WM Holding Company, LLC signed a definitive business combination agreement to acquire Silver Spike Acquisition Corp. (NasdaqCM:SSPK) from a group of sellers for $1.4 billion in a reverse merger transaction on December 10, 2020. The estimated post transaction equity value of the combined company is approximately $1.5 billion. Under the terms of transaction, Silver Spike will pay $300 of cash and remining from $1.3 billion will be paid in common stock at $10 each. WM Holding's executive officers will retain 100% of their equity in the combined company, which will have approximately $100 million of cash on hand after closing. In connection with the execution of the merger agreement, Silver Spike entered into subscription agreements with certain investors (the “PIPE Investors”) pursuant to which Silver Spike has agreed to issue and sell to the PIPE Investors, in the aggregate, $325 million of Silver Spike's Class A ordinary shares at a purchase price of $10 per share. Post completion of the acquisition, WMH equity holders are expected to continue to hold approximately 57.4% of the voting interest in New WMH. The current holders of Silver Spike ordinary shares are expected to own approximately 20.9% of New WMH's outstanding Class A common stock. WMH will be the surviving company. The combined company is expected to remain listed on the Nasdaq Stock Market and The continuing entity following the domestication will be named “WM Technology, Inc.” Christopher Beals WMH's Chief Executive Officer, will continue to lead as Chief Executive Officer and as a member of the board of directors of New WMH along with the existing management team. Justin Dean will serve as New WMH's Chief Technology Officer and Chief Information Officer. Steven Jung will join as President and Chief Operating Officer, Arden Lee as Chief Financial Officer. Silver Spike's Chief Executive Officer and Chairman, Scott Gordon, will join the combined company's Board of Directors upon completion of the transaction. The parties agreed to take all necessary action to cause the board of directors of the combined company as of immediately following the closing to consist of seven 7 directors, of whom two 2 individuals will be designated by Silver Spike (one of which must be selected from a list of prospective independent directors that is mutually agreed upon by Silver Spike and the other of which will be Scott Gordon), and of whom five 5 individuals will be designated by WMH i.e. Upon the closing, the size of our Board of Directors will be nine (9) directors, of whom Scott Gordon is designated by Silver Spike, and of whom Chris Beals, Justin Hartfield, Douglas Francis, Tony Aquila, Fiona Tan, Olga Gonzalez and Brenda Freeman are designated by WMH.

The transaction is subject to various conditions, including customary conditions of each party and the following mutual conditions of the parties unless waived: (i) The expiration of the waiting period under the HSR Act; (ii) the Class A common stock of the resulting issuer contemplated to be listed pursuant to the merger agreement shall have been listed on Nasdaq and shall be eligible for continued listing on Nasdaq immediately following the Closing; (iii) there will not be in force any applicable law or governmental order enjoining, prohibiting, making illegal, or preventing the consummation of the Merger; (iv) the approval of the Silver Spike shareholders shall have been obtained; (v) the approval of the WMH Equity Holders holding Class A units of WMH shall have been obtained; (vi) the registration statement on Form S-4 shall have become effective, no stop order shall have been issued by the U.S. Securities and Exchange Commission with respect to the registration statement and no action seeking such stop order shall have been threatened or initiated; (vii) Upon the Closing, after giving effect to the completion of any redemptions, Silver Spike having net tangible assets of at least $5,000,001 and the Domestication shall have been consummated. The transaction has been unanimously approved by the Boards of Directors of both WMH and Silver Spike. Silver Spike's board of directors recommended the shareholders to vote for the transaction. As of December 10, 2020, Silver Spike has made a proposal to amend its Articles to extend the date by which Silver Spike have to consummate a business combination from February 12, 2021 to July 10, 2021. As of January 15, 2021, FTC granted the early termination notice. On May 25, 2021, the registration statement was declared effective by the Securities and Exchange Commission. As on June 10, 2021, the parties entered into an amendment, pursuant to the which an amendment was made to change the Termination Date to July 10, 2021. As of June 10, 2021, the shareholders of Silver Spike approved the transaction. The transaction is expected to close in the first half of the year, likely in the second quarter of 2021. As of May 3, 2021, the transaction is expected to close before the end of the second calendar quarter of this year. As of June 11, 2021, the closing is expected to occur on June 15, 2021.

Rothschild & Co. is serving as exclusive financial and capital markets adviser and Eric Jensen and Garth Osterman of Cooley LLP is serving as legal advisors to WM Holding, LLC. Stifel, Nicolaus & Company, Incorporated and Piper Sandler & Co. are serving as joint placement agents and financial advisors and Derek Dostal, Lee Hochbaum, William A. Curran, Elina Khodorkovsky, Adam Kaminsky and Margaret E. Tahyar of Davis Polk & Wardwell LLP serving as legal advisors to Silver Spike. Matthew Dubeck of Gibson, Dunn & Crutcher LLP acted as the legal advisor to the founders of WM Holding. D.F. King & Co., Inc. acted as the information agent to Silver Spike and will receive a fee of $25,000 for the services rendered. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent of Silver Spike Acquisition. Matthew B. Dubeck and John M. Williams III of Gibson, Dunn & Crutcher LLP acted as legal advisors to WM Holding Company, LLC. Dentons Canada LLP is acting as legal advisor to WM Holding Company. Jonathan Dennis served as legal advisors to the founders of WM Holding.

WM Holding Company, LLC completed the acquisition of Silver Spike Acquisition Corp. (NasdaqCM:SSPK) from a group of sellers in a reverse merger transaction on June 16, 2021. The ticker symbol for the common stock of resulting issuer will change from “SSPK” to “MAPS” and will begin trading as such on the Nasdaq Stock Market on June 16, 2021. WMH's senior management team will continue to lead the now combined company, including Chris Beals (Chief Executive Officer), Arden Lee (Chief Financial Officer), Juanjo Feijoo (Chief Operating Officer and Chief Marketing Officer), Justin Dean (Chief Technology Officer and Chief Information Officer), and Brian Camire (General Counsel).