrants and 7,000,000 Private Placement Warrants remained outstanding. 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 condensed 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 condensed 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. The Company excludes sales taxes and other similar taxes from the measurement of the transaction price.

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. 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, 2021 of $8.1 million was fully recognized in the first quarter of fiscal year 2022, and the deferred revenue balance as of March 31, 2022 of $7.9 million 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.

All revenues during the periods presented were recognized over time, as opposed to at a point in time. All revenue has been generated in the United States during the periods presented.

Cost of Revenue

The Company’s cost of revenue primarily consists of web hosting, internet service costs, credit card processing costs and inventory costs related to multi-media offerings.

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 $4.9 million and $3.0 million for the three months ended March 31, 2022 and 2021, respectively, and are included in sales and marketing expense in the accompanying condensed 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. 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. 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 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.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes under ASC 740 - Income Taxes. Under the guidance, deferred tax assets and liabilities are recognized for the future tax consequences of (i) temporary differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and (ii) operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are based on enacted tax rates applicable to the future period when those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period the rate change is enacted. A valuation allowance is provided for deferred tax assets when it is more-likely-than-not the deferred tax assets will not be realized.

The tax provision for interim periods is determined using an estimate of the Company’s annual effective tax rate, adjusted for discrete items, if any, that arise during the period. Each quarter, the Company updates its estimate of its annual effective tax rate, and if the estimated annual effective tax rate changes, the Company makes a cumulative adjustment in such period. The quarterly tax provision, and estimate of the Company’s annual effective tax rate, is subject to variation due to several factors, including variability in pre-tax income (or loss), revaluations of the warrant liability, changes in flow-through income not subject to tax and tax law developments.

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 of January 1 to June 16, 2021 as this period was prior to 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. following the Business Combination, on a pro rata basis. 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 LLC following the Business Combination. The Company is also subject to taxes in foreign jurisdictions.

For the three months ended March 31, 2022, the Company recorded an income tax benefit of $1.7 million and for the three months ended March 31, 2021 an income tax provision of $0.2 million was recorded. The income tax benefit for the first quarter of 2022 was the result of the tax benefit of the Company’s pro rata share of losses and tax credits flowing through from WM Holding LLC. The provision for income taxes during the first quarter of 2021 was the result of an audit performed by the Canada Revenue Agency on prior years income taxes paid by the Company’s subsidiary, WM Canada Holdings, Inc. The effective tax rates differ from the federal statutory rate of 21% primarily due to the impact of warrant valuations, non-controlling interests represented by the portion of the flow-through income not subject to tax, permanent stock-based compensation and state taxes.

During the period ended March 31, 2022, the Company acquired additional interest in WM Holding Company LLC (“LLC Interests”) in connection with the exchange of LLC Interests, and activity relating to its stock compensation plan. The Company recognized a deferred tax asset in the amount of $17.2 million associated with the basis difference in its investment in WM Holding Company LLC upon acquisition of these LLC Interests, some of which are related to the additional tax basis increases generated from expected future payments under the Tax Receivable Agreement (“TRA”), some of which are partially offset by the TRA liability amount of $5.6 million, and these amounts were recorded through equity.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company does not believe it has any uncertain income tax positions that are more-likely-than-not to materially affect its condensed consolidated financial statements.

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. See Note 12 for additional information on dilutive securities.

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 condensed 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.

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

In October 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). The amendments in ASU 2021-08 require that an entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts from Customers (“ASC 606”). At the acquisition date, an acquirer should account for the related revenue contracts in accordance with ASC 606 as if it had originated the contracts. To achieve this, an acquirer may assess how the acquiree applied ASC 606 to determine what to record for the acquired revenue contracts. Generally, this should result in an acquirer recognizing and measuring the acquired contract assets and contract liabilities consistent with how they were recognized and measured in the acquiree’s financial statements (if the acquiree financial statements were prepared in accordance with generally accepted accounting principles). For public business entities, the amendments in ASU 2021-08 are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption of ASU 2021-08 is permitted, including adoption in an interim period. An entity that early adopts in an interim period should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. The Company adopted this new guidance as of January 1, 2022. The adoption did not have a material impact on the Company’s condensed consolidated financial statements.

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2022
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.

Fair Value Measurements

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value (in thousands):


	Level	March 31, 2022		December 31, 2021
Liabilities:
Warrant liability – Public Warrants	1	$	27,500	$	16,750
Warrant liability – Private Placement Warrants	3	18,179		10,710
Total warrant liability		$	45,679	$	27,460

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


	Three months ended March 31, 2022
	Public Warrants		Private Placement Warrants		Warrant Liabilities
Fair value, beginning of period	$	16,750	$	10,710	$	27,460

Change in valuation inputs or other assumptions	10,750		7,469		18,219
Fair value, end of period	$	27,500	$	18,179	$	45,679

Public Warrants

The Company determined the fair value of 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 $27.5 million and $16.8 million as of March 31, 2022 and December 31, 2021, respectively.

Private Placement Warrants

The estimated fair value of the Private Placement 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:


	March 31, 2022			December 31, 2021
Exercise price	$	11.50		$	11.50
Stock price	$	7.82		$	5.98
Volatility	53.0		%	52.4		%
Term (years)	4.21			4.46
Risk-free interest rate	2.43		%	1.18		%

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 $18.2 million and $10.7 million as of March 31, 2022 and December 31, 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 condensed 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 condensed 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

Business Combination	3 Months Ended
Business Combination	Mar. 31, 2022
Reverse Recapitalization [Abstract]
Business Combination	Business Combination As previously 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.

Acquisitions

3 Months Ended

Mar. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Acquisitions

Eyechronic

On January 14, 2022, the Company acquired all the equity interests of Eyechronic LLC (“Eyechronic”) d/b/a Enlighten, a Delaware limited liability company and a provider of software, digital signage services and multi-media offerings to dispensaries and brands, for total consideration of approximately $29.4 million. The Company accounted for the Eyechronic acquisition as an acquisition of a business under ASC 805.

The acquired assets of Eyechronic 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)	$	697
Share consideration (2)	28,725
Total consideration	$	29,422

____________________________________

(1)Includes $0.2 million settlement of pre-existing accounts payable with seller and holdback of $0.1 million recorded within other liabilities on the Company’s condensed consolidated balance sheets.

(2)The fair value of share consideration was calculated based on 5,399,553 shares of Class A common stock multiplied by the share price on the closing date of $5.32. This includes 677,847 of holdback shares to be issued subject to customary indemnification obligations.


Estimated Assets Acquired and Liabilities Assumed:
Assets acquired:
Cash	$	118
Accounts receivable	835
Other current assets	37
Fixed assets	2,826
Software technology	1,877
Trade name	109
Customer relationships	3,779
Goodwill	20,427
Total assets acquired	30,008

Liabilities assumed:
Accounts payable	$	(460)
Other current liabilities	(8)
Deferred revenue	(96)
Other liabilities	(22)
Total liabilities assumed	(586)

Total net assets acquired	$	29,422

During the three months ended March 31, 2022, the Company incurred transaction expenses associated with the Eyechronic acquisition of $0.1 million, which is included in general and administrative expenses in the condensed consolidated statements of operations.

The revenue and operating loss from Eyechronic included the Company’s condensed consolidated statements of operations for the period from January 14, 2022 (acquisition date) through March 31, 2022 were $0.8 million and $0.4 million respectively. 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.

For acquisitions, 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 are 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 the acquired entity’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 are 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.

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 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:
Assets 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.

The revenue and operating loss from Sprout included the Company’s condensed consolidated statements of operations for the three months ended March 31, 2022 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- Business Combinations.

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 condensed 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.

The revenue and operating loss from TLH included the Company’s condensed consolidated statements of operations for the three months ended March 31, 2022 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.

over time. The fair value of the customer relationships are 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.

Goodwill and Intangible Assets

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

A summary of changes in goodwill for the three months ended March 31, 2022 is as follows (in thousands):


	Goodwill
Balance at December 31, 2021	$	45,295
Acquisition of Eyechronic	20,427
Balance at March 31, 2022	$	65,722

Intangible assets consisted of the following as of March 31, 2022 and December 31, 2021 (in thousands):


	March 31, 2022
	Weighted Average Amortization Period (Years)	Gross Intangible Assets		Accumulated Amortization		Net Intangible Assets
Trade and domain names	14.4	$	7,641	$	(4,239)	$	3,402
Software technology	6.7	8,568		(3,487)		5,081
Customer relationships	6.7	5,359		(354)		5,005
Total intangible assets	9.4	$	21,568	$	(8,080)	$	13,488


	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

Amortization expense for intangible assets was $0.6 million and $0.2 million during the three months ended March 31, 2022 and 2021, respectively.

The estimated future amortization expense of intangible assets as of March 31, 2022 is as follows (in thousands):



Remaining period in 2022 (nine months)	$	2,418
Year ended December 31, 2023	2,599
Year ended December 31, 2024	2,365
Year ended December 31, 2025	2,034
Year ended December 31, 2026	1,787
Thereafter	2,285
	$	13,488

Accounts Payable and Accrued Expenses

3 Months Ended

Mar. 31, 2022

Payables and Accruals [Abstract]

Accounts Payable and Accrued Expenses

Accounts payable and accrued liabilities as of March 31, 2022 and December 31, 2021 consisted of the following (in thousands):


	March 31, 2022		December 31, 2021
Accounts payable	$	6,378	$	4,298
Accrued employee expenses	9,965		10,088
Other accrued liabilities	6,012		8,769
	$	22,355	$	23,155

Warrant Liability	3 Months Ended
Warrant Liability	Mar. 31, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Warrant Liability	Warrant Liability At March 31, 2022, there were 12,499,973 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 March 31, 2022, resulting in a non-cash loss of $18.2 million in the condensed consolidated statements of operations for the three months ended March 31, 2022

Equity	3 Months Ended
Equity	Mar. 31, 2022
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 March 31, 2022, 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 March 31, 2022, the noncontrolling interests owned 46.3% 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.

- 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
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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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
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-Topic 505
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Stock-based Compensation

3 Months Ended

Mar. 31, 2022

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 three months ended March 31, 2022 is as follows:


						Number of Units
Outstanding Class P Units, December 31, 2021						25,660,529
Cancellations						(27,891)
Exchanged for Class A Common Stock						(9,383,608)
Outstanding, Class P Units, March 31, 2022						16,249,030
Vested, March 31, 2022						14,702,575

As of March 31, 2022, unrecognized stock-based compensation expense for non-vested Class P Units was $3.5 million, which is expected to be recognized over a weighted-average period of 1.9 years. For the three months ended March 31, 2022, the Company recorded stock-based compensation expense for the Class P Units of $0.7 million.

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 March 31, 2022, 25,768,971 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 March 31, 2022, 12,213,211 shares of Class A Common Stock are available for future issuance.

A summary of the restricted stock unit (“RSU”) activity for the three months ended March 31, 2022 is as follows:


	Number of RSUs	Weighted-average Grant Date Fair Value
Non-vested at December 31, 2021	5,829,881	$	10.91
Granted	5,062,234	$	5.80
Vested	(319,588)	$	9.06
Forfeited	(342,681)	$	12.78
Non-vested at March 31, 2022	10,229,846	$	8.38

As of March 31, 2022, unrecognized stock-based compensation expense for non-vested RSUs was $80.1 million, which is expected to be recognized over a weighted-average period of 3.3 years. For the three months ended March 31, 2022, the Company recorded stock-based compensation expense for the RSUs of $5.0 million.

The Company grants performance-based restricted stock units (“PRSUs”) 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 PRSUs 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 PRSU activity for the three months ended March 31, 2022 is as follows:


	Number of PRSUs	Weighted-average Grant Date Fair Value
Non-vested at December 31, 2021	2,437,500	$	6.40
Granted	—	$	—
Vested	—	$	—
Forfeited	—	$	—
Non-vested at March 31, 2022	2,437,500	$	6.40

As of March 31, 2022, unrecognized stock-based compensation expense for non-vested PRSUs was $13.3 million, which is expected to be recognized over a weighted-average period of 1.8 years. For the three months ended March 31, 2022, the Company recorded stock-based compensation expense for the PRSUs of $1.9 million.

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


	Three Months Ended March 31, 2022
Sales and marketing	$	1,811
Product development	1,412
General and administrative	4,294
Total stock-based compensation expense	7,517
Amount capitalized to software development	410
Total stock-based compensation cost	$	7,927

Earnings Per Share

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Earnings Per Share

Earnings Per ShareBasic 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 condensed 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 computation of 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 three months ended March 31, 2022 (amounts in thousands, except for share and per share amounts):


	Three Months Ended March 31, 2022
Numerator:
Net loss	$	(31,233)

Less: net loss attributable to noncontrolling interests	(17,340)
Net loss attributable to WM Technology, Inc. - basic and diluted	$	(13,893)




Denominator:
Weighted average Class A Common Stock outstanding - basic and diluted	72,450,204






Net loss per share of Class A Common Stock:
Net loss per share of Class A Common Stock - basic and diluted	$	(0.19)

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:


						Three Months Ended March 31, 2022
Class A Units						61,206,773
Class P Units						16,249,030
RSUs						10,229,846
PRSUs						2,437,500
Public Warrants						12,499,973
Private Warrants						7,000,000
Acquisition holdback shares						677,847

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and Article 10-1 of Regulation S-X. Accordingly, certain information and footnotes required by GAAP in annual financial statements have been omitted or condensed and these interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 25, 2022. The condensed financial statements of the Company include all adjustments of a normal recurring nature which, in the opinion of management, are necessary for a fair statement of the Company’s financial position as of March 31, 2022, and results of its operations and its cash flows for the interim periods presented. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the entire year. There have been no significant changes in the Company’s accounting policies from those described in the Company’s audited consolidated financial statements and the related notes to those 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 quarterly 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 condensed 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 the three months ended March 31, 2022 and 2021.
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 interim condensed 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, the majority of U.S. states permit medical cannabis, and several permit adult- use. However, under federal law, cannabis, other than hemp (defined by the U.S. government as Cannabis sativa L. with a THC concentration of not more than 0.3% on a dry weight basis), is still a Schedule I controlled substance under the Controlled Substances Act (“CSA”). Even in states or territories that have legalized cannabis to some extent, the cultivation, possession, and sale of cannabis all violate the CSA and are punishable by imprisonment, substantial fines, and forfeiture. Moreover, individuals and entities may violate federal law if they aid and abet another in violating the CSA, or conspire with another to violate the law, and violating the CSA is a predicate for certain other crimes, including money laundering laws and the Racketeer Influenced and Corrupt Organizations Act. If any of the states that permit use of cannabis were to change their laws or the federal government was to actively enforce the CSA or other laws related to the federal prohibition on cannabis, 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. The Company measures credit losses on its trade accounts receivable using the current expected credit loss model under ASC 326 Financial Instruments – Credit Losses, which is based on the expected losses rather than incurred losses. Under the credit loss model, lifetime expected credit losses are measured and recognized at each reporting date based on historical, current and forecast information. 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. Account balances are written off against the allowance when it is determined that it is probable that the receivable will not be recovered.
Investments in Equity Securities	Investments in Equity Securities 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 of March 31, 2022 and 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 condensed 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 condensed consolidated statements of operations. Capitalized website and internal-use software development costs are included in property and equipment in the accompanying condensed consolidated 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 The Company classifies 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. Total lease costs for the three months ended March 31, 2022 and 2021 were $2.5 million and $2.9 million, respectively.
Warrant Liability	Warrant Liability The Company assumed 12,499,993 public warrants originally issued in the initial public offering of Silver Spike (the “Public Warrants”) and 7,000,000 Private Placement Warrants that were originally issued in a private placement by Silver Spike (the “Private Placement Warrants” and together with the Public Warrants, 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. As of March 31, 2022, 12,499,973 Public Warrants and 7,000,000 Private Placement Warrants remained outstanding. 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 condensed 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 condensed 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. The Company excludes sales taxes and other similar taxes from the measurement of the transaction price. 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. 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, 2021 of $8.1 million was fully recognized in the first quarter of fiscal year 2022, and the deferred revenue balance as of March 31, 2022 of $7.9 million 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. All revenues during the periods presented were recognized over time, as opposed to at a point in time. All revenue has been generated in the United States during the periods presented.
Cost of Revenue	Cost of Revenue The Company’s cost of revenue primarily consists of web hosting, internet service costs, credit card processing costs and inventory costs related to multi-media offerings.
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 $4.9 million and $3.0 million for the three months ended March 31, 2022 and 2021, respectively, and are included in sales and marketing expense in the accompanying condensed 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. 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. 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 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.
Income Taxes	Income Taxes The Company uses the asset and liability method of accounting for income taxes under ASC 740 - Income Taxes. Under the guidance, deferred tax assets and liabilities are recognized for the future tax consequences of (i) temporary differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and (ii) operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are based on enacted tax rates applicable to the future period when those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period the rate change is enacted. A valuation allowance is provided for deferred tax assets when it is more-likely-than-not the deferred tax assets will not be realized. The tax provision for interim periods is determined using an estimate of the Company’s annual effective tax rate, adjusted for discrete items, if any, that arise during the period. Each quarter, the Company updates its estimate of its annual effective tax rate, and if the estimated annual effective tax rate changes, the Company makes a cumulative adjustment in such period. The quarterly tax provision, and estimate of the Company’s annual effective tax rate, is subject to variation due to several factors, including variability in pre-tax income (or loss), revaluations of the warrant liability, changes in flow-through income not subject to tax and tax law developments. 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 of January 1 to June 16, 2021 as this period was prior to 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. following the Business Combination, on a pro rata basis. 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 LLC following the Business Combination. The Company is also subject to taxes in foreign jurisdictions. For the three months ended March 31, 2022, the Company recorded an income tax benefit of $1.7 million and for the three months ended March 31, 2021 an income tax provision of $0.2 million was recorded. The income tax benefit for the first quarter of 2022 was the result of the tax benefit of the Company’s pro rata share of losses and tax credits flowing through from WM Holding LLC. The provision for income taxes during the first quarter of 2021 was the result of an audit performed by the Canada Revenue Agency on prior years income taxes paid by the Company’s subsidiary, WM Canada Holdings, Inc. The effective tax rates differ from the federal statutory rate of 21% primarily due to the impact of warrant valuations, non-controlling interests represented by the portion of the flow-through income not subject to tax, permanent stock-based compensation and state taxes. During the period ended March 31, 2022, the Company acquired additional interest in WM Holding Company LLC (“LLC Interests”) in connection with the exchange of LLC Interests, and activity relating to its stock compensation plan. The Company recognized a deferred tax asset in the amount of $17.2 million associated with the basis difference in its investment in WM Holding Company LLC upon acquisition of these LLC Interests, some of which are related to the additional tax basis increases generated from expected future payments under the Tax Receivable Agreement (“TRA”), some of which are partially offset by the TRA liability amount of $5.6 million, and these amounts were recorded through equity. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company does not believe it has any uncertain income tax positions that are more-likely-than-not to materially affect its condensed consolidated financial statements.
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. See Note 12 for additional information on dilutive securities. 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 condensed 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.
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 October 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). The amendments in ASU 2021-08 require that an entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts from Customers (“ASC 606”). At the acquisition date, an acquirer should account for the related revenue contracts in accordance with ASC 606 as if it had originated the contracts. To achieve this, an acquirer may assess how the acquiree applied ASC 606 to determine what to record for the acquired revenue contracts. Generally, this should result in an acquirer recognizing and measuring the acquired contract assets and contract liabilities consistent with how they were recognized and measured in the acquiree’s financial statements (if the acquiree financial statements were prepared in accordance with generally accepted accounting principles). For public business entities, the amendments in ASU 2021-08 are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption of ASU 2021-08 is permitted, including adoption in an interim period. An entity that early adopts in an interim period should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. The Company adopted this new guidance as of January 1, 2022. The adoption did not have a material impact on the Company’s condensed consolidated financial statements.

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Schedule of Accounts Receivable, Allowance for Credit Loss

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


	Three Months Ended March 31,
	2022		2021
Allowance, beginning of year	$	5,169	$	914
Addition to allowance	2,759		115
Write-off, net of recoveries	(686)		(354)
Allowance, end of period	$	7,242	$	675

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Schedule of Fair Value Liabilities Measured on Recurring Basis


	Level	March 31, 2022		December 31, 2021
Liabilities:
Warrant liability – Public Warrants	1	$	27,500	$	16,750
Warrant liability – Private Placement Warrants	3	18,179		10,710
Total warrant liability		$	45,679	$	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):


	Three months ended March 31, 2022
	Public Warrants		Private Placement Warrants		Warrant Liabilities
Fair value, beginning of period	$	16,750	$	10,710	$	27,460

Change in valuation inputs or other assumptions	10,750		7,469		18,219
Fair value, end of period	$	27,500	$	18,179	$	45,679

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:


	March 31, 2022			December 31, 2021
Exercise price	$	11.50		$	11.50
Stock price	$	7.82		$	5.98
Volatility	53.0		%	52.4		%
Term (years)	4.21			4.46
Risk-free interest rate	2.43		%	1.18		%

Acquisitions (Tables)

3 Months Ended

Mar. 31, 2022

Business Combination and Asset Acquisition [Abstract]

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)	$	697
Share consideration (2)	28,725
Total consideration	$	29,422

____________________________________


Estimated Assets Acquired and Liabilities Assumed:
Assets acquired:
Cash	$	118
Accounts receivable	835
Other current assets	37
Fixed assets	2,826
Software technology	1,877
Trade name	109
Customer relationships	3,779
Goodwill	20,427
Total assets acquired	30,008

Liabilities assumed:
Accounts payable	$	(460)
Other current liabilities	(8)
Deferred revenue	(96)
Other liabilities	(22)
Total liabilities assumed	(586)

Total net assets acquired	$	29,422

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:
Assets 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 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 condensed consolidated balance sheets.

Goodwill and Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

A summary of changes in goodwill for the three months ended March 31, 2022 is as follows (in thousands):


	Goodwill
Balance at December 31, 2021	$	45,295
Acquisition of Eyechronic	20,427
Balance at March 31, 2022	$	65,722

Schedule of Finite-Lived Intangible Assets

Intangible assets consisted of the following as of March 31, 2022 and December 31, 2021 (in thousands):


	March 31, 2022
	Weighted Average Amortization Period (Years)	Gross Intangible Assets		Accumulated Amortization		Net Intangible Assets
Trade and domain names	14.4	$	7,641	$	(4,239)	$	3,402
Software technology	6.7	8,568		(3,487)		5,081
Customer relationships	6.7	5,359		(354)		5,005
Total intangible assets	9.4	$	21,568	$	(8,080)	$	13,488


	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

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

The estimated future amortization expense of intangible assets as of March 31, 2022 is as follows (in thousands):



Remaining period in 2022 (nine months)	$	2,418
Year ended December 31, 2023	2,599
Year ended December 31, 2024	2,365
Year ended December 31, 2025	2,034
Year ended December 31, 2026	1,787
Thereafter	2,285
	$	13,488

Accounts Payable and Accrued Expenses (Tables)

3 Months Ended

Mar. 31, 2022

Payables and Accruals [Abstract]

Schedule of Accounts Payable and Accrued Expenses

Accounts payable and accrued liabilities as of March 31, 2022 and December 31, 2021 consisted of the following (in thousands):


	March 31, 2022		December 31, 2021
Accounts payable	$	6,378	$	4,298
Accrued employee expenses	9,965		10,088
Other accrued liabilities	6,012		8,769
	$	22,355	$	23,155

Stock-based Compensation (Tables)

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Schedule of Class P Unit Activities

A summary of the Class P Unit activity for the three months ended March 31, 2022 is as follows:


						Number of Units
Outstanding Class P Units, December 31, 2021						25,660,529
Cancellations						(27,891)
Exchanged for Class A Common Stock						(9,383,608)
Outstanding, Class P Units, March 31, 2022						16,249,030
Vested, March 31, 2022						14,702,575

Schedule of Restricted Stock Units Activity

A summary of the restricted stock unit (“RSU”) activity for the three months ended March 31, 2022 is as follows:


	Number of RSUs	Weighted-average Grant Date Fair Value
Non-vested at December 31, 2021	5,829,881	$	10.91
Granted	5,062,234	$	5.80
Vested	(319,588)	$	9.06
Forfeited	(342,681)	$	12.78
Non-vested at March 31, 2022	10,229,846	$	8.38

Schedule of Performance Shares Activity

A summary of the PRSU activity for the three months ended March 31, 2022 is as follows:


	Number of PRSUs	Weighted-average Grant Date Fair Value
Non-vested at December 31, 2021	2,437,500	$	6.40
Granted	—	$	—
Vested	—	$	—
Forfeited	—	$	—
Non-vested at March 31, 2022	2,437,500	$	6.40

Schedule of Stock-based Payment Arrangement


	Three Months Ended March 31, 2022
Sales and marketing	$	1,811
Product development	1,412
General and administrative	4,294
Total stock-based compensation expense	7,517
Amount capitalized to software development	410
Total stock-based compensation cost	$	7,927

Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted


	Three Months Ended March 31, 2022
Numerator:
Net loss	$	(31,233)

Less: net loss attributable to noncontrolling interests	(17,340)
Net loss attributable to WM Technology, Inc. - basic and diluted	$	(13,893)




Denominator:
Weighted average Class A Common Stock outstanding - basic and diluted	72,450,204






Net loss per share of Class A Common Stock:
Net loss per share of Class A Common Stock - basic and diluted	$	(0.19)

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:


						Three Months Ended March 31, 2022
Class A Units						61,206,773
Class P Units						16,249,030
RSUs						10,229,846
PRSUs						2,437,500
Public Warrants						12,499,973
Private Warrants						7,000,000
Acquisition holdback shares						677,847

Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($) segment	Mar. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Accounting Policies [Line Items]
Allowance of bad debt	$ 7,242	$ 675	$ 5,169	$ 914
Equity securities without readily determinable fair value	$ 6,500		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	$ 7,900		$ 8,100
Advertising expense	4,900	3,000
Income tax expense (benefit)	1,748	(241)
Impact of Tax Receivable Agreement due to exchanges of Units	$ 11,625
Number of operating segments \| segment	1
Number of reportable segments \| segment	1
Lease, cost	$ 2,500	$ 2,900
Revenue recognized	7,900
Deferred Tax Assets
Accounting Policies [Line Items]
Impact of Tax Receivable Agreement due to exchanges of Units	17,200
Tax Receivable Liability
Accounting Policies [Line Items]
Impact of Tax Receivable Agreement due to exchanges of Units	$ 5,600
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%

Summary of Significant Accounting Policies - Accounts Receivable (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Allowance, beginning of year	$ 5,169	$ 914
Provision for doubtful accounts	2,759	115
Write-off, net of recoveries	(686)	(354)
Allowance, end of year	$ 7,242	$ 675

Summary of Significant Accounting Policies - Warrant Liabilities (Details) - $ / shares	Mar. 31, 2022	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)	12,499,973	12,499,993
Private Placement Warrant
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	7,000,000	7,000,000

Fair Value Measurements - Warrants (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Changes In Fair Value Of Warrant Liabilities [Roll Forward]
Fair value, beginning of period	$ 27,460
Change in valuation inputs or other assumptions	18,219	$ 0
Fair value, end of period	$ 45,679
Warrants
Changes In Fair Value Of Warrant Liabilities [Roll Forward]
Remaining maturity	5 years
Public Warrants
Changes In Fair Value Of Warrant Liabilities [Roll Forward]
Fair value, beginning of period	$ 16,750
Change in valuation inputs or other assumptions	10,750
Fair value, end of period	27,500
Private Placement Warrant
Changes In Fair Value Of Warrant Liabilities [Roll Forward]
Fair value, beginning of period	10,710
Change in valuation inputs or other assumptions	7,469
Fair value, end of period	18,179
Level 1 \| Public Warrants
Changes In Fair Value Of Warrant Liabilities [Roll Forward]
Fair value, beginning of period	16,800
Fair value, end of period	27,500
Level 3 \| Private Placement Warrant
Changes In Fair Value Of Warrant Liabilities [Roll Forward]
Fair value, beginning of period	10,700
Fair value, end of period	18,200
Recurring Basis
Changes In Fair Value Of Warrant Liabilities [Roll Forward]
Fair value, beginning of period	27,460
Fair value, end of period	45,679
Recurring Basis \| Level 1 \| Public Warrants
Changes In Fair Value Of Warrant Liabilities [Roll Forward]
Fair value, beginning of period	16,750
Fair value, end of period	27,500
Recurring Basis \| Level 3 \| Private Placement Warrant
Changes In Fair Value Of Warrant Liabilities [Roll Forward]
Fair value, beginning of period	10,710
Fair value, end of period	$ 18,179

Fair Value Measurements - Quantitative Information (Details) $ in Thousands	Mar. 31, 2022 USD ($) $ / shares	Dec. 31, 2021 USD ($)	Jun. 16, 2021 $ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liability	$ 45,679	$ 27,460
Private Placement Warrant
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liability	18,179	10,710
Level 3 \| Private Placement Warrant
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liability	$ 18,200	$ 10,700
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	7.82		5.98
Level 3 \| Private Placement Warrant \| Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.530		0.524
Level 3 \| Private Placement Warrant \| Term (years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, term	4 years 2 months 15 days		4 years 5 months 15 days
Level 3 \| Private Placement Warrant \| Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.0243		0.0118

Business Combination (Details) - USD ($) $ / shares in Units, $ in Thousands	Jun. 16, 2021	Mar. 31, 2022	Dec. 31, 2021
Schedule Of Reverse Recapitalization [Line Items]
Period of exchange agreement	180 days
Shares converted basis (in shares)	1
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)		83,098,990	65,677,361
Payment to continuing members as percent of amount of tax benefit		85.00%
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
Class V Common Stock
Schedule Of Reverse Recapitalization [Line Items]
Common stock, shares outstanding (in shares)		61,206,773	65,502,347
Shares of Class A Common Stock issued in the Business Combination (in shares)	65,502,347

Acquisitions - Enlighten (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Jan. 14, 2022	Mar. 31, 2022	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Consideration Transferred:
Holdback liability recognized in connection with acquisition			$ 98	$ 0
Assets acquired:
Goodwill		$ 65,722	65,722		$ 45,295
Liabilities assumed:
Revenues			57,452	41,154
Operating income (loss)			(14,260)	$ 7,944
Eyechronic LLC
Consideration Transferred:
Cash consideration	$ 697
Share consideration	28,725
Total consideration	29,422
Settlement of pre-existing accounts payable	200
Holdback liability recognized in connection with acquisition	$ 100
Share consideration (in shares)	5,399,553
Share price (in dollars per share)	$ 5.32
Share consideration, holdback (in shares)	677,847
Assets acquired:
Cash	$ 118
Accounts receivable	835
Other current assets	37
Fixed assets	2,826
Goodwill	20,427
Total assets acquired	30,008
Liabilities assumed:
Other liabilities	(22)
Total liabilities assumed	(586)
Transaction expenses		100	$ 100
Revenues		800
Operating income (loss)		$ (400)
Eyechronic LLC \| Software technology
Assets acquired:
Intangibles	1,877
Liabilities assumed:
Accounts payable	(460)
Total net assets acquired	29,422
Eyechronic LLC \| Trade name
Assets acquired:
Intangibles	109
Liabilities assumed:
Other current liabilities	(8)
Eyechronic LLC \| Customer relationships
Assets acquired:
Intangibles	3,779
Liabilities assumed:
Deferred revenue	$ (96)

Acquisitions - Sprout (Details) $ / shares in Units, $ in Thousands		3 Months Ended
	Sep. 03, 2021 USD ($) $ / shares shares	Mar. 31, 2022 USD ($) segment	Dec. 31, 2021 USD ($)
Assets acquired:
Goodwill		$ 65,722	$ 45,295
Liabilities assumed:
Number of operating segments \| segment		1
Sprout
Consideration Transferred:
Cash consideration	$ 12,000
Share consideration	19,186
Total consideration	31,186
Assets acquired:
Goodwill	26,686
Total assets acquired	31,286
Liabilities assumed:
Other current liabilities	(100)
Total net assets acquired	$ 31,186
Share consideration (in shares) \| shares	1,244,258
Share price (in dollars per share) \| $ / shares	$ 15.42
Sprout \| Software technology
Assets acquired:
Intangibles	$ 2,973
Sprout \| Trade name
Assets acquired:
Intangibles	217
Sprout \| Customer relationships
Assets acquired:
Intangibles	$ 1,410

Acquisitions - Transport Logistics Holding (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Sep. 29, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Estimated Assets Acquired:
Goodwill		$ 65,722		$ 45,295
Holdback liability recognized in connection with acquisition		$ 98	$ 0
TLH
Consideration Transferred:
Cash consideration	$ 5,000
Share consideration	10,126
Total consideration	15,126
Estimated Assets Acquired:
Goodwill	14,648
Total assets acquired	15,126
Holdback liability recognized in connection with acquisition	$ 1,000
Share consideration (in shares)	694,540
Share price (in dollars per share)	$ 14.58
TLH \| Software technology
Estimated Assets Acquired:
Intangibles	$ 249
TLH \| Trade name
Estimated Assets Acquired:
Intangibles	59
TLH \| Customer relationships
Estimated Assets Acquired:
Intangibles	$ 170

Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Changes in goodwill
Beginning balance	$ 45,295
Acquisition of Eyechronic	20,427
Ending balance	$ 65,722		$ 45,295
Total intangible assets
Weighted Average Amortization Period (Years)	9 years 4 months 24 days		10 years 4 months 24 days
Gross Intangible Assets	$ 21,568		$ 15,803
Accumulated Amortization	(8,080)		(7,504)
Net Intangible Assets	13,488		8,299
Amortization expense for intangible assets	600	$ 200
Estimated future amortization expense of intangible assets
Remaining period in 2022 (nine months)	2,418
Year ended December 31, 2023	2,599
Year ended December 31, 2024	2,365
Year ended December 31, 2025	2,034
Year ended December 31, 2026	1,787
Thereafter	2,285
Net Intangible Assets	$ 13,488		$ 8,299
Trade and domain names
Total intangible assets
Weighted Average Amortization Period (Years)	14 years 4 months 24 days		14 years 3 months 18 days
Gross Intangible Assets	$ 7,641		$ 7,532
Accumulated Amortization	(4,239)		(4,081)
Net Intangible Assets	3,402		3,451
Estimated future amortization expense of intangible assets
Net Intangible Assets	$ 3,402		$ 3,451
Software technology
Total intangible assets
Weighted Average Amortization Period (Years)	6 years 8 months 12 days		7 years 8 months 12 days
Gross Intangible Assets	$ 8,568		$ 6,691
Accumulated Amortization	(3,487)		(3,222)
Net Intangible Assets	5,081		3,469
Estimated future amortization expense of intangible assets
Net Intangible Assets	$ 5,081		$ 3,469
Customer relationships
Total intangible assets
Weighted Average Amortization Period (Years)	6 years 8 months 12 days		3 years 4 months 24 days
Gross Intangible Assets	$ 5,359		$ 1,580
Accumulated Amortization	(354)		(201)
Net Intangible Assets	5,005		1,379
Estimated future amortization expense of intangible assets
Net Intangible Assets	$ 5,005		$ 1,379

Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accounts payable	$ 6,378	$ 4,298
Accrued employee expenses	9,965	10,088
Other accrued liabilities	6,012	8,769
Accounts payable and accrued expenses	$ 22,355	$ 23,155

Warrant Liability (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Jul. 16, 2021	Mar. 31, 2022	Mar. 31, 2021	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		$ (18,219)	$ 0
Common Stock
Derivative [Line Items]
Stock price trigger (in dollars per share)	$ 18.00
Public Warrants
Derivative [Line Items]
Warrants outstanding (in shares)		12,499,973		12,499,993
Units issued (in shares)		12,500,000
Warrant redemption price (in dollars per share)	$ 0.01
Change in fair value of warrant liability		$ (10,750)
Private Placement Warrant
Derivative [Line Items]
Warrants outstanding (in shares)		7,000,000		7,000,000
Number of ordinary shares called by each warrant (in shares)		1
Warrants issued (in shares)		7,000,000
Limitation period to transfer, assign or sell warrants		30 days
Change in fair value of warrant liability		$ (7,469)
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

Equity (Details)	3 Months Ended
Equity (Details)	Mar. 31, 2022 vote shares	Dec. 31, 2021 shares	Jun. 15, 2021 shares
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)	75,000,000	75,000,000	75,000,000
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	46.30%
Class A Common Stock
Class of Stock [Line Items]
Votes per share \| vote	1
Class V Common Stock
Class of Stock [Line Items]
Votes per share \| vote	1

Stock-based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Jun. 16, 2021	Mar. 31, 2022	Mar. 31, 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		$ 7,517
Class P Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Nonvested award, cost not yet recognized		$ 3,500
Nonvested award, period for recognition		1 year 10 months 24 days
Share-based compensation expense		$ 700
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Nonvested award, cost not yet recognized		$ 80,100
Nonvested award, period for recognition		3 years 3 months 18 days
Share-based compensation expense		$ 5,000
Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Nonvested award, cost not yet recognized		13,300
Nonvested award, period for recognition			1 year 9 months 18 days
Share-based compensation expense		$ 1,900
Performance Shares \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Target award		0.00%
Performance Shares \| 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		$ 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		$ 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)		25,768,971
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)		12,213,211

Stock-based Compensation - Class P Units Activity (Details) - Class P Units - shares	6 Months Ended	9 Months Ended
	Jun. 15, 2021	Mar. 31, 2022
Number of Units
Outstanding beginning balance (in shares)	25,660,529
Cancellations (in shares)	(27,891)
Exchanged for Class A Common Stock (in shares)	(9,383,608)
Outstanding ending balance (in shares)	16,249,030
Vested (in shares)		14,702,575

Stock-based Compensation - Stock Units Activity (Details)	3 Months Ended
	Mar. 31, 2022 $ / shares shares
Restricted stock units
Number of RSUs
Beginning balance (in shares) \| shares	5,829,881
Granted (in shares) \| shares	5,062,234
Vested (in shares) \| shares	(319,588)
Forfeited (in shares) \| shares	(342,681)
Ending balance (in shares) \| shares	10,229,846
Weighted-average Grant Date Fair Value
Beginning balance (in dollars per share) \| $ / shares	$ 10.91
Granted (in dollars per share) \| $ / shares	5.80
Vested (in dollars per share) \| $ / shares	9.06
Forfeited (in dollars per share) \| $ / shares	12.78
Ending balance (in dollars per share) \| $ / shares	$ 8.38
Performance Shares
Number of RSUs
Beginning balance (in shares) \| shares	2,437,500
Granted (in shares) \| shares	0
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	$ 6.40
Granted (in dollars per share) \| $ / shares	0
Vested (in dollars per share) \| $ / shares	0
Forfeited (in dollars per share) \| $ / shares	0
Ending balance (in dollars per share) \| $ / shares	$ 6.40

Stock-based Compensation - Stock-Based Compensation Costs (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 7,517
Stock-based compensation capitalized for software development	410	$ 0
Total stock-based compensation cost	7,927
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	1,811
Product development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	1,412
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 4,294

Earnings Per Share - Computation (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Numerator:
Net (loss) income	$ (31,233)	$ 7,731
Less: net loss attributable to noncontrolling interests	(17,340)
Net loss attributable to WM Technology, Inc. - basic and diluted	$ (13,893)
Class A Common Stock
Denominator:
Weighted average common shares outstanding - basic (in shares)	72,450,204
Net loss per share of Class A Common Stock:
Basic loss per share - Class A (in dollars per share)	$ (0.19)
Diluted loss per share - Class A (in dollars per share)	$ (0.19)

Earnings Per Share - Dilutive Securities (Details) - shares	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	10,229,846
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number	10,229,846	5,829,881
Performance Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number	2,437,500	2,437,500
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)	61,206,773
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)	16,249,030
Public Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	12,499,973
Private Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	7,000,000
Acquisition holdback shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	677,847