Item 1.01. Entry into a Material Definitive Agreement.

Exchange Agreement

The Company, WMH LLC and the WMH LLC equity holders entered into an exchange agreement (the "Exchange Agreement") at the time of the Business Combination. The terms of the Exchange Agreement provide the WMH LLC equity 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 Class A Units (together with an equal number of shares of Class V common stock of the Company (the "Class V Common Stock" and together with the Class A Common Stock, the "Common Stock")) 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, and to exchange their vested 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 description of the Exchange Agreement is included in the Proxy Statement/Prospectus in the section entitled "The Business Combination-Related Agreements-Exchange Agreement" beginning on page 122 of the Proxy Statement/Prospectus.

The foregoing description of the Exchange Agreement is qualified in its entirety by the full text of the form of Exchange Agreement, a copy of which is attached hereto as Exhibit 4.4 and incorporated herein by reference.

Amended and Restated Registration Rights Agreement

In connection with the Closing, Silver Spike Sponsor, LLC ("Silver Spike Sponsor") and certain WMH LLC equity holders entered into an amended and restated registration rights agreement (the "Amended and Restated Registration Rights Agreement"). The terms of the Amended & Restated Registration Rights Agreement are described in the Proxy Statement/Prospectus in the section entitled "Business Combination-Related Agreements-Amended and Restated Registration Rights Agreement" beginning on page 123 of the Proxy Statement/Prospectus.

The foregoing description of the Amended and Restated Registration Rights Agreement is qualified in its entirety by the full text of the Amended and Restated Registration Rights Agreement, a copy of which is attached hereto as Exhibit 4.2 and incorporated herein by reference.

Tax Receivable Agreement

Upon the consummation of the Business Combination, the Company, the Holder Representative and the Class A Unit holders entered into the tax receivable agreement, (the "Tax Receivable Agreement"). The terms of the Tax Receivable Agreement are described in the Proxy Statement/Prospectus in the section entitled "Business Combination-Related Agreements- Tax Receivable Agreement" beginning on page 124 of the Proxy Statement/Prospectus.



                                       2

--------------------------------------------------------------------------------

The foregoing description of the Tax Receivable Agreement is qualified in its entirety by the full text of the Tax Receivable Agreement, a copy of which is attached hereto as Exhibit 4.5 and incorporated herein by reference.

Amended Operating Agreement

Concurrently with the Closing, the Legacy WMH operating agreement was amended and restated in its entirety to become the Fourth Amended and Restated Operating Agreement (the "Amended Operating Agreement"). The terms of the Amended Operating Agreement are described in the Proxy Statement/Prospectus in the section entitled "Business Combination-Related Agreements- Amended Operating . . .

Item 2.01. Completion of Acquisition or Disposition of Assets.

The disclosure set forth in the "Introductory Note" above is incorporated by reference into this Item 2.01.



                              FORM 10 INFORMATION

Prior to the Closing, the Company was a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) with no operations, formed as a vehicle to effect a business combination with one or more operating businesses. After the Closing, the Company became a holding company whose only assets consist of equity interests in WMH LLC. Item 2.01(f) of Form 8-K states that if the registrant was a shell company, as the Company was immediately before the Merger, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, the Company is providing below the information that would be included in a Form 10 if it were to file a Form 10. Please note that the information provided below relates to the combined company after the consummation of the Business Combination, unless otherwise specifically indicated or the context otherwise requires.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K and in documents incorporated herein by reference may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Exchange Act. The Company's forward-looking statements include, but are not limited to, statements regarding the Company's or its management team's expectations, hopes, beliefs, intentions or strategies regarding the future. Statements that are not historical facts. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this Current Report on Form 8-K and in documents incorporated herein are based on the Company's current expectations and beliefs concerning future developments and their potential effects on us taking into account information currently available to us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (many of which are difficult to predict and beyond the Company's control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.



                                       3

--------------------------------------------------------------------------------

As a result of a number of known and unknown risks and uncertainties, the Company's actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

? changes in domestic and foreign business, market, financial, political and

legal conditions;

? the Company's ability to recognize the anticipated benefits of the Business . . .

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure set forth in the "Introductory Note" above is incorporated by reference into this Item 3.02.

The securities issued in connection with the Business Combination Agreement and Subscription Agreements have not been registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

The issuance of Class A Common Stock upon automatic conversion of Class B ordinary shares at the Closing and the issuance of Class V Common Stock to WMH LLC equity holders have not been registered under the Securities Act in reliance on the exemption from registration provided by Rule 506(b) of Regulation D under the Securities Act.

Item 4.01 Changes in Registrant's Certifying Accountant.

On June 16, 2021, the Board approved the engagement of Baker Tilly US, LLP ("Baker Tilly") as the Company's independent registered public accounting firm to audit the Company's consolidated financial statements for the year ending December 31, 2021. Baker Tilly served as the independent registered public accounting firm of Legacy WMH prior to the Business Combination. Accordingly, Marcum LLP ("Marcum"), the Company's independent registered public accounting firm prior to the Business Combination, was informed on the Closing Date that it would be dismissed and replaced by Baker Tilly as the Company's independent registered public accounting firm.

Marcum's report on the Company's balance sheets as of December 31, 2020 and 2019, the related statements of operations, stockholders' equity and cash flows for the year ended December 31, 2020 and for the period from June 7, 2019 (inception) to December 31, 2019, and the related notes to the financial statements (collectively, the "financial statements") did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, except for the substantial doubt about the Company's ability to continue as a going concern.

During the period from June 7, 2019 (inception) to December 31, 2020 and the subsequent interim period through June 21, 2021, there were no: (i) disagreements with Marcum on any matter of accounting principles or practices, financial statement disclosures or audited scope or procedures, which disagreements if not resolved to Marcum's satisfaction would have caused Marcum to make reference to the subject matter of the disagreement in connection with its report or (ii) reportable events as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act.

During the period from June 7, 2019 (inception) to December 31, 2020, and the interim period through March 31, 2021, the Company did not consult Baker Tilly with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company's financial statements, and no written report or oral advice was provided to the Company by Baker Tilly that Baker Tilly concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is described in Item 304(a)(1)(iv) of Regulation S-K under the Exchange Act and the related instructions to Item 304 of Regulation S-K under the Exchange Act, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act.



                                       10

--------------------------------------------------------------------------------

The Company has provided Marcum with a copy of the disclosures made by the Company in response to this Item 4.01 and has requested that Marcum furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company in response to this Item 4.01 and, if not, stating the respects in which it does not agree. A letter from Marcum is attached hereto as Exhibit 16.1.

Item 5.01. Changes in Control of the Registrant.

The information set forth in the section entitled "Introductory Note" and in the section entitled "Security Ownership of Certain Beneficial Owners and Management" in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

As a result of the consummation of the Business Combination , a change of control of Silver Spike has occurred, and the stockholders of Silver Spike as of immediately prior to the Closing held 49.3% of the outstanding voting power and shares of Common Stock immediately following the Closing.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

The information set forth in the sections entitled "Directors and Executive Officers" and "Certain Relationships and Related Transactions" in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

WM Technology, Inc. 2021 Equity Incentive Plan

At the Second Special Meeting, the stockholders of the Company considered and approved the WM Technology, Inc. 2021 Equity Incentive Plan (the "2021 Plan"). The 2021 Plan was previously approved, subject to stockholder approval, by the board of directors of Silver Spike on December 9, 2020, and on the Closing Date, the Board ratified the approval of the 2021 Plan. The 2021 Plan became effective immediately upon the Closing.

A description of the 2021 Plan is included in the Proxy Statement/Prospectus in the section entitled "Proposal No. 11-The Equity Incentive Plan Proposal" beginning on page 174 of the Proxy Statement/Prospectus, which is incorporated herein by reference. The foregoing description of the 2021 Plan is qualified in its entirety by the full text of the 2021 Plan, which is attached hereto as Exhibit 10.7 and incorporated herein by reference.

WM Technology, Inc. 2021 Employee Stock Purchase Plan

At the Second Special Meeting, the stockholders of the Company considered and approved the WM Technology, Inc. 2021 Employee Stock Purchase Plan (the "2021 ESPP"). The 2021 ESPP was previously approved, subject to stockholder approval, by the board of directors of Silver Spike on December 9, 2020, and on the Closing Date, the Board ratified the approval of the 2021 ESPP. The 2021 ESPP became effective immediately upon the Closing.

A description of the 2021 ESPP is included in the Proxy Statement/Prospectus in the section entitled "Proposal No. 12-The Employee Stock Purchase Plan Proposal" beginning on page 180 of the Proxy Statement/Prospectus, which is incorporated herein by reference. The foregoing description of the 2021 ESPP is qualified in its entirety by the full text of the 2021 ESPP, which is attached hereto as Exhibit 10.8 and incorporated herein by reference.

Item 5.06. Change in Shell Company Status.

As a result of the Merger, which fulfilled the definition of a business combination as required by the Amended and Restated Certificate of Incorporation of the Company, as in effect immediately prior to the Closing, the Company ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the Closing. A description of the Business Combination and the terms of the Merger Agreement are included in the Proxy Statement/Prospectus in the section entitled "Proposal No. 1-The Business Combination Proposal" beginning on page 160 of the Proxy Statement/Prospectus, which is incorporated herein by reference.



                                       11

--------------------------------------------------------------------------------

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The unaudited condensed consolidated financial statements of Legacy WMH as of March 31, 2021 and for the three months ended March 31, 2021 and 2020 and the related notes are included in the Proxy Statement/Prospectus beginning on page F-18 of the Proxy Statement/Prospectus and are incorporated herein by reference.

The audited consolidated financial statements of WMH as of and for the year ended December 31, 2021 and December 31, 2020 and the related notes are included in the Proxy Statement/Prospectus beginning on page F-3 of the Proxy Statement/Prospectus and are incorporated herein by reference.

The unaudited condensed consolidated financial statements of Silver Spike as of March 31, 2021 and for the three months ended March 31, 2021 and 2010 and the related notes are included in the Proxy Statement/Prospectus beginning on page J-1 of the Proxy Statement/Prospectus and are incorporated herein by reference.

The audited consolidated financial statements of Silver Spike as of and for the year ended December 31, 2020 and December 31, 2021 and the related notes are included in the Proxy Statement/Prospectus beginning on page I-82 of the Proxy Statement/Prospectus and are incorporated herein by reference.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined financial information of the Company as of and for the three months ended March 31, 2021 and for the year ended December 31, 2021 is set forth in Exhibit 99.1 hereto and is incorporated herein by reference.



                                       12

--------------------------------------------------------------------------------


(d) Exhibits.



Exhibit No.    Description
  2.1+         Agreement and Plan of Merger, dated December 10, 2020, by and among
               Silver Spike, Merger Sub, WMH, and the Holder Representative named
               therein (incorporated by reference to Exhibit 2.1 to the Current
               Report on Form 8-K filed on December 10, 2020).
  3.1          Certificate of Incorporation of the Company, dated June 15, 2021.
  3.2          Amended and Restated Bylaws of the Company, dated June 16, 2021.
  4.1          Form of Common Stock Certificate of the Company.
  4.2          Form of Warrant Certificate of the Company.
  4.3          Warrant Agreement, dated August 7, 2019, between the Company and
               Continental Stock Transfer & Trust Company, as warrant agent
               (incorporated by reference to Exhibit 4.1 filed on Silver Spike's
               Current Report on Form 8-K, filed by the Company on August 12, 2019).
  10.1         Exchange Agreement, dated as of June 16, 2021, by and among the
               Company, Silver Spike Sponsor and the other parties thereto.
  10.2         Tax Receivable Agreement, dated as of June 16, 2021, by and among the
               Company and the other parties thereto.
  10.3         Fourth Amended and Restated Operating Agreement of WMH LLC.
  10.4         Form of Subscription Agreement (incorporated by reference to Exhibit
               10.1 to the Current Report on Form 8-K filed on December 10, 2020).
  10.5         Amended and Restated Registration Rights Agreement, dated as of June
               16, 2021, by and among the Company, Silver Spike Sponsor and the other
               parties thereto.
  10.6#        Form of Indemnification Agreement by and between the Company and its
               directors and officers.
  10.7#        WM Technology, Inc. 2021 Equity Incentive Plan.
  10.7(a)#     Form of Stock Option Grant Notice.
  10.7(b)#     Form of RSU Award Grant Notice.
  10.8#        WM Technology, Inc. 2021 Employee Stock Purchase Plan.
  10.9#        Offer letter by and between Ghost Management Group, LLC and
               Christopher Beals, dated July 31, 2015.
  10.10#       Offer letter by and between Ghost Management Group, LLC and Justin
               Dean, dated October 3, 2018.
  10.11#       Offer letter by and between Ghost Management Group, LLC and Steven
               Jung, dated May 17, 2017.
  10.12        Lease by and between the Irvine Company LLC and Ghost Media Group,
               LLC, dated November 11, 2013, as amended.
  10.13        First Amendment to Lease and Consent to Assignment by and between
               Discovery Business Center LLC, as successor-in-interest to the Irvine
               Company LLC, and Ghost Management Group, LLC, as successor-in-interest
               to Ghost Media Group, LLC, dated January 27, 2016.
  10.14        Second Amendment to Lease, by and between Discovery Business Center
               LLC and Ghost Management Group, LLC, dated April 7, 2017.
  10.15        Third Amendment to Lease, by and between Discovery Business Center LLC
               and Ghost Management Group, LLC, dated December 29, 2017.
  10.16        Fourth Amendment to Lease, by and between Discovery Business Center
               LLC and Ghost Management Group, LLC, dated May 3, 2018.
  10.17        Strategic Advisor Agreement, by and between the Company and Steven
               Jung, dated June 21, 2021.
  16.1         Letter from Marcum LLP to the SEC, dated June 21, 2021.
  21.1         List of Subsidiaries
  99.1         Unaudited pro forma condensed combined financial information of the
               Company as of and for the three months ended March 31, 2021 and for
               the year ended December 31, 2020.

--------------------------------------------------------------------------------

+ The schedules and exhibits to this agreement have been omitted pursuant to Item

601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will

be furnished to the SEC upon request.

# Indicates management contract or compensatory plan or arrangement.





                                       13

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses