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Table of Contents
美国
证券交易委员会
华盛顿特区20549
_______________________________________________________________________________
表格 10-Q
_______________________________________________________________________________
☒根据1934年证券交易法第13或15(d)条款的季度报告。
截至2024年6月30日季度结束 2024年9月30日
或
☐根据1934年证券交易法第13或15(d)条款的过渡报告
转型期从____ 至____ 至____
委员会文件编号 001-39021
_______________________________________________________________________________
Wm 科技公司。
（依凭章程所载的完整登记名称）
_______________________________________________________________________________
特拉华州98-1605615
(成立地或组织其他管辖区)（联邦税号）
41 发现
艾尔文, 加利福尼亚州

92618
（总部地址）(邮递区号)
(844) 933-3627
(申报人电话号码，包括区号)
根据1973年证券交易法第12(b)条规定注册的证券：
每种类别的名称交易标的每个注册交易所的名称
每股面值为0.0001美元的A类普通股MAPS纳斯达克全球精选市场
每张认股权能以11.50美元的价格行使，兑换成一股A类普通股
MAPSW纳斯达克全球货币选择市场

☒ 是 ☐ 否
请以勾选方式指示登记者：(1) 是否在过去12个月内按照1934年证券交易法第13条或第15(d)条的规定提交了所有报告（或者对登记者要求提交此类报告的较短期间）？并且(2)过去90天内是否受到这些提交要求的约束。 Yes ☒ 否 ☐
请用勾选标示符号表示：是否在过去12个月（或对于注册人需要提交和发布此类文件的较短时间）内，根据Regulation S-t的第405条规定，已将每个互动式数据文件以电子方式提交并发布在其公司网站上（如有的话）。 Yes ☒ 否 ☐
请勾选相应的选项，指出公司是否属于大型加速递交人、加速递交人、非加速递交人、较小型报表公司或新兴成长公司。请参阅《交易所法》第120亿2条中「大型加速递交人」、「加速递交人」、「较小型报表公司」和「新兴成长公司」的定义。
大型加速归档人☐加速归档人☒
非加速归档人☐小型报告公司☒新兴成长型企业☐
如果一家新兴成长型企业，请打勾表示公司已选择不使用扩展过渡期以符合根据《交易所法案》第13(a)条所提供的任何新的或修订财务会计准则。 ☐
请用勾选表示，公司是否属于壳公司（如本法案第120亿2条所定义）。 是 ☐ 否 ☒
截至2024年11月4日， 97,376,026 现时该公司A类普通股流通数量为 55,486,361 V类普通股流通数量为

Table of Contents
Wm 科技公司。
目 录
页面
总合缩减 基本报表 （未经审计）
综合总帐账目表于2024年9月30日及2023年12月31日的基本报表
综合营运财务报表截至2024年9月30日及2023年，为期三个月和九个月的基本报表
综合权益财务报表y f截至2024年9月30日及2023年，为期三个月和九个月的基本报表
综合现金流量表 截至2024年9月30日及2023年，为期九个月的基本报表

Table of Contents

关于前瞻性声明的注意事项
此第10-Q表格季度报告中包含根据1933年证券法（修订）第27A条和1934年证券交易法（修订）第21E条的前瞻性声明，涉及我们及我们的行业的重大风险和不确定性。本报告中的所有非历史事实声明，包括有关我们未来业务业绩和财务状况、业务策略和计划以及管理层未来业务目标的声明，均属前瞻性声明。在某些情况下，前瞻性声明可能会透过“预期”、“相信”、“持续”、“可能”、“设计”、“估计”、“预期”、“打算”、“可能”、“计划”、“潜在地”、“预测”、“项目”、“应该”、“将”、“将会”、“将”等词语或其他类似表达方式加以识别。这些前瞻性声明包括但不限于有关以下事项的声明：
•我们的财务和业务表现，包括关键业务指标和其中的任何基本假设；
•我们的市场机遇和我们获得新客户以及保留现有客户的能力；
•我们对商业产品发布的期望和时机。
•我们的市场推广策略的成功；
•我们扩展业务和增加产品的能力；
•我们的竞争优势和增长策略;
•我们未来的资本需求以及现金的来源和用途；
•我们未来营运的筹资能力；
•内部控制中存在实质缺陷以及我们解决此类实质缺陷的能力对我们预期的时间安排产生的影响，或根本就无法解决；
•我们能否保持在纳斯达克股票交易所上市的能力；
•对我们声誉和投资者对我们的信恳智能所造成的影响，以及可能性增加的法律诉讼和监管调查；
•已知和未知诉讼和监管程序的结果；
•国内外业务、市场、金融、政治和法律条件的变化；
•宏观经济环境的影响，包括但不限于通胀、不确定的信贷和全球金融市场、最近和潜在的银行倒闭导致存款或贷款承诺受阻的干扰；最近和潜在的地缘政治事件，包括俄罗斯和乌克兰之间的军事冲突、以色列和哈马斯之间的战争状态以及相关的更大规模区域冲突的风险；以及灾难性事件的发生，包括但不限于严重天气、战争或恐怖袭击；
•未来全球货币、区域型或地方经济和市场条件对大麻股的影响；
•关于大麻行业板块的法律法规的制定、影响和实施，以及变化
•我们成功利用新兴和现有大麻股市场的能力，包括我们在这些市场中成功变现解决方案的能力；
•我们管理未来增长的能力；
•我们有效预测和应对终端用户市场变化的能力在大麻股行业中具有重要意义；
•我们能够及时开发新产品和解决方案，并将其推向市场，对我们的平台进行改进，并能够维护和发展我们的双边市场，包括我们获取和留住付费客户的能力;
•竞争对我们未来业务的影响;
•我们在留住或招聘，或对高级职员、关键员工或董事的变化要求方面的成功；
•网络攻击和安防-半导体漏洞；以及
•我们可能会受到其他经济、商业或竞争因素的不利影响；
您不应将前瞻性声明视为未来事件的预测。我们在此季度10-Q表格中包含的前瞻性声明主要基于我们对可能影响我们业务、财务控件和运营结果的未来事件和趋势的当前预期和预测。上述前瞻性声明中所描述事件的结果受“风险因素”一节中描述的风险、不确定性和其他因素的影响，并包含在我们于2023年12月31日结束的年度10-K表格的报告中，该报告于2024年5月24日提交给证券交易委员会。此外，我们在一个具有很强竞争性和快速变化的环境中运营。新的风险和不确定性

目录
不时会出现风险和不确定因素，我们无法预测所有可能影响本季度10-Q表格中前瞻性声明的风险和不确定因素。前瞻性声明中反映的结果、事件和情况可能无法实现或发生，实际结果、事件或情况可能与前瞻性声明中描述的有实质性差异。
此外，诸如“我们认为”及类似的表述反映了我们对相关主题的信念和观点。这些表述基于截至本季度10-Q表格报告日期时我们所掌握的信息。虽然我们认为这些信息为这些表述提供了合理的基础，但该信息可能是有限或不完整的。我们的表述不应被解读为我们对所有相关信息进行了全面的调查或审查。这些表述本质上是不确定的，投资者被警告不要过度依赖这些表述。
 

目录
第I部分-财务信息
项目1。财务报表
WM 科技股份有限公司和子公司
简明合并资产负债表
（未经审计）
(单位: 千, 除了股份数据)
2024年9月30日2023年12月31日
资产
流动资产
现金$45,043 $34,350 
应收账款，净额7,907 11,158 
预付费用及其他流动资产6,409 5,978 
总流动资产59,359 51,486 
物业和设备，净值24,876 24,255 
商誉68,368 68,368 
无形资产-净额2,091 2,507 
使用权资产15,513 15,629 
其他资产3,361 4,776 
总资产$173,568 $167,021 
负债和股东权益
流动负债
应付账款和应计费用$16,533 $21,182 
递延收入5,765 5,918 
经营租赁负债，流动4,088 6,493 
应税款项协议负债，流动1,396 122 
总流动负债27,782 33,715 
经营租赁负债，非流动26,912 26,550 
应税款项协议负债，非流动1,730 1,634 
认股权责任390 585 
其他长期负债1,764 1,386 
总负债58,578 63,870 
承诺和 contingencies
股东权益
优先股 - $0.0001 面值； 75,000,000 授权股份数; 没有 2024年9月30日和2023年12月31日发行和流通的股份
— — 
A类普通股 - $0.0001 面值； 1,500,000,000 批准的股份； 97,376,026 在2024年9月30日和发行的股票总数为 94,383,053截止2024年3月31日，已发行股票总数为56,637,473股
10 9 
V类普通股 - $0.0001 面值； 500,000,000 授权股数， 55,486,361 2024年9月30日和2023年12月31日发行和流通的股份
5 5 
追加实收资本88,762 80,884 
累积赤字(59,230)(64,518)
WM Technology，Inc. 股东权益合计29,547 16,380 
非控制权益85,443 86,771 
股东权益总额114,990 103,151 
总负债和股东权益$173,568 $167,021 

附带的说明是这些简明合并财务报表不可或缺的一部分。
3
目录
Wm 科技公司及其子公司
简明综合经营表
（未经审计）
(单位: 千, 除了股份数据)
截至9月30日的三个月截至9月30日的九个月
2024
2023
正如重述的那样1
2024
2023
正如重述的那样1
净收入$46,552 $46,687 $136,844 $141,526 
成本和开支
收入成本（不包括下文单独显示的折旧和摊销）2,182 3,015 6,729 9,748 
销售和营销9,671 11,544 30,374 36,171 
产品开发9,484 7,748 28,355 27,882 
一般和行政16,494 18,151 51,549 55,839 
折旧和摊销3,517 3,395 9,641 9,417 
资产减值费用— 8,382 — 8,382 
总成本和支出41,348 52,235 126,648 147,439 
营业收入（亏损）5,204 (5,548)10,196 (5,913)
其他收入（支出），净额
认股权证负债公允价值的变化585 (460)195 (780)
应收税协议负债的变化(548)(69)(1,486)(689)
其他收入（支出）98 3,565 (362)2,884 
所得税前收入（亏损）5,339 (2,512)8,543 (4,498)
所得税准备金21 — 72 — 
净收益（亏损）5,318 (2,512)8,471 (4,498)
归属于非控股权益的净收益（亏损）1,986 (974)3,183 (1,711)
归属于WM Technology, Inc.的净收益（亏损）$3,332 $(1,538)$5,288 $(2,787)
A 类普通股：
每股基本收益（亏损）$0.03 $(0.02)$0.06 $(0.03)
摊薄后每股收益（亏损）$0.03 $(0.02)$0.05 $(0.03)
A 类普通股：
已发行基本股的加权平均值97,166,788 93,651,871 95,743,064 92,947,191 
加权平均摊薄后已发行股数97,811,251 93,651,871 96,761,731 92,947,191 
___________________________
1. 截至2023年9月30日的三个月和九个月，净营业收入和一般行政费用已进行追溯调整，以反映先前报告的营业收入和信用损失重述。有关详细信息，请参阅附注2“重大会计政策摘要”。

附带的说明是这些简明合并财务报表不可或缺的一部分。
4
目录
Wm 科技公司及其子公司
压缩的合并股权声明
(未经审计)
(单位: 千, 除了股份数据)
2024年9月30日止的三个月和九个月
普通股
A类		普通股
V类
股本溢价
累计赤字Wm科技公司股东权益总额
非控股权益
总权益
股份面值股份面值
截至2023年12月31日
94,383,053$9 55,486,361$5 $80,884 $(64,518)$16,380 $86,771 $103,151 
基于股票的补偿—— — — 3,115 — 3,115 60 3,175 
普通股的发行 - 限制性股票单位的归属，扣除用于税收的股份628,941— — — (2)— (2)— (2)
分配—— — — — — — (1,455)(1,455)
普通股的发行 - P类单位交易所39,741— — — 59 — 59 (59)— 
净利润—— — — — 1,240 1,240 719 1,959 
截至2024年3月31日95,051,735$9 55,486,361$5 $84,056 $(63,278)$20,792 $86,036 $106,828 
基于股票的补偿—— — — 2,950 — 2,950 59 3,009 
普通股的发行 - 限制性股票单位的归属，扣除用于税收的股份1,896,5151 — — (1)— — — — 
分配—— — — — — — (1,845)(1,845)
净利润—— — — — 716 716 478 1,194 
截至2024年6月30日96,948,250$10 55,486,361$5 $87,005 $(62,562)$24,458 $84,728 $109,186 
基于股票的补偿—— — — 1,758 — 1,758 59 1,817 
普通股发行 - 限制性股票单位的归属，扣除用于缴税的股份427,776— — — (1)— (1)— (1)
分配—— — — — — — (1,330)(1,330)
净利润—— — — — 3,332 3,332 1,986 5,318 
截至2024年9月30日97,376,026$10 55,486,361$5 $88,762 $(59,230)$29,547 $85,443 $114,990 

附带的说明是这些简明合并财务报表不可或缺的一部分。

5
目录
Wm 科技公司及其子公司
压缩的合并股权声明
(未经审计)
(单位: 千, 除了股份数据)
2023年9月30日结束的三个月和九个月
普通股
A类		普通股
V类
股本溢价
留存收益总Wm 科技 公司股东权益
非控股权益
总权益
股份面值股份面值
截至2022年12月31日
92,062,468$9 55,486,361 $5 $67,986 $(54,620)$13,380 $101,397 $114,777 
基于股票的补偿—— — — 4,396 — 4,396 285 4,681 
普通股发行-限制性股票单位解锁，减去用于税款的股份475,510— — — — — — — — 
分配—— — — — — — (250)(250)
普通股发行-类P单位交换35,488— — — 62 — 62 (62)— 
净亏损—— — — — (2,475)(2,475)(1,494)(3,969)
截至2023年3月31日
92,573,466$9 55,486,361$5 $72,444 $(57,095)$15,363 $99,876 $115,239 
基于股票的补偿—— — — 3,908 — 3,908 97 4,005 
普通股发行-限制性股票单位解锁，减去用于税款的股份842,178— — — (1)— (1)— (1)
分配—— — — — — — (752)(752)
净收入—— — — — 1,226 1,226 757 1,983 
截至2023年6月30日93,415,644$9 55,486,361$5 $76,351 $(55,869)$20,496 $99,978 $120,474 
基于股票的补偿—— — — 2,587 — 2,587 75 2,662 
与先前收购相关的履行留存义务的解除—— — — (1,612)— (1,612)(1,995)(3,607)
发行普通股 - 受限股票单位的归属，减去用于缴纳税款的股份455,820— — — (4)— (4)— (4)
分配—— — — — — — (2,231)(2,231)
发行普通股 - P类单位交换9,666— — — 17 — 17 (17)— 
净亏损—— — — — (1,538)(1,538)(974)(2,512)
截至2023年9月30日93,881,130 $9 55,486,361 $5 $77,339 $(57,407)$19,946 $94,836 $114,782 

附带的说明是这些简明合并财务报表不可或缺的一部分。
6
目录
Wm 科技公司及其子公司
简明合并现金流量表
(未经审计)
(以千为单位)
截至9月30日的九个月
2024
2023
正如重述的那样1
经营活动产生的现金流
净收益（亏损）$8,471 $(4,498)
为将净收益（亏损）与经营活动提供的净现金进行对账而进行的调整：
折旧和摊销9,641 9,417 
认股权证负债公允价值的变化(195)780 
应收税协议负债的变化1,486 689 
使用权租赁资产的摊销3,284 3,666 
资产减值费用— 8,382 
基于股票的薪酬7,172 10,389 
终止租赁的收益
(109)— 
解除与先前收购相关的滞留义务
— (3,705)
信贷损失准备金（追回）
(295)(196)
运营资产和负债的变化：
应收账款3,546 5,320 
预付费用和其他流动资产(439)2,419 
其他资产1,029 21 
应付账款和应计费用(1,169)(15,439)
递延收入(153)(167)
经营租赁负债(4,994)(4,668)
经营活动提供的净现金27,275 12,410 
来自投资活动的现金流
资本化软件和支出(9,499)(8,870)
用于投资活动的净现金(9,499)(8,870)
来自融资活动的现金流量
还款保险费融资— (1,450)
分布(7,250)(3,233)
偿还关联方票据的收益286 286 
应收税款协议付款(116)— 
与股权奖励净股结算相关的已缴税款(3)(5)
用于融资活动的净现金(7,083)(4,402)
现金净增加（减少）10,693 (862)
现金 — 期初34,350 28,583 
现金 — 期末$45,043 $27,721 
___________________________
1. 截至2023年9月30日的九个月，根据先前报道的营业收入和信贷损失的重述，已经进行追溯调整，以反映资产账款减值准备金额和应收账款的变动。有关详细信息，请参阅第2条“重大会计政策摘要”。
附带的说明是这些简明合并财务报表不可或缺的一部分。

7
目录
Wm 科技公司及其子公司
简明合并现金流量表
(未经审计)
(以千为单位)
(续)
截至9月30日的九个月
20242023
非现金投资和融资活动的补充披露
资本化的软件开发股票薪酬$829 $959 
包含在应付账款和应计费用中的资本化资产$560 $663 
由于租赁修改而重新计量租赁负债和使用权资产$3,348 $— 
附带的说明是这些简明合并财务报表不可或缺的一部分。
8
目录
Wm 科技公司及其子公司
附注-简明合并财务报表注释
(未经审计)

1.    业务和组织
成立于2008年，总部位于加利福尼亚州尔湾，Wm Technology, Inc.（以下简称"公司"）运营着一个领先的在线大麻股市场，为消费提供服务，并提供一整套全面的电子商务和合规软件解决方案，出售给美国各州和地区合法大麻市场的零售商（包括实体店和配送运营商）及品牌。公司的全面双边市场结合了面向消费者和面向商业的产品套件，为所有规模的大麻股零售商和品牌提供集成工具，以合法运行其业务，并接触、转化和留住消费者。
公司的业务主要包括以商业驱动的市场（"Weedmaps"）以及一整套的端到端软件即服务（"SaaS"）解决方案（"Weedmaps for Business"）。Weedmaps市场为大麻股消费者提供有关大麻零售商和品牌的信息。此外，Weedmaps市场汇聚了来自各种来源的数据，包括零售商的pos解决方案，以便消费者能够通过公司的官网和移动应用按照品种、价格、大麻素和其他有关本地大麻产品的信息进行浏览。市场为消费者提供产品发现、获取优惠和折扣的机会，以及为消费者预留产品以便提货或由参与零售商送货（零售商在Weedmaps市场之外完成订单并处理付款，因为Weedmaps仅作为入口，将消费者的查询提供给药房）。市场还提供教育和课堂信息，以帮助新消费者了解要购买的产品类型。公司认为，其用户基础的规模、忠诚度和参与度，以及用户基础对大麻股的消费频率，使Weedmaps市场对其客户具有高度的价值。
Weedmaps为业务提供的saas-云计算服务是一套全面的电子商务和合规软件解决方案，专门针对大麻股零售商、配送服务和品牌，旨在简化前端和后端操作，并帮助管理合规需求。通过开发Weedmaps为业务，公司提供了一个端到端的平台，以便获得许可的大麻股零售商遵守州法律。法律。公司向店面、配送和品牌客户销售每月订阅服务，并向获得许可的客户提供增值和附加服务。公司还提供其他广告解决方案和Wm Dispatch服务，需额外收费。
Wm Technology, Inc. 最初于2019年6月7日在开曼群岛注册，名称为“Silver Spike Acquisition Corp”（“Silver Spike”）。Silver Spike成立的目的是为了与一家或多家企业进行合并、融合、股权交换、资产收购、股票购买、重组或类似的业务组合。2021年6月16日（“成交日期”），Silver Spike完成了业务组合（“业务组合”），依据2020年12月10日Silver Spike、Silver Spike Merger Sub LLC（一个特拉华州有限责任公司，Silver Spike Acquisition Corp.的全资直接子公司）、Wm Holding Company, LLC（一个特拉华州有限责任公司，在业务组合之前被称为“Legacy WMH”，在业务组合后被称为“WMH LLC”）以及Ghost Media Group, LLC（一个内华达州有限责任公司）之间的某项合并协议及计划。在成交日期，并且与业务组合的完成（“成交”）有关，Silver Spike进行了本土化，并继续作为特拉华州的公司，同时更名为Wm Technology, Inc.
Legacy WMH被重组为Up-C结构，其中几乎所有资产和业务由WMH LLC持有，并通过WMH LLC及其子公司继续运营，而Wm Technology, Inc.的主要资产是其间接持有的WMH LLC的股权。Legacy WMH被确定为业务组合中的会计取得方，该组合按照美国普遍接受的会计原则（“GAAP”）进行了作为倒合并的会计处理。
截至 2024年9月30日，公司累计亏损达到 $59.2 百万公司主要通过客户支付的服务费用和与首次公开募股及后续募股相关的普通股发行所得来资助其运营。截止到 2024年9月30日，公司有现金 $45.0 百万公司认为其现有的流动性来源将满足至少未来十二个月的运营资金和资本需求。
2.     重要会计政策摘要
呈现基础
所附的未经审计的简明合并基本报表是根据公认会计原则和证券交易委员会（“SEC”）关于10-Q表格季度报告的规则和规定编制的。
9
目录
Wm 科技公司及其子公司
附注-简明合并财务报表注释
(未经审计)
根据《S-X规章》第10-1条，按照GAAP要求的年度基本报表中某些信息和脚注已被省略或简化，这些中期基本报表应与公司截至2023年12月31日的年度报告(Form 10-k)中包含的经审计的合并基本报表及其注释一起阅读，该报告已于2024年5月24日提交给SEC。公司的合并基本报表包括管理层认为为公平表述公司截至2024年9月30日的财务状况及其经营结果和现金流所必需的所有正常经常性调整。某些前期金额已被重新分类，以符合当前期的呈现。在截至2024年9月30日的三个月和九个月的经营结果不一定代表全年预计的结果。公司的会计政策未发生重大变化，与公司经过审计的合并基本报表及相关注释中所述的一致。
合并原则
简明综合财务报表包括Wm Technology, Inc.和WMH LLC的账目，包括它们全部拥有或控股的子公司。按照GAAP的规定，所有重要的公司间账目和交易已经被清除。
重新报告2023年季度营业收入和信贷损失
在编制公司截至2023年12月31日的财政年度的合并财务报表时，公司发现 在2023年，该公司在收入确认方面的政策不足，这些收入与2023年以现金方式存入的特定客户的现金收款有关。对于这些客户，由于已确定存在重大收款风险，而且公司无法估计其应得对价的可收性，因此《会计准则编纂》（“ASC”）主题606禁止收入确认， “与客户签订合同的收入” 直到为所提供的服务筹集到现金为止。公司将这种情况下的客户称为以现金为基础的客户。如下文进一步讨论的那样，2023年，公司在2023年前三个季度的每个季度都错误地应用了这项政策，没有将现金收入用于先前的应收账款（通过信用损失追回），而是确认了现金收据的额外收入（在某些情况下）。
公司根据ASC 606对与客户的合同确认营业收入。营业收入标准的核心原则是，公司应当确认营业收入，以表明所承诺的商品或服务的转移，金额应反映公司预计因这些商品或服务应有的对价。一旦公司认为不再可能收回全部应得的对价，并因此不被允许确认营业收入，直到有可能确认其有权收取全部对价。因此，当识别出客户存在重大收款风险时，公司会全额计提所有未收账款的准备，并对这些应收款项记录信用损失。
最初，在客户支付或结清所有未清的应收账款余额之前，公司评估不太可能收取的合同的收入才予以确认。当事实或情况发生重大变化时，将重新评估可收款性。对收款能力的评估考虑了公司是否可以通过在客户拖欠的情况下停止转让额外服务的权利来限制其信用风险敞口。当仍向被确定存在重大收款风险的客户提供服务时，公司最初将收到的所有款项用作客户最早的发票。但是，如果公司在很长一段时间内继续向这些客户提供服务，现金收款情况已经稳定下来，并且其他因素表明这是适当的，则对现金收款进行评估，以确定是否应根据ASC 606将任何持续现金收入记作持续服务的可变对价，而不是收回信贷损失。 迄今为止，尚未确认任何重大变量对价，在应用下表所示的更正后，这些客户的所有现金收款均反映为信贷损失的追回。
由于现金应用与现金基础客户相关不一致，以及公司不认为自己将获得应得的回报时禁止确认营业收入，公司已确定对这些客户错误确认了收入，而应改为确认与这些现金收款相关的信贷损失回收。公司确定已错误地确认了这些客户的收入，而应该改为确认与这些现金收据相关的信贷损失回收。
所有所示的期间均已进行回顾性重新报表，以反映收入和营业费用变更的影响。对于任何已呈现的期间，营业利润（亏损）、净利润（亏损）、每股净收益（亏损）、经营活动提供的净现金和调整后的EBITDA没有受到影响。合并股东权益表不受此重新报表影响。
10
目录
Wm 科技公司及其子公司
附注-简明合并财务报表注释
(未经审计)
公司已对截至2023年9月30日的未经审计的简要合并运营报表进行了重述，具体如下（以千为单位）：
三个月已结束
2023 年 9 月 30 日		九个月已结束
2023 年 9 月 30 日
之前曾报道调整正如重述的那样之前曾报道调整正如重述的那样
净收入$47,725 $(1,038)$46,687 $146,584 $(5,058)$141,526 
一般和管理费用$19,189 $(1,038)$18,151 $60,897 $(5,058)$55,839 
总成本和支出$53,273 $(1,038)$52,235 $152,497 $(5,058)$147,439 
公司已重新披露截至2023年9月30日的未经审计的简明合并现金流量表如下（单位：千）:
九个月已结束
2023 年 9 月 30 日
之前曾报道调整正如重述的那样
为将净收益（亏损）与经营活动提供的净现金（用于）进行对账而进行的调整：
信贷损失准备金（追回）
$4,862 $(5,058)$(196)
运营资产和负债的变化：
应收账款$262 $5,058 $5,320 
外币
以外币计价的资产和负债在资产负债表日按当时的汇率转换为美元。营业收入和费用账户则按照期间的平均汇率进行转换。2024年和2023年截止至9月30日的三个月和九个月中，资产和负债的汇率波动带来的影响微不足道。
使用估计
根据GAAP的要求，编制符合要求的简明合并财务报表需要管理层进行估计和假设，这些会影响中期简明合并财务报表日期的资产和负债的报告金额以及附注的资产和负债，以及报告期间内的收入和支出金额。实际结果可能会与这些估计不同。
管理层作出的重要估计包括：信用损失的准备金、长期资产的使用寿命、所得税、网站及内部使用的软件开发成本、租赁、商誉和其他无形资产的估值、认股权证负债的估值、递延税资产及相关的估值准备、应收税款协议（“TRA”）负债、营业收入确认、业绩和基于股票的补偿及或有负债的确认和披露。
风险和不确定性
公司运营在一个相对新的行业，各个司法管辖区的法律法规差异很大。目前，三十九个州、哥伦比亚特区、波多黎各、维尔京群岛和关岛为某些医疗用途合法化了某种形式的大麻使用。其中的二十四个州、哥伦比亚特区、关岛和北马里亚纳对成年人非医疗用途的大麻也合法化了（有时称为成人或娱乐用途）。另外八个州合法化了低浓度大麻的各种形式，用于选择性医疗条件。只有三个州继续完全禁止大麻。此外，尽管一些美国立法者提出了各种法案以联邦一级合法化大麻，但这些法案都没有成为法律。目前，在联邦法律下，大麻（不包括大麻含量不超过0.3%干重基准的大麻卫安那L.定义的大麻）除了大麻以外，仍然是《受控物质法案》（“CSA”）下的一级管制物质。即使在某种程度上已经合法化大麻的州或领土内，种植、持有和出售大麻都违反《CSA》，并可能面临监禁、巨额罚款和财产没收。此外，如果个人或实体协助和教唆，可能会违反联邦法律
11
目录
Wm 科技公司及其子公司
附注-简明合并财务报表注释
(未经审计)
违反《受控物质法》（CSA）或与他人共谋违反法律，并且违反《受控物质法》可能成为某些其他犯罪的前因，包括洗钱法和《敲诈勒索有组织犯罪法》。如果任何允许使用大麻股的州改变其法律，或联邦政府积极执行《受控物质法》或与联邦禁止大麻股相关的其他法律，公司的业务可能会受到不利影响。
此外，公司的成长能力和满足经营目标在很大程度上依赖于大麻股的持续合法化和广泛监管。无法确保这种合法化会及时发生，或根本会发生。
公司客户的地理集中使公司容易受当地市场下行的影响。历史上，公司的业务运营主要位于加利福尼亚州。有关更多信息，请参阅附注3“Revenue from Contracts with Customers，”以获取这些简明综合财务报表的附加信息。
公允价值衡量
公司遵循ASC 820中的指引 – 公允价值衡量 针对其在每个报告期重新计量并以公允价值报告的金融资产和负债。有关更多信息，请参见这些简明合并基本报表中的注释5“公允价值计量”。
应收账款净额
当存在无条件开票和收款的权利时，会记录应收款项。应收账款主要包括与客户应收款相关的金额。应收款项净额显示在信贷损失预备金的扣除后，预备金的水平由管理层认为足以吸收应收账款组合中的预计损失。公司根据ASC 326采用当前预期信贷损失模型来衡量其贸易应收账款的信贷损失。 – 在 2023 年 11 月，FASB 发布了 No. 2023-07，.
公司根据具有相似风险特征的应收账款池基础计算预期信用损失。对于没有相似风险特征的应收账款，信用损失准备金是按个别基础计算的。与公司应收账款相关的风险特征包括客户账户余额和账龄状态。
当确定应收账款无法收回时，账户余额将从准备费用中冲销。公司的信用损失准备金为$0.9 百万美元和美元8.7 我们对提供的担保的最大承担风险，即如果他们无法在租赁期结束时以合同约定的残值以上的价格出售车辆，截至2024年9月30日和2023年12月31日分别为$百万。
截至2024年9月30日和2023年12月31日，没有客户占总应收账款的10%以上。
以下表格总结了信贷损失准备金的变化。

截至9月30日的三个月截至9月30日的九个月
2024
2023
正如重述的那样1
2024
2023
正如重述的那样1
津贴，期初$2,756 $10,202 $8,748 $12,232 
信贷损失准备金（追回）320 219 (295)(196)
注销(2,218)(1,317)(7,595)(2,932)
津贴，期末$858 $9,104 $858 $9,104 
___________________________
1 截至2023年9月30日的三个月和九个月的信用损失准备（回收）及截至2023年9月30日的相关备抵已 追溯调整，以反映之前报告的信用损失的更正。请参见 重新报告2023年季度营业收入和信贷损失 上述的进一步信息。
资产和设备
资产和设备以成本减累计折旧的形式列示，包括内部开发的软件、计算机设备、家具和固定装置以及租赁改进。折旧是根据资产的预计可用年限，通常为线性法计算的 三年 用于计算机设备 七年 用于家具和固定装置。租赁改进采用线性法摊销，摊销期限为其预计可用年限或相关租赁剩余期限中较短的。维护和维修费用按发生时支出。当资产
12
目录
Wm 科技公司及其子公司
附注-简明合并财务报表注释
(未经审计)
当资产被退休或以其他方式处置时，相关成本和累计折旧将从账户中解除，任何产生的收益或损失将在公司的简明合并运营报表中反映。
公司在有事件和情况变化表明，资产的账面价值可能无法收回时，评估资产和设备的减值。如果事件和情况的变化表明资产（或资产组）的账面价值可能无法收回，并且与资产相关的预期未折现现金流小于其账面价值，则应确认减值损失，等于资产账面价值高于其公允价值的金额。 No 2024年9月30日结束的三个和九个月内，公司记录了对资产和设备的减值。公司在2024年9月30日结束的三个和九个月内，对某些产品推出进行了资产和设备的非现金减值，金额为$。2.3与2023年12月停产的某些产品相关，公司在2023年9月30日结束的三个和九个月内，记录了一笔$的非现金资产减值费用，该费用包括在综合损益简表中的资产减值损失中。
资本化的软件
资本化网站和内部使用软件开发成本包含在随附的简明合并资产负债表中的财产和设备中。该公司将与开发和增强Weedmaps平台和SaaS解决方案相关的某些成本资本化。当初步开发工作成功完成，管理层批准并承诺提供项目资金，而且该项目很可能会完成并按预期使用软件时，公司开始将这些成本资本化。完成所有实质性测试后，资本化即告终止。维护和培训费用在发生时记作支出。此类成本在投入使用时在相关资产的估计使用寿命内按直线分期摊销，通常估计为 三年。一般而言，本来预计会带来更多特性或功能的增强所产生的费用记作资本，并在增强的估计使用寿命内计为费用 三年。产品开发成本包括员工的薪酬和福利，包括负责开发新产品以及维护和改进现有产品的工程和技术团队。不符合资本化标准的产品开发成本在发生时记作支出。
截至2024年9月30日和2023年12月31日，公司有$23.7百万美元和$23.1百万的资本化软件成本，净额，分别记录在公司简明合并资产负债表的物业和设备，净额中。在截至2024年9月30日和2023年9月30日的三个月内，公司摊销了$3.1百万美元和$2.2百万，分别。在截至2024年9月30日和2023年9月30日的九个月内，公司摊销了$8.4百万美元和$5.4百万，分别。内部使用的软件开发成本的摊销包括在陪同的简明合并损益表中的折旧和摊销费用 。
商誉和无形资产
商誉是指购买价格超过被收购企业可识别的净资产公允价值的部分。商誉每年进行减值测试，使用定性或定量的过程，至少在每年的12月31日进行，例如商业气候变化、经营业绩差的因子，或报告单元显著部分的出售或处置。截至2024年9月30日和2023年12月31日，公司拥有$68.4 百万的商誉。
在进行商誉减值测试时，公司可以选择利用定性评估来评估报告单位的公允价值是否有可能超过账面价值。如果确定账面价值不太可能超过公允价值，公司就不需要完成定量商誉减值评估。如果确定在考虑定性因素时，账面价值可能超过公允价值，就会进行定量商誉减值评估。在进行定量评估时，如果报告单位的账面价值超过其公允价值，将记录等于差额的减值损失。
每年的12月31日，将进行对商誉的减值评估。截至2023年12月31日止年度，根据公司的年度评估政策，公司选择跳过定性评估，执行定量评估以检验商誉的减值情况。作为公司减值评估的一部分，通过折现现金流估值法估算出报告单位的公允价值，其中包括对长期增长率、营业收入和盈利预测、现金流量估计、折现率和其他因素的假设。2023年12月31日结束的年度中，在进行定量评估时，确定好商誉的公允价值超过其账面价值约 18%，结果导致在2023年12月31日的年度评估日期，没有出现减值。如果公司未来现金流预测或其他关键输入发生负面修订，则报告单位的估计公允价值可能受到不利影响，可能导致未来发生减值，从而可能对我们的营业收入产生实质影响。
13
目录
Wm 科技公司及其子公司
附注-简明合并财务报表注释
(未经审计)
运营结果。已经有 没有 截至2024年和2023年9月30日的三个月和九个月内录得的商誉减值费用。
无形资产按照成本减去累计摊销进行记录。无形资产在事件或环境变化可能影响净资产可回收性时会进行减值检查。此类检查可能包括对当前结果的分析，并考虑预计运营现金流的未折现价值。公司记录了一项非现金的无形资产减值费用为$6.1百万，该费用与2023年12月停止销售的某些产品相关，包含在合并简明经营报表中的资产减值费用中。截至2024年9月30日的三个月和九个月内没有记录无形资产减值费用。有关更多信息，请参见这些合并简明基本报表的第6条“无形资产”。
租赁
公司的经营租赁包括位于美国的办公空间。公司没有任何被分类为融资租赁的租赁。 公司将符合租赁定义的安排分类为经营租赁或融资租赁，租赁在合并资产负债表上以使用权资产（“ROU”）和租赁负债的形式记录，计算方法是根据租赁期内的固定租赁支付以租赁中隐含的利率或公司的增量借款利率折现。租赁负债因利息而增加，并因每期支付而减少，使用权资产在租赁期内进行摊销。对于经营租赁，租赁负债的利息和使用权资产的摊销在租赁期内产生直线租金费用。经营租赁资产和负债在开始时基于租赁期内租赁支付的现值进行确认。对于融资租赁，租赁负债的利息和使用权资产的摊销在租赁期内产生前期费用。 变动租赁费用在发生时记录。
在计算使用权资产和租赁负债时，公司选择将所有资产类别的租赁和非租赁元件组合在一起。公司作为会计政策选择，将初始期限为12个月或更短的短期租赁排除在新指引之外，并在租赁期限内按直线法确认租金费用。
公司在事件和情况变化表明资产的账面价值可能无法收回时，会评估租赁资产的减值。如果一个事件和情况变化表明租赁资产的账面价值可能无法收回且与租赁资产相关的预估公允价值低于其账面价值，则认定减值损失等于租赁资产的账面价值超过其公允价值的差额。
ROU资产的公允价值是使用收益法估算的，该方法基于管理层对未来现金流的预测，预计将根据转租市场租金得出。首先，公司通过将资产组的未贴现现金流（包括与租赁协议相关的预期未来租赁付款，由预期的转租收入抵消）与该资产组的账面金额进行比较，来测试该资产组的可收回性。如果长期资产减值测试的第一步得出结论，认为该资产组的账面金额不可收回，则公司将进行长期资产减值测试的第二步，将资产组的公允价值与账面金额进行比较，并确认账面金额超过公允价值的金额的租赁减值费用。为了估算该资产集团的公允价值，公司依靠贴现现金流法，使用市场参与者对预期现金流的假设。在截至2024年9月30日和2023年9月30日的三个月和九个月中，公司承认 不 与投资回报率资产相关的减值费用。
2024年和2023年截至9月30日三个月的净租赁费用分别为$2024年和2023年截至9月30日九个月的净租赁费用分别为$1.7 百万美元和美元2.2百万美元。百万。租赁费用已经包括在内2024年和2023年截至9月30日三个月的净租赁费用分别为$5.8 百万美元和美元6.6 2024年和2023年截至9月30日九个月的净租赁费用分别为$百万，租赁费用已经包括在内在附表的综合损益表中列示为一般和管理费用。
在2024年第三季度，公司修改了与位于加利福尼亚州尔湾的总部大楼相关的租赁协议。修改延长了租约期限 五年 至2030年2月，并减少了租用面积。租金延长被视为租赁修改，公司使用增量借款利率 11.5％重新计量其租赁负债和ROU资产，并确认了一项非现金租赁负债 $3.3高级担保信贷设施、2026年票据和新票据的公允价值是基于金融机构之间交易债务的利率水平，属于二级输入。和相应的非现金ROU资产 $3.3截至2021年3月27日，未偿还本金总额为$。租赁分类仍然为经营租赁。
此外，在2024年第二季度，公司支付了$0.1百万终止了一项办公租赁协议。随着提前终止租约，公司报告了一项$0.1百万的收益，该收益被确认为对
14
目录
Wm 科技公司及其子公司
附注-简明合并财务报表注释
(未经审计)
相关的租赁费用。公司还在由于提前终止租赁而在简明合并资产负债表上注销了剩余的使用权资产$0.2百万，以及一项租赁负债，金额为$0.4百万。
2022年， 公司与首席执行官的关联方签订了一份转租协议。 转租协议于2022年6月1日起生效，于2024年10月31日到期。有关附表基本报表中第13注“关联方交易”中有更多信息。
转租租金收入按照转租期限的直线法扣减相关的租赁费用。2024年和2023年9月30日结束的三个月内，公司分别录得与转租相关的租金收入$0.2 百万美元和美元0.5 百万。2024年和2023年9月30日结束的九个月内，公司分别录得与转租相关的租金收入$1.3 百万美元和美元1.6 百万，分别为。
认股权负债
公司在收盘时假设了最初在白银Spike的首次公开发行中发行的公开认股权证（“公开认股权证”）和最初在白银Spike私募中发行的私募认股权证（“私募认股权证”，以及公开认股权一起，称为“认股权证”），所有这些权证均是在白银Spike首次公开发行时发行的。公司根据ASC 815-40评估了认股权证 - 衍生工具与套期交易-实体自身权益中的合同 并得出结论，它们不符合归类为股东权益的标准。请参阅这些简明合并资产负债表的第9节“认股权利”以获取更多信息。
于2023年10月6日，Opco交易合并的时候的合伙人（“Exchange TRA Holders”）和公司（集体称为“TRA Holders”）与Opco进入了一份税收应收款协议，向TRA Holders提供了Opco的85%税收优惠（如果有的话），这是由于（i）未来由Opco资助的赎回或交换，或在某些情况下被视为交换，推广Falcon的Opco普通单位为公司的A类普通股，每股面值$ 4或现金，以及（ii）根据税收应收款协议进行的某些额外税收优惠所产生的。
关于业务合并，公司与继续成员签订了一份税务安排协议，为继续的A类单位持有人支付 85公司将根据单位的赎回或交换而实现的任何税收优惠的%或被认为实现的税收优惠的%支付给继续A类单位持有人。关于由业务合并产生的潜在未来税收优惠，公司已为额外的税基础建立了递延税收资产以及相应的税务安排协议负债，金额为 85%的预期益处。剩余的%记录为额外的实收资本。 15%记录为额外的实收资本。
TRA负债受重新计量影响，由于各种因素，包括联邦和州收入税率的变化和付款概率的评估。由于这些重新计量变动发生在初始计量之后，重新计量的影响记录在资产负债表利润或损失中。截至2024年9月30日和2023年12月31日，TRA负债分别为$3.1 百万美元和美元1.8 百万美元。在截至2024年9月30日的三个月和九个月内，公司分别确认了$0.5 百万美元和美元1.5 百万美元的亏损，与其TRA负债的重新计量相关。在截至2023年9月30日的三个月和九个月内，公司分别确认了$0.1 百万美元和美元0.7 百万美元的亏损，与其TRA负债的重新计量相关。请参阅 所得税 以下是有关公司对净递延税资产的减值准备的信息。
收入确认
当收入确认的基本标准得到满足时，公司就会确认收入。同意与 ASC 606 共舞 - 与客户签订合同的收入， t公司通过应用以下五个步骤确认收入：确定与客户的合同；确定合同中的履约义务；确定交易价格；将交易价格分配给合同中的履约义务；当公司履行这些履约义务时（或当公司履行这些义务时）确认收入，金额应反映出其为换取这些服务而应得的对价。公司在衡量交易价格时不包括销售税和其他类似税。交易价格反映了公司在扣除折扣后预计将获得的此类商品的金额。发放的折扣主要与公司的Wm Teal计划有关，该计划代表 “共同促进股权准入和立法”，公司通过该计划向申请人提供折扣，包括免费软件、广告、教育材料和培训计划，或根据社会股权许可计划获得许可。公司向根据所有者资格被国家授予特殊身份的许可证持有人提供折扣。这些通常是在新市场中提供的，以增加大麻领域的多样性和包容性。许可证的社会公平地位由公司在适用州的网站上验证。对于 预先为上市和其他服务付款的客户，公司记录递延收入，并在适用的订阅期内确认收入。
The Company’s revenues are derived primarily from monthly subscriptions to Weedmaps for Business, featured and deal listings and other ad solutions. The Company’s Weedmaps for Business subscriptions generally have one-month terms that automatically renew unless notice of cancellation is provided in advance. Featured and deal listings and other ad solutions are offered as add-on products to the Weedmaps for Business subscriptions. Featured and deal listings provide customers with
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
premium placement ad solutions and discount and promotion pricing tools. Other ad solutions include banner ads and promotion tiles on the Company’s marketplace ad as well as other advertising products on and off the Weedmaps marketplace. The Company has a fixed inventory of featured listing and display advertising in each market, and price is generally determined through a competitive auction process that reflects local market demand. Revenues for these arrangements are recognized over-time, generally during a month-to-month subscription period as the services 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.
Revenue for service contracts that the Company assesses are not probable of collection is not recognized until the contract is completed and payment is received. Collectability is reassessed when there is a significant change in facts or circumstances. The assessment of collectability considers whether the Company may limit its exposure to credit risk through its right to stop transferring additional service in the event the customer is delinquent. See Note 3, “Revenue from Contracts with Customers,” to these condensed consolidated financial statements for additional information.
Cost of Revenues (Exclusive of Depreciation and Amortization)
The Company’s cost of revenue primarily consists of web hosting, internet service costs, credit card processing costs and other third party services.    
Advertising
The Company expenses the cost of advertising in the period incurred. Advertising expense totaled $2.0 million and $3.5 million for the three months ended September 30, 2024 and 2023, respectively, and $8.3 million and $8.1 million for the nine months ended September 30, 2024 and 2023, 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. See Note 11, “Stock-based Compensation,” to these condensed consolidated financial statements for additional information.
Employee Benefit Plan
The Company’s 401(k) saving plan is a tax-qualified deferred compensation arrangement under Section 401(k) of the Internal Revenue Code. Under the 401(k) Plan, participating U.S. employees may contribute a portion of their eligible earnings, subject to applicable U.S. Internal Revenue Service and plan limits. The Company matches up to 3.5% of the employee’s eligible compensation, vested upon two years of service. For the three months ended September 30, 2024 and 2023, the Company recognized an expense of $0.4 million and $0.9 million, respectively, and for the nine months ended September 30, 2024 and 2023, the Company recognized an expense of $1.4 million and $1.9 million, respectively, related to employer contributions for the Company’s 401(k) plan.
Other Income (Expense), net
Other income (expense), net consists primarily of change in fair value of warrant liability, TRA liability remeasurement, discharge of a holdback obligation related to a prior acquisition, interest income and other tax related expenses.
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 basis 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
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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.
The Company assesses whether it is “more-likely-than-not” that it will realize its deferred tax assets. The Company establishes a valuation allowance when available evidence indicates that it is more-likely-than-not that the deferred tax asset will not be realized. In assessing the need for a valuation allowance, the Company considers the amounts and timing of expected future deductions or carry forwards and sources of taxable income that may enable utilization. This includes an analysis of the Company’s current financial position, results of operations for the current and prior years and all currently available information about future years. This assessment and estimates require significant management judgment. The Company maintains an existing valuation allowance until enough positive evidence exists to support its reversal. Change in the amount or timing of expected future deductions or taxable income may have a material impact on the level of income tax valuation allowances.
For nine months ended September 30, 2024 and for the year ending December 31, 2023, the Company conducted similar analyses, and determined that a full valuation allowance was still required. As of September 30, 2024 and December 31, 2023, the TRA liability was $3.1 million and $1.8 million, respectively.
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, valuation allowances 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. Any taxable income or loss generated by WMH LLC is passed through to and included in the taxable income or loss of its members, including WM Technology, Inc. on a pro rata basis. 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.
WMH LLC will generally be required from time to time to make pro rata distributions in cash to the Company and the other holders of WMH Units at certain assumed tax rates in amounts that are intended to be sufficient to cover the taxes on the Company’s and the other WMH equity holders’ respective allocable shares of the taxable income of WMH LLC.
For the three and nine ended September 30, 2024, the Company recorded $0.02 million and $0.07 million, respectively, in income tax provisions due to the impact of the full valuation allowance on its net deferred assets. For the three and nine months ended September 30, 2023, the Company recorded zero in income tax provisions due to the impact of the full valuation allowance on its net deferred assets. The effective tax rates differ from the federal statutory rate of 21% primarily due to the impact of valuation allowances, 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.
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 has identified one business segment which management also considers to be one reporting unit as the Company’s Chief Executive Officer and Chief Financial Officer allocate resources, assess performance and manage the businesses as one segment.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Earnings (Loss) 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. Potential common shares 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, “Earnings Per Share,” for additional information on dilutive securities.
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 and the Company’s cash balances at these institutions typically exceed the Federal Deposit Insurance Corporation limit. As of September 30, 2024, the Company had cash balances that exceeded the FDIC limit with four financial institutions. Management believes that the risk of loss is not significant and has not experienced any losses in such accounts.
Recently Adopted Accounting Pronouncements
The Company reviewed the accounting pronouncements that became effective for fiscal year 2024 and determined that either they were not applicable, or they did not have a material impact on the consolidated financial statements.
Recently Issued Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure”, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expense categories that are regularly provided to the chief operating decision maker and included in each reported measure of a segment’s profit or loss. The update also requires all annual disclosures about a reportable segment’s profit or loss and assets to be provided in interim periods and for entities with a single reportable segment to provide all the disclosures required by ASC 280, Segment Reporting, including the significant segment expense disclosures. This ASU is effective for fiscal years beginning after December 15, 2024. The Company does not expect the adoption of this standard to have a material impact on the consolidated financial statements.
In December 2023, the Financial Accounting Standards Board issued ASU 2023-09, “Income Taxes - Improvements to Income Tax Disclosures” requiring enhancements and further transparency to certain income tax disclosures, most notably the tax rate reconciliation and income taxes paid. This ASU is effective for fiscal years beginning after December 15, 2024 on a prospective basis and retrospective application is permitted. We are currently evaluating the impact of the adoption of this standard.
The Company also reviewed other recently issued accounting pronouncements to be adopted in future periods and determined that they are not expected to have a material impact on the consolidated financial statements.
3.    Revenue from Contracts with Customers
The Company sells a monthly subscription offering to retailer and brand clients as well as upsell and add-on offerings to licensed clients. The Company’s current Weedmaps for Business monthly subscription package includes:
•WM Listings: A listing page with product menu for a retailer or brand on the Weedmaps marketplace, enabling the Company’s clients to be discovered by the marketplace’s users. This also allows clients to disclose their license information, hours of operation, contact information, discount policies and other information that may be required under applicable state law.
•WM Orders: Software for retailers to receive pickup and delivery orders directly from a Weedmaps listing and connect orders directly with a client’s POS system (for certain POS systems). The marketplace also enables brands to route customer purchase interest to a retailer that carries the brand’s product. After a dispensary receives the order request from the consumer, the dispensary and the consumer can continue to communicate, adjust items in the request, and handle any stock issues, prior to and while the dispensary processes and fulfills the order.
•WM Store: Customizable order and menus embed which allows retailers and brands to import their Weedmaps listing menu or product reservation functionality to their own white-labeled WM Store website or separately owned website.
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WM Store facilitates customer pickup or delivery orders and enables retailers to reach more customers by bringing the breadth of the Weedmaps marketplace to a client’s own website.
•WM Connectors: A centralized integration platform, including API tools, for easier menu management, automatic inventory updates and streamlined order fulfillment to enable clients to save time and more easily integrate into the WM Technology ecosystem and integrate with disparate software systems. This creates business efficiencies and improves the accuracy and timeliness of information across Weedmaps, creating a more positive experience for consumers and businesses.
•WM Insights: An insights and analytics platform for clients leveraging data across the Weedmaps marketplace and software solutions. WM Insights provides data and analytics on user engagement and traffic trends to a client’s listing page. For Brand clients, WM Insights allows them to monitor their brand and product rankings, identify retailers not carrying products and keep track of top brands and products by category and state.
The Company also offers other add-on products for additional fees, including:
•WM Ads, which includes, featured and deal listings and other ad solutions on the Weedmaps marketplace designed for clients to amplify their businesses and reach more highly engaged cannabis consumers throughout their buying journey including:
◦Featured Listings: Premium placement ad solutions on high visibility locations on the Weedmaps marketplace (desktop and mobile) to amplify our clients’ businesses and maximize clients’ listings and deal presence.
◦WM Deals: Discount and promotion pricing tools that let clients strategically reach prospective price-conscious cannabis customers with deals or discounts to drive conversion. In some jurisdictions, it is required by applicable law to showcase discounts.
◦Other ad solutions: Includes banner ads and promotion tiles on our marketplace as well as banner ads that can be tied to keyword searches. These products provide clients with targeted ad solutions in highly visible slots across our digital surfaces.
•WM Dispatch: Compliant, automated and optimized logistics and fulfillment last-mile delivery software (including driver apps) that helps clients manage their delivery fleets. This product streamlines the delivery experience from in-store to front-door.
In December 2023, we completed the sunset of WM AdSuite, WM CRM and WM Screens product offerings as we continue to focus our efforts on other Weedmaps for Business products that support the Weedmaps marketplace and improve the eCommerce experience for our clients and users.
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Disaggregation of revenue
The following table summarizes the Company’s disaggregated net revenues information (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2024
2023
As Restated1
2024
2023
As Restated1
Revenues:
Weedmaps for Business and other SaaS solutions$13,583 $10,877 $40,285 $33,847 
Featured and deal listings29,233 31,907 85,814 96,782 
Subtotal42,816 42,784 126,099 130,629 
Other ad solutions3,736 3,903 10,745 10,897 
Total net revenues2
$46,552 $46,687 $136,844 $141,526 
___________________________
1 For the three and nine months ended September 30, 2023, net revenues have been retrospectively adjusted to reflect the restatement of previously reported 2023 revenue. See Note 2, “Summary of Significant Accounting Policies,” for further information.
2 Net revenues are net of discounts of $0.1 million and $0.8 million, respectively, for the three months ended September 30, 2024 and 2023 and $0.6 million and $3.0 million, respectively, for the nine months ended September 30, 2024 and 2023.
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 balance as of September 30, 2024 and December 31, 2023 were $5.8 million and $5.9 million, respectively, and the balance 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.
Substantially all of the Company’s revenue has been generated in the United States for the three and nine months ended September 30, 2024 and 2023. For the three and nine months ended September 30, 2024, approximately 52% of the Company’s net revenues originated in California. For the three and nine months ended September 30, 2023, approximately 51% and 52% of the Company’s net revenues originated in California, respectively.
4.    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.
SEC Matter
As previously disclosed, in the second quarter of 2022, the Company’s board of directors received an internal complaint regarding the calculation, definition and reporting of the Company’s monthly active users (“MAUs”) metric. In response, the Company’s board of directors formed a special committee of independent directors to conduct an internal investigation with the assistance of outside counsel. As a result of the findings of that internal investigation, the Company provided certain additional information regarding the growth and nature of the Company’s previously-reported MAUs in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 filed with the SEC on August 9, 2022. This investigation found no impact on the Company’s financial results under GAAP or the reporting or disclosure of any currently disclosed non-GAAP financial metric. As also previously reported, in the third quarter of 2022, the Company determined not to report MAUs going forward. In August 2022, the Company’s board of directors determined to voluntarily report the internal complaint and subsequent internal investigation to the SEC, following which the SEC’s Division of Enforcement commenced an investigation. The Company has been fully cooperating with the SEC’s investigation.
As also previously reported in the Current Report on Form 8-K filed on July 25, 2024, on July 22, 2024, the Company reached an agreement in principle with the SEC staff to resolve the SEC’s investigation with respect to the Company. Under the terms of the settlement, the Company consented, without admitting or denying the SEC’s findings, to the entry of an administrative
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cease-and-desist order finding violations of Sections 17(a)(2) and (3) of the Securities Act of 1933, as amended, Sections 13(a) and 14(a) of the Securities Exchange Act of 1934, as amended, and Rules 12b-20, 13a-1, 13a-11, 13a-13, and 14a-9 thereunder, and pay a civil money penalty of $1.5 million. The settlement was approved by the SEC, and the administrative cease-and-desist order was entered in September 2024. The Company issued payment to the SEC, and it was received by the SEC, in October 2024. Accordingly, the SEC enforcement matter is concluded with respect to the Company.
As of September 30, 2024, the Company recorded a liability of $1.5 million for the SEC settlement which is included in general and administrative expenses in the condensed consolidated statements of operations and accounts payable and accrued expenses in the condensed consolidated balance sheets. The SEC settlement of $1.5 million was paid in October 2024.
Purchase Obligations
The Company has minimum outstanding purchase obligations of approximately $1.8 million for the remaining three months in 2024, $7.3 million in 2025 and $7.5 million in 2026, due under software license agreements, of which the majority relates to the Company’s three-year AWS Enterprise agreement.
5.    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.
The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at September 30, 2024 and December 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value (in thousands):
LevelSeptember 30, 2024December 31, 2023
Liabilities:
Warrant liability – Public Warrants1$250 $375 
Warrant liability – Private Placement Warrants3140 210 
Total warrant liability$390 $585 
The following tables summarize the changes in the fair value of the warrant liabilities (in thousands):
Three Months Ended
September 30, 2024		Nine Months Ended
September 30, 2024
Public WarrantsPrivate Placement WarrantsWarrant LiabilitiesPublic WarrantsPrivate WarrantsWarrant Liabilities
Fair value, beginning of period$625 $350 $975 $375 $210 $585 
Change in valuation inputs or other assumptions(375)(210)(585)(125)(70)(195)
Fair value, end of period$250 $140 $390 $250 $140 $390 
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Three Months Ended
September 30, 2023		Nine Months Ended
September 30, 2023
Public WarrantsPrivate Placement WarrantsWarrant LiabilitiesPublic WarrantsPrivate WarrantsWarrant Liabilities
Fair value, beginning of period$1,500 $910 $2,410 $1,250 $840 $2,090 
Change in valuation inputs or other assumptions250 210 460 500 280 780 
Fair value, end of period$1,750 $1,120 $2,870 $1,750 $1,120 $2,870 
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 $0.3 million and $0.4 million as of September 30, 2024 and December 31, 2023, 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:
September 30, 2024December 31, 2023
Exercise price$11.50 $11.50 
Stock price$0.87 $0.72 
Volatility93.0 %87.5 %
Term (years)1.712.46
Risk-free interest rate3.75 %4.13 %
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 $0.1 million and $0.2 million as of September 30, 2024 and December 31, 2023, respectively. There were no transfers in or out of Level 3 from other levels in the fair value hierarchy.
6.    Intangible Assets
Intangible assets consisted of the following as of September 30, 2024 and December 31, 2023 (in thousands):
September 30, 2024
Weighted Average Amortization Period (Years)Gross Intangible AssetsAccumulated AmortizationNet Intangible Assets
Trade and domain names15.0$7,256 $(5,370)$1,886 
Software technology5.0249 (150)99 
Customer relationships8.0170 (64)106 
Total intangible assets14.5$7,675 $(5,584)$2,091 
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December 31, 2023
Weighted Average Amortization Period (Years)Gross Intangible AssetsAccumulated AmortizationNet Intangible Assets
Trade and domain names15.0$7,256 $(5,008)$2,248 
Software technology5.0249 (112)137 
Customer relationships8.0170 (48)122 
Total intangible assets14.5$7,675 $(5,168)$2,507 
Amortization expense for intangible assets was $0.1 million and $0.5 million during the three months ended September 30, 2024 and 2023, respectively. Amortization expense for intangible assets was $0.4 million and $1.6 million during the nine months ended September 30, 2024 and 2023, respectively.
The Company recorded a non-cash intangible impairment charge of $6.1 million for the three and nine months ended September 30, 2023 related to certain product offerings that were sunset in December, 2023, which is included in asset impairment charges in the condensed consolidated statements of operations.
The estimated future amortization expense of intangible assets as of September 30, 2024 is as follows (in thousands):
Remaining period in 2024 (three months)$139 
Year ended December 31, 2025555 
Year ended December 31, 2026543 
Year ended December 31, 2027505 
Year ended December 31, 2028222 
Thereafter127 
Total$2,091 
7.     Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets as of September 30, 2024 and December 31, 2023 consisted of the following (in thousands):
September 30, 2024December 31, 2023
Prepaid insurance$1,730 $1,530 
Prepaid marketing292 387 
Prepaid software1,954 2,406 
Other prepaid expenses and other current assets2,433 1,655 
Total$6,409 $5,978 
The Company capitalizes implementation costs incurred in cloud computing arrangements that are service contracts if they meet certain requirements. Those requirements are similar to the requirements for capitalizing implementation costs incurred to develop internal-use software. Amortization is computed using the straight-line method over the term of the associated hosting arrangement. These implementation costs are classified on the balance sheet in prepaid and other current assets, and the related cash flows are presented as cash outflows from operations. Impairment is recognized and measured when it is no longer probable that the computer software project will be completed and placed in service.
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8.     Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses as of September 30, 2024 and December 31, 2023 consisted of the following (in thousands):
September 30, 2024December 31, 2023
Accounts payable and other accrued liabilities$6,932 $7,323 
Accrued employee expenses9,601 13,859 
Total$16,533 $21,182 
Accrued employee expenses include accrued bonuses and commission of $4.2 million and $7.4 million as of September 30, 2024 and December 31, 2023, respectively. Accounts payable and other accrued liabilities as of September 30, 2024 include $1.5 million in potential SEC settlement. See Note 4, “Commitments and Contingencies” to these condensed consolidated financial statements for further information.
9.     Warrant Liability
At September 30, 2024, there were 12,499,973 Public Warrants outstanding and 7,000,000 Private Placement Warrants outstanding.
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.
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 Company concluded the Public Warrants and Private Placement Warrants, or the Warrants, meet the definition of a derivative under ASC 815- Derivatives and Hedging 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 are remeasured as of each balance sheet date, which resulted in a non-cash gain of $0.6 million and $0.2 million in the condensed consolidated statements of operations for the three and nine months ended September 30, 2024, respectively, and a non-cash loss of $0.5 million and $0.8 million in the condensed consolidated statements of operations for the three and nine months ended September 30, 2023, respectively. See Note 5, “Fair Value Measurements” to these condensed consolidated financial statements for additional information.
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10.     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.
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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 September 30, 2024, 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 September 30, 2024, the noncontrolling interests owned 36.9% 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.
11.     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 nine months ended September 30, 2024 is as follows:
Number of Units
Outstanding Class P Units, December 31, 202314,804,507 
Cancellations(775)
Exchanged for Class A Common Stock(125,000)
Outstanding, Class P Units, September 30, 202414,678,732 
Vested, September 30, 202414,659,364
As of September 30, 2024, unrecognized stock-based compensation expense for non-vested Class P Units was $0.04 million which is expected to be recognized over a weighted-average period of 0.2 years. For the three months ended September 30, 2024 and 2023, the Company recorded stock-based compensation expense for the Class P Units of $0.1 million and $0.1
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million, respectively. For the nine months ended September 30, 2024 and 2023, the Company recorded stock-based compensation expense for the Class P Units of $0.2 million and $0.5 million, respectively.
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 September 30, 2024, 40,639,882 shares of Class A Common Stock were 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 September 30, 2024, 27,621,566 shares of Class A Common Stock were available for future issuance.
A summary of the restricted stock unit (“RSU”) activity for the nine months ended September 30, 2024 is as follows:
Number of RSUsWeighted-average Grant Date Fair Value
Non-vested at December 31, 2023
7,683,598 $2.96 
Granted906,232$1.03 
Vested(2,897,408)$2.97 
Forfeited(1,328,501)$2.87 
Non-vested at September 30, 2024
4,363,921$2.57 
As of September 30, 2024, unrecognized stock-based compensation expense for non-vested RSUs was $10.0 million, which is expected to be recognized over a weighted-average period of 1.2 years. For the three months ended September 30, 2024 and 2023, the Company recorded stock-based compensation expense for the RSUs of $1.5 million and $2.7 million, respectively. For the nine months ended September 30, 2024 and 2023, the Company recorded stock-based compensation expense for the RSUs of $6.9 million and $10.1 million, respectively.
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.
Number of PRSUsWeighted-average Grant Date Fair Value
Non-vested at December 31, 2023
234,375 $6.40 
Granted0$— 
Vested(58,594)$6.40 
Forfeited(175,781)$6.40 
Non-vested at September 30, 2024
— $— 
As of September 30, 2024, the Company has no outstanding grants for PRSUs. For the three months ended September 30, 2024, the Company recorded no stock-based compensation expense for PRSUs. For the three months ended September 30, 2023, the Company recorded stock-based compensation credit of for PRSUs $0.5 million. For the nine months ended September 30, 2024 and 2023, the Company recorded stock-based compensation expense for PRSUs of $0.1 million and stock-based compensation credit for PRSUs of $0.2 million, respectively.
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WM TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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 September 30,Nine Months Ended September 30,
2024202320242023
Sales and marketing$351 $587 $1,116 $2,180 
Product development985 944 2,811 3,226 
General and administrative265 766 3,245 4,983 
Total stock-based compensation expense1,601 2,297 7,172 10,389 
Amount capitalized to software development216 365 829 959 
Total stock-based compensation cost$1,817 $2,662 $8,001 $11,348 
12.     Earnings Per Share
Basic income (loss) per share of Class A Common Stock is computed by dividing net earnings (loss) attributable to WM Technology, Inc. by the weighted-average number of shares of Class A Common Stock outstanding during the period. Diluted income (loss) per share of Class A Common Stock adjusts basic net income (loss) per share of Class A Common Stock for the potentially dilutive impact of securities. For warrants that are liability-classified, during periods when the impact is dilutive, the Company assumes share settlement of the instruments as of the beginning of the reporting period and adjusts the numerator to remove the change in fair value of the warrant liability, net of the portion attributable to non-controlling interests, and adjusts the denominator to include the dilutive shares calculated using the treasury stock method.
The computation of income (loss) per share attributable to WM Technology, Inc. and weighted-average shares of the Company’s Class A Common Stock outstanding are as follows for the three and nine months ending September 30, 2024 and 2023 (in thousands, except for share and per share amounts):
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Numerator:
Net income (loss)$5,318 $(2,512)$8,471 $(4,498)
Less: net income (loss) attributable to noncontrolling interests1,986 (974)3,183 (1,711)
Net income (loss) attributable to WM Technology, Inc. Class A Common Stock – basic and diluted$3,332 $(1,538)$5,288 $(2,787)
Denominator:
Weighted average of shares of Class A Common Stock outstanding – basic97,166,78893,651,87195,743,06492,947,191
Weighted average effect of dilutive securities:
Acquisition holdback shares— — — — 
Restricted stock units1
644,463 — 1,016,101 — 
Performance-based restricted stock units — — 2,566 — 
Weighted average of shares of Class A Common Stock outstanding – diluted97,811,25193,651,87196,761,73192,947,191
Net income (loss) per share of Class A Common Stock – basic$0.03 $(0.02)$0.06 $(0.03)
Net income (loss) per share of Class A Common Stock – diluted$0.03 $(0.02)$0.05 $(0.03)
¹ Calculated using the treasury stock method.
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WM TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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. However, shares of the Class V Common Stock outstanding for the period are considered potentially dilutive shares of Class A common stock under application of the if-converted method and are included in the computation of diluted earnings (loss) per share, except when the effect would be anti-dilutive.
The Company excluded the following securities from its computation of diluted shares outstanding for the periods presented, as their effect would have been anti-dilutive:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Class V Units55,486,361 55,486,361 55,486,361 55,486,361 
Class P Units14,678,732 14,966,127 14,678,732 14,966,127 
RSUs2,813,084 7,173,708 2,964,600 7,173,708 
PRSUs— 234,375 — 234,375 
Public Warrants12,499,973 12,499,973 12,499,973 12,499,973 
Private Placement Warrants7,000,000 7,000,000 7,000,000 7,000,000 
13.     Related Party Transactions
During the second quarter of 2022, the Company entered into a sublease agreement with an affiliate of the Chief Executive Officer. The sublease commenced on June 1, 2022, and the term is for the remainder of the amended lease term which expired on October 31, 2024. The monthly base rent, after the rent abatement period for the first four months, is $69,000. As of September 30, 2024 and December 31, 2023, rent receivable was $0.2 million and $0.7 million, respectively, and these amounts are included in prepaid expenses and other current assets on the accompanying condensed balance sheets. The Company expects to collect the remaining rent receivable balance which was $0.2 million as of September 30, 2024 in the fourth quarter of 2024. Rent receivable of $0.7 million from December 31, 2023 was subsequently collected in April 2024. For the three and nine months ended September 30, 2024, income on the sublease with a related party was $0.2 million and $0.5 million, respectively. For the three and nine months ended September 30, 2023, income on the sublease with a related party was $0.2 million and $0.5 million, respectively. The income on sublease is netted with rent expense and included in general and administrative expenses on the condensed consolidated statements of operations.
In connection with the Business Combination, the Company paid $1.1 million in certain transaction costs reimbursable by Silver Spike’s sponsor (“Silver Spike Sponsor”), an affiliate to a member of the board of directors. On March 16, 2023, Silver Spike Holdings, an affiliate of Silver Spike Sponsor, entered into a promissory note with the Company and agreed to pay the principal amount of $1.1 million in 12 equal quarterly installments commencing on March 31, 2023. The promissory note bears interest at a rate of 5% per annum commencing on March 31, 2023. In an event of default, the outstanding principal amount shall bear interest for the entire period during which the principal balance is unpaid at a rate which is equal to 10% per annum. As of September 30, 2024, the remaining balance of the promissory note receivable was the $0.4 million of which $0.3 million was included in prepaid expenses and other current assets and $0.1 million was included in other assets on the condensed consolidated balance sheets. As of December 31, 2023, the remaining balance of the promissory note receivable was $0.7 million of which $0.4 million was included in prepaid expenses and other current assets and $0.3 million was included in other assets on the consolidated balance sheets. For the three and nine ended September 30, 2024 and 2023, interest income on the promissory note was less than $0.1 million, which is included in other income (expense), net on the accompanying condensed consolidated statements of operations.
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Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read together with our condensed consolidated financial statements and the related notes to those statements included in Item 1 “Financial Statements” in this Quarterly Report on Form 10-Q. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under “Risk Factors” and included elsewhere herein and in our Annual Report on Form 10-K for the year ended December 31, 2023.
Third Quarter 2024 Financial Highlights
•Net revenues were $46.6 million as compared to $46.7 million in the prior year.
•Average monthly paying clients was 5,100, as compared to 5,414 in the prior year.
•Average monthly net revenues per paying client was $3,043, as compared to $2,874 in the prior year.
•Net income was $5.3 million as compared to net loss of $2.5 million in the prior year.
•Adjusted EBITDA was $11.3 million as compared to $10.7 million in the prior year.
For further information about how we calculate EBITDA and Adjusted EBITDA as well as limitations of its use and a reconciliation of EBITDA and Adjusted EBITDA to net income (loss), see “Net Income (Loss) to EBITDA and Adjusted EBITDA” in Non-GAAP Financial Measurements below.
Overview
Founded in 2008, and headquartered in Irvine, California, WM Technology, Inc. operates a leading online cannabis marketplace for consumers together with a comprehensive set of eCommerce and compliance software solutions for cannabis businesses, which are sold to both storefront locations and delivery operators (“retailers”) and brands in the legalized cannabis markets in states and territories of the United States. Our comprehensive business-to-consumer and business-to-business suite of products afford cannabis retailers and brands of all sizes integrated tools to compliantly run their businesses and to reach, convert, and retain consumers.
Our business primarily consists of our commerce-driven marketplace (“Weedmaps”), and our fully integrated suite of end-to-end Software-as-a-Service (“SaaS”) solutions software offering (“Weedmaps for Business”). The Weedmaps marketplace is a premier destination for cannabis consumers to discover and browse information regarding cannabis and cannabis products with 5,100 average monthly paying clients during the three months ended September 30, 2024 on the supply-side of our marketplace. These paying clients include retailers, brands and other client types (such as doctors). Further, these clients, who can choose to purchase multiple listings solutions for each business, had purchased approximately 8,300 listing pages as of September 30, 2024.
We sell our Weedmaps for Business suite in the United States and have a limited number of non-monetized listings in several other countries including Austria, Canada, Germany, the Netherlands, Spain and Switzerland. We operate in the United States, Canada and other foreign jurisdictions where medical and/or adult cannabis use is legal under state or national law. As of September 30, 2024, we actively operated in over 35 U.S. states and territories that have adult-use and/or medical-use regulations in place. Substantially all of our revenue was generated in the United States during the periods presented. We define actively operated markets as those U.S. states or territories with greater than $1,000 monthly revenue.
Our mission is to power a transparent and inclusive global cannabis economy. Our technology addresses the challenges facing both consumers seeking to understand cannabis products and businesses who serve cannabis users in a legally compliant fashion. Since our founding in 2008, Weedmaps has become a premier destination for cannabis consumers to discover and browse information regarding cannabis and cannabis products, permitting product discovery and order-ahead for pickup or delivery by participating retailers. Weedmaps for Business is a set of eCommerce-enablement tools designed to help retailers and brands get the best out of the Weedmaps’ consumer experience, create labor efficiencies and manage compliance needs.
As we continue to expand the presence and increase the number of consumers on the Weedmaps marketplace and broaden our offerings, we generate more value for our business clients. As we continue to expand the presence and increase the number of cannabis businesses listed on weedmaps.com, we become a more compelling marketplace for consumers. To capitalize on the growth opportunities of our two-sided marketplace and solutions, we plan to continue making investments in raising brand awareness, increasing penetration within existing markets and expanding to new markets, as well as continuing to develop and monetize new solutions to extend the functionality of our platform. These investments serve to deepen the consumer experience with our platform and continue to provide a high level of support to our business clients.
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Key Operating and Financial Metrics
We monitor the following key financial and operational metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions. The following table summarize our financial performance for the three and nine ended September 30, 2024 compared with the same period in 2023. For a detailed discussion of our results of operations, see “Results of Operations” below.
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(dollars in thousands, except for net revenues per paying client)
Net revenues(1)
$46,552 $46,687 $136,844 $141,526 
Net income (loss)$5,318 $(2,512)$8,471 $(4,498)
EBITDA(2)
$8,576 $872 $17,853 $4,896 
Adjusted EBITDA(2)
$11,312 $10,671 $31,001 $28,028 
Average monthly net revenues per paying client(1)(3)
$3,043 $2,874 $3,025 $2,831 
Average monthly paying clients(4)
5,100 5,414 5,027 5,555 
___________________________
(1)For the three and nine ended September 30, 2023, net revenues has been retrospectively adjusted to reflect the restatement of previously reported revenue. See Note 2, “Summary of Significant Accounting Policies,” for further information.
(2)For further information about how we calculate EBITDA and Adjusted EBITDA as well as limitations of its use and a reconciliation of EBITDA and Adjusted EBITDA to net income (loss), see “Net Income (Loss) to EBITDA and Adjusted EBITDA” below.
(3)Average monthly net revenues per paying client is defined as the average monthly net revenues for any particular period divided by the average monthly paying clients in the same respective period. Average monthly net revenues per paying client is calculated in the same manner as our previously-reported “average monthly revenue per paying client,” and the description of the metric is being updated solely to clarify that it is calculated using net revenues.
(4)Average monthly paying clients are defined as the average of the number of paying clients billed in a month across a particular period (and for which services were provided).
Non-GAAP Financial Measures
Net Income (Loss) to EBITDA and Adjusted EBITDA
Our financial statements, including net income (loss), are prepared in accordance with GAAP. For more information regarding the components within our net income (loss), see “Components of Our Results of Operations” below.
Net income for the three months ended September 30, 2024 was $5.3 million compared with a net loss for the three months ended September 30, 2023 of $2.5 million. The change in net income was primarily due to a decrease in total costs and expenses of $10.9 million, change in fair value of warrant liability of $1.0 million, and change in tax receivable agreement (“TRA”) liability of $0.5 million, partially offset by a decrease in revenue of $0.1 million and a decrease in other income (expense) of $3.5 million.
Net income for the nine months ended September 30, 2024 was $8.5 million compared with a net loss for the nine months ended September 30, 2023 of $4.5 million. The increase in net income was primarily due to a decrease in total costs and expenses of $20.8 million, and change in fair value of warrant liability of $1.0 million, partially offset by a decrease in revenue of $4.7 million, change in tax receivable agreement (“TRA”) liability of $0.8 million and a decrease in other income (expense) of $3.2 million.
To provide investors with additional information regarding our financial results, we have disclosed EBITDA and Adjusted EBITDA, both of which are non-GAAP financial measures that we calculate as net income (loss) before interest, taxes and depreciation and amortization expense in the case of EBITDA and further adjusted to exclude stock-based compensation, change in fair value of warrant liability, transaction related bonus, legal settlements and other legal costs, reduction in force, asset impairment charges, change in TRA liability and other non-cash, unusual and/or infrequent costs in the case of Adjusted EBITDA. Below we have provided a reconciliation of net income (loss) (the most directly comparable GAAP financial measure) to EBITDA; and from EBITDA to Adjusted EBITDA.
We present EBITDA and Adjusted EBITDA because these metrics are a key measure used by our management to evaluate our operating performance, generate future operating plans and make strategic decisions regarding the allocation of investment capacity. Accordingly, we believe that EBITDA and Adjusted EBITDA provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management.
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Each of EBITDA and Adjusted EBITDA has limitations as an analytical tool, and you should not consider any of these non-GAAP financial measures in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are as follows:
•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;
•EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs; and
•EBITDA and Adjusted EBITDA do not reflect tax payments that may represent a reduction in cash available to us.
Because of these limitations, you should consider EBITDA and Adjusted EBITDA alongside other financial performance measures, including net income (loss) and our other GAAP results.
A reconciliation of net income (loss) to non-GAAP EBITDA and Adjusted EBITDA is as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(in thousands)
Net income (loss)$5,318 $(2,512)$8,471 $(4,498)
Provision for income taxes
21 — 72 — 
Depreciation and amortization expenses3,517 3,395 9,641 9,417 
Interest income(280)(11)(331)(23)
EBITDA8,576 872 17,853 4,896 
Stock-based compensation1,601 2,297 7,172 10,389 
Change in fair value of warrant liability(585)460 (195)780 
Transaction related bonus expense
— 833 — 3,400 
Legal settlements and other legal costs1,172 1,470 4,685 3,003 
Reduction in force (recovery) expense— (7)— 194 
Asset impairment charges
— 8,382 — 8,382 
Discharge of a holdback obligation related to a prior acquisition
— (3,705)— (3,705)
Change in tax receivable agreement liability548 69 1,486 689 
Adjusted EBITDA$11,312 $10,671 $31,001 $28,028 
Average Monthly Net Revenues Per Paying Client
Average monthly net revenues per paying client measures how much clients, for the period of measurement, are willing to pay us for our subscription and additional offerings and the efficiency of the bid-auction process for our featured listings placements. We calculate this metric by dividing the average monthly net revenues for any particular period by the average monthly number of paying clients in the same respective period. The increase in our average monthly net revenues per paying client was due to sunset of certain products in December 2023, which had lower average monthly spending clients.
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Average monthly net revenues per paying client
$3,043 $2,874 $3,025 $2,831 
Average Monthly Paying Clients
We define average monthly paying clients as the monthly average of clients billed each month over a particular period (and for which services were provided). Our paying clients include both individual cannabis businesses as well as retail websites or businesses within a larger organization that have independent relationships with us, many of whom are owned by holding companies where decision-making is decentralized such that purchasing decisions are made, and relationships with us are located, at a lower organizational level. In addition, any client may choose to purchase multiple listing solutions for each of their retail websites or businesses.
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Average monthly paying clients for the three months ended September 30, 2024 decreased 6% to 5,100 average monthly paying clients from 5,414 average monthly paying clients in the same period in 2023. Average monthly paying clients for the nine months ended September 30, 2024 decreased 10% to 5,027 average monthly paying clients from 5,555 average monthly paying clients in the same period in 2023. The decrease in average monthly paying clients compared to the same periods in 2023 was primarily due to the removal of paying clients from our platform who have become delinquent, the impact on client count related to the sunset of certain products in December 2023, as well as expected client churn due to continued industry challenges, such as price deflation and ongoing consolidation.
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Average monthly paying clients5,100 5,414 5,027 5,555 
Factors Affecting Our Performance
Growth of Our Two-Sided Weedmaps Marketplace
We have historically grown through and intend to focus on continuing to grow through the expansion of our two-sided marketplace, which occurs through growth of the number and type of businesses and consumers that we attract to our platform. We believe that expansion of the number and types of cannabis businesses that choose to list on our platform will continue to make our platform more compelling for consumers and drive traffic and consumer engagement, which in turn will make our platform more valuable to cannabis businesses.
Growth and Retention of Our Paying Clients
Our revenue grows primarily through acquiring and retaining paying clients and increasing the revenue per paying client over time. We have a history of attracting new paying clients and increasing their annual spend with us over time, primarily due to the value they receive once they are onboarded and able to take advantage of the benefits of participating in our two-sided marketplace and leveraging our software solutions.
Prices of certain commodity products, including gas prices, are historically volatile and subject to fluctuations arising from changes in domestic and international supply and demand, labor costs, competition, market speculation, government regulations, trade restrictions and tariffs, inflation, the military conflict between Russia and Ukraine and the recent state of war between Israel and Hamas and the related risk of a larger regional conflict. Increasing prices in the component materials for the goods or services of our clients may impact their ability to maintain or increase their spend with us and their ability to pay their invoices on time. Rapid and significant changes in commodity prices may negatively affect our revenue if our clients are unable to mitigate inflationary increases through various customer pricing actions and cost reduction initiatives. This could also negatively impact our net dollar retention and our collections on accounts receivable.
Regulation and Maturation of Cannabis Markets
We believe that we will have significant opportunities for greater growth as more jurisdictions legalize cannabis for medical and/or adult-use and the regulatory environment continues to develop. Currently, thirty-nine states, the District of Columbia, Puerto Rico, the Virgin Islands, Guam and the Northern Mariana have legalized some form of cannabis use for certain medical purposes. Twenty-four of those states, the District of Columbia, Guam and Northern Mariana have legalized cannabis for adults for non-medical purposes as well (sometimes referred to as adult or recreational use). Eight additional states have legalized forms of low-potency cannabis, for select medical conditions. Only three states continue to prohibit cannabis entirely. We intend to explore new expansion opportunities as additional jurisdictions legalize cannabis for medical or adult use and leverage our business model informed by our 15-year operating history to enter new markets.
We also have a significant opportunity to monetize transactions originating from users engaging with a retailer on the Weedmaps marketplace or tracked via one of our Weedmaps for Business solutions. Given U.S. federal prohibitions on plant-touching businesses and our current policy not to participate in the chain of commerce associated with the sale of cannabis products, we do not charge take-rates or payment fees for transactions originating from users who engage with a retailer on the Weedmaps platform or tracked via one of our Weedmaps for Business solutions. A change in U.S. federal regulations could result in our ability to engage in such monetization efforts without adverse consequences to our business. A change in U.S. federal regulations could also increase access to capital and remove limitations of Section 280E of the Internal Revenue Code of 1986, as amended, thus allowing deduction or credit for certain expenses of cannabis business to increase our cash flow and liquidity, as well as those of many industry participants.
Our long-term growth depends on our ability to successfully capitalize on new and existing cannabis markets. Each market must reach a critical mass of both cannabis businesses and consumers for listing subscriptions, advertising placements and other
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solutions to have meaningful appeal to potential clients. As regulated markets mature and as we incur expenses to attract paying clients and convert non-paying clients to paying clients, we may generate losses in new markets for an extended period.
Furthermore, we compete with cannabis-focused and general two-sided marketplaces, internet search engines and various other newspaper, television and media companies and other software providers. We expect competition to intensify in the future as the regulatory regime for cannabis becomes more settled and the legal market for cannabis becomes more accepted, which may encourage new participants to enter the market, including established companies with substantially greater financial, technical and other resources than existing market participants. Our current and future competitors may also enjoy other competitive advantages, such as greater name recognition, more offerings and larger marketing budgets.
Brand Recognition and Reputation
We believe that maintaining and enhancing our brand identity and our reputation is critical to maintaining and growing our relationships with clients and consumers and to our ability to attract new clients and consumers. Historically, a substantial majority of our marketing spending was on out-of-home advertising on billboards, buses and other non-digital outlets. Starting in 2019, consistent with the overall shift in perceptions regarding cannabis, a number of demand-side digital advertising platforms allowed us to advertise online. We also invested in growing our internal digital performance advertising team. We believe there is an opportunity to improve market efficiency through digital channels and expect to shift our marketing spending accordingly. Over the longer term, we expect to shift and accelerate our marketing spend to additional online and traditional channels, such as broadcast television or radio, as they become available to us. Further, we have begun reinvesting in our own on-the-ground and field marketing presence and are increasing the types and cadence of client events. These events and in-store activations allow Weedmaps to engage with consumers at the point of purchase and also afford Weedmaps with the opportunity to engage directly with our clients, understand their needs and challenges and foster goodwill.
Negative publicity, whether or not justified, relating to events or activities attributed to us, our employees, clients or others associated with any of these parties, may tarnish our reputation and reduce the value of our brand. Given our high visibility and relatively long operating history compared to many of our competitors, we may be more susceptible to the risk of negative publicity. Damage to our reputation and loss of brand equity may reduce demand for our platform and have an adverse effect on our business, operating results and financial condition. Moreover, any attempts to rebuild our reputation and restore the value of our brand may be costly and time consuming, and such efforts may not ultimately be successful.
We also believe that the importance of our brand recognition and reputation will continue to increase as competition in our market continues to develop. If our brand promotion activities are not successful, our operating results and growth may be adversely impacted.
Investments in Growth
We intend to continue to make focused organic and inorganic investments to grow our revenue and scale operations to support that growth.
Given our long operating history in the United States and the strength of our network, often businesses will initially list on our platform without targeted sales or marketing efforts by us. However, we plan to accelerate our investments in marketing to maintain and increase our brand awareness through both online and offline channels. We also plan to invest in expanding our business listings thereby enhancing our client and consumer experience and improving the depth and quality of information provided on our platform. We also intend to continue to invest in several areas to continue enhancing the functionality of our Weedmaps for Business offering. We expect significant near-term investments to enhance our data assets and evolve our current listings and software offerings to our brand clients, among other areas. We anticipate undertaking such investments in order to be positioned to capitalize on the rapidly expanding cannabis market.
As operating expenses and capital expenditures fluctuate over time, we may accordingly experience short-term, negative impacts to our operating results and cash flows.
Components of Our Results of Operations
Net revenues
Our revenues are derived primarily from monthly subscriptions to Weedmaps for Business, featured and deal listings, other ad solutions and WM Dispatch. Our Weedmaps for Business subscriptions generally have one-month terms that automatically renew unless notice of cancellation is provided in advance. Featured and deal listings and other ad solutions are offered as add-on products to the Weedmaps for Business subscriptions. Featured and deal listings provide customers with premium placement ad solutions and discount and promotion pricing tools. Other ad solutions include banner ads and promotion tiles on the Company’s marketplace ad as well as other advertising products on and off the Weedmaps marketplace. We have a fixed inventory of featured listing and display advertising in each market, and price is generally determined through a competitive auction process that reflects local market demand. Revenues for these arrangements are recognized over-time, generally during
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a month-to-month subscription period as the products are provided. We rarely need to allocate the transaction price to separate performance obligations. In the rare case that allocation of the transaction price is needed, we recognize revenue in proportion to the standalone selling prices of the underlying services at contract inception.
Costs and Expenses
Our cost structure has two components: cost of revenues and operating expenses. Our operating expenses include costs related to selling and marketing, product development, general and administrative functions and depreciation and amortization. Certain of our costs and expenses, including those associated with the operation of our technical infrastructure as well as components of our operating expenses, are generally less variable in nature and may not correlate to changes in revenue.
Cost of Revenues (Exclusive of Depreciation and Amortization)
Cost of revenues excludes depreciation and amortization expense and primarily consists of web hosting, internet service and credit card processing costs. Cost of revenues is primarily driven by fluctuations in revenue leading to increases or decreases in credit card processing and web hosting cost. We expect our cost of revenue to continue to increase on an absolute basis and remain relatively flat as a percentage of revenue as we scale our business and inventory costs related to multi-media offerings.
Selling and Marketing Expenses
Selling and marketing expenses consist of salaries and benefits, stock-based compensation expense, travel expense and incentive compensation for our sales and marketing employees. In addition, sales and marketing expenses include customer acquisition marketing, events cost and branding and advertising costs. Over the longer term, we expect sales and marketing expense to increase in a manner consistent with revenue growth, however, we may experience fluctuations in some periods as we enter and develop new markets or have large one-time marketing projects.
Product Development Expenses
Product development costs consist of salaries and benefits and stock-based compensation expense for employees, including engineering and technical teams who are responsible for building new products, as well as maintaining and improving existing products. Product development costs that do not meet the criteria for capitalization are expensed as incurred. Amortization expense related to capitalized software development cost is included in depreciation, amortization and asset impairment expense in the consolidated statements of operations. We believe that continued investment in our platform is important for our growth and expect our product development expenses will increase in a manner consistent with revenue growth as our operations grow.
General and Administrative Expenses
General and administrative expenses consist primarily of payroll, benefit costs and stock-based compensation expense for our employees involved in general corporate functions including our senior leadership team as well as costs associated with the use by these functions of software and facilities and equipment, such as rent, insurance and other occupancy expenses. General and administrative expenses also include provision (recovery) for credit losses and professional and outside services related to legal and other consulting services. General and administrative expenses are primarily driven by headcount required to support our business and meet our obligations as a public company. We expect general and administrative expenses to decline as percentage of revenue as we scale our business and leverage investments in these areas.
Depreciation and Amortization Expenses
Depreciation and amortization expenses primarily consist of depreciation on computer equipment, furniture and fixtures, leasehold improvements, capitalized software development costs and amortization of intangibles. We expect depreciation and amortization expenses to increase on an absolute basis for the foreseeable future as we scale our business.
Asset Impairment Charges
Asset impairment charges primarily consist of impairment of ROU assets related to our operating leases, impairment of intangible assets, impairment of equity securities and impairment of property and equipment.
Other Income (Expense), Net
Other income (expense), net consists primarily of change in fair value of warrant liability, TRA liability remeasurement, discharge of a holdback obligation related to a prior acquisition, interest income and other tax related expenses.
Provision for Income Taxes
We account for income taxes pursuant to the asset and liability method which requires the recognition of deferred income tax assets and liabilities related to the expected future tax consequences arising from temporary differences between the carrying amounts and tax bases of assets and liabilities based on enacted statutory tax rates applicable to the periods in which the
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temporary differences are expected to reverse. Any effects of changes in income tax rates or laws are included in income tax expense in the period of enactment. A valuation allowance is recognized if we determine it is more-likely-than-not that all or a portion of a deferred tax asset will not be recognized. In making such determination, we consider all available evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent and expected future results of operation. See Note 2, “Summary of Significant Accounting Policies” to our condensed consolidated financial statements for further information.
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Results of Operations
The following tables set forth our results of operations for the periods presented and express the relationship of certain line items as a percentage of net sales for those periods. The period-to-period comparison of financial results is not necessarily indicative of future results.
Three Months Ended September 30,Nine Months Ended September 30,
2024
2023
As Restated1
2024
2023
As Restated1
(in thousands)
Net revenues
$46,552 $46,687 $136,844 $141,526 
Costs and expenses
Cost of revenues (exclusive of depreciation and amortization)2,182 3,015 6,729 9,748 
Sales and marketing9,671 11,544 30,374 36,171 
Product development9,484 7,748 28,355 27,882 
General and administrative16,494 18,151 51,549 55,839 
Depreciation and amortization3,517 3,395 9,641 9,417 
Asset impairment charges— 8,382 — 8,382 
Total costs and expenses41,348 52,235 126,648 147,439 
Operating income (loss)5,204 (5,548)10,196 (5,913)
Other income (expense), net:
Change in fair value of warrant liability585 (460)195 (780)
Change in tax receivable agreement liability(548)(69)(1,486)(689)
Other income (expense)98 3,565 (362)2,884 
Income (loss) before income taxes5,339 (2,512)8,543 (4,498)
Provision for income taxes
21 — 72 — 
Net income (loss) 5,318 (2,512)8,471 (4,498)
Net income (loss) attributable to noncontrolling interests1,986 (974)3,183 (1,711)
Net income (loss) attributable to WM Technology, Inc.$3,332 $(1,538)$5,288 $(2,787)
___________________________
1. For the three and nine months ended September 30, 2023, net revenues and general and administrative expenses have been retrospectively adjusted to reflect the restatement of previously reported revenue and credit losses. See Note 2, “Summary of Significant Accounting Policies,” for further information.
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Three Months Ended September 30,Nine Months Ended September 30,
2024
2023
As Restated1
2024
2023
As Restated1
Net revenues100 %100 %100 %100 %
Costs and expenses
Cost of revenues (exclusive of depreciation and amortization)5 %6 %5 %7 %
Sales and marketing21 %25 %22 %26 %
Product development20 %17 %21 %20 %
General and administrative35 %39 %38 %39 %
Depreciation and amortization8 %7 %7 %7 %
Asset impairment charges0 %18 %0 %6 %
Total costs and expenses89 %112 %93 %104 %
Operating income (loss)11 %(12)%7 %(4)%
Other income (expense), net:
Change in fair value of warrant liability1 %(1)%0 %(1)%
Change in tax receivable agreement liability(1)%— %(1)%0 %
Other income (expense)0 %8 %0 %2 %
Income (loss) before income taxes11 %(5)%6 %(3)%
Provision for income taxes0 %0 %0 %0 %
Net income (loss) 11 %(5)%6 %(3)%
Net income (loss) attributable to noncontrolling interests4 %(2)%2 %(1)%
Net income (loss) attributable to WM Technology, Inc.7 %(3)%4 %(2)%
___________________________
1. For the three and nine months ended September 30, 2023, net revenues and general and administrative expenses have been retrospectively adjusted to reflect the restatement of previously reported revenue and credit losses. See Note 2, “Summary of Significant Accounting Policies,” for further information.
Comparison of Three Months Ended September 30, 2024 and 2023
Net Revenues
Three Months Ended September 30,Change
2024
2023
As Restated1
($)(%)
(dollars in thousands)
Net revenues
$46,552 $46,687 $(135)— %
___________________________
1. For the three months ended September 30, 2023, net revenues has been retrospectively adjusted to reflect the restatement of previously reported revenue. See Note 2, “Summary of Significant Accounting Policies,” for further information.
Net revenues decreased by $0.1 million or less than 0.1% for the three months ended September 30, 2024 compared to the same period in 2023. The decrease was primarily due to a decrease in net revenues from our Featured Listing and WM Deal products of $2.7 million driven by our clients continuing to face constrained marketing budgets, the ongoing consolidation of our industry, partially offset by an increase in net revenues from our Weedmaps for Business and other SaaS solutions of $2.7 million driven by favorable pricing changes partially offset by a loss in revenue from products that were sunset in December 2023.
For the three months ended September 30, 2024, Featured Listing and WM Deal products, Weedmaps for Business and other ad solutions represented approximately 63%, 29% and 8% of our total net revenues, respectively.
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Costs and Expenses
The following table shows our total costs and expenses:
Three Months Ended September 30,Change
2024
2023
As Restated1
($)(%)
(dollars in thousands)
Cost of revenues$2,182 $3,015 $(833)(28)%
Sales and marketing9,671 11,544 (1,873)(16)%
Product development9,484 7,748 1,736 22 %
General and administrative16,494 18,151 (1,657)(9)%
Depreciation and amortization3,517 3,395 122 4 %
Asset impairment charges— 8,382 (8,382)(100)%
Total costs and expenses$41,348 $52,235 $(10,887)(127)%
___________________________
1. For the three months ended September 30, 2023, general and administrative expenses have been retrospectively adjusted to reflect the restatement of previously reported credit losses. See Note 2, “Summary of Significant Accounting Policies,” for further information.
Cost of Revenues
The decrease in cost of revenues was primarily related to a decrease of $0.6 million for cost of revenues associated with multi-channel marketing and cloud communication platforms, primarily due to the sunset in December 2023 of WM CRM, WM Screens and WM AdSuite and a decrease of $0.2 million in server costs.
Sales and Marketing Expenses
The decrease in sales and marketing expenses was primarily related to decreases in personnel-related costs of $0.4 million, decrease in advertising expense of $1.2 million and a decrease in event expense of $0.3 million. The decrease in personnel-related costs was primarily driven by lower headcount resulting in decreases in salaries and wages of $0.4 million, stock-based compensation expense of $0.2 million and payroll tax expense of $0.1 million, partially offset by increases in bonus and commission expense of $0.3 million.
Product Development Expenses
The increase in product development expenses was primarily due to an increase in contracted outside services expense of $0.6 million and an increase in personnel-related costs of $1.1 million. The increase in personnel-related costs was primarily due to increases in salaries and bonus expense of $1.1 million driven by lower capitalized software development costs compared to the same period in 2023, resulting in an increase in net salaries and wages expense.
General and Administrative Expenses
The decrease in general and administrative expenses was primarily due to decreases in salaries and wages of $0.2 million, stock-based compensation expense of $0.5 million, employee benefits of $0.2 million, rent expense of $0.5 million due to lease modification and termination, professional legal and audit services of $0.4 million, facilities expense of $0.8 million, software expense of $0.3 million, and insurance expense of $0.3 million, partially offset by increases in bonus expense of $0.5 million, outside service expense of $0.2 million, office expense of $0.5 million and provision for credit losses of $0.1 million, payroll tax of $0.1 million and severance of $0.1 million.
Depreciation and Amortization Expenses
The increase in depreciation and amortization expense was primarily due to an increase in capitalized software amortization, partially offset by a decrease in amortization of intangible assets.
Asset Impairment Charges
The decrease in asset impairment charges was primarily due to $8.3 million in impairment of intangible assets and property and equipment associated with the sunset of certain product offerings in December 2023.
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Other Income (Expense), net
Three Months Ended September 30,Change
20242023($)(%)
(dollars in thousands)
Change in fair value of warrant liability$585 $(460)$1,045 (227)%
Change in tax receivable agreement liability(548)(69)(479)694 %
Other income (expense)98 3,565 (3,467)97 %
Other income (expense), net$135 $3,036 $(2,901)(96)%
The decrease in other income (expense), net was primarily due to favorable changes in fair value of warrant liability of $1.0 million, a decrease in TRA liability of $0.5 million and a decrease in other income of $3.5 million, primarily due to a non-cash gain recorded in September 2023 of $3.7 million associated with the discharge of a holdback obligation related to a prior acquisition.
Provision for Income Taxes
Three Months Ended September 30,Change
20242023($)(%)
(dollars in thousands)
Provision for income taxes
$21 $— $21 N/M
________________________________
N/M – Not meaningful
For the three months ended September 30, 2024, we recorded $21 thousand in income tax provisions due to the impact of the full valuation allowance on its net deferred assets. See Note 2, “Summary of Significant Accounting Policies,” for further information.
Comparison of Nine Months Ended September 30, 2024 and 2023
Net Revenues
Nine Months Ended September 30,Change
2024
2023
As Restated1
($)(%)
(dollars in thousands)
Net revenues
$136,844 $141,526 $(4,682)(3)%
___________________________
1. For the nine months ended September 30, 2023, net revenues has been retrospectively adjusted to reflect the restatement of previously reported revenue. See Note 2, “Summary of Significant Accounting Policies,” for further information.
Net revenues decreased by $4.7 million, or 3%, for the nine months ended September 30, 2024 compared to the same period in 2023. The decrease was primarily due to a decrease in net revenues from our Featured Listing and WM Deal products of $11.0 million driven by our clients continuing to face constrained marketing budgets, the ongoing consolidation of our industry, partially offset by an increase in net revenues from our Weedmaps for Business and other SaaS solutions of $6.4 million driven by favorable pricing changes partially offset by a loss in revenue from products that were sunset in December 2023.
For nine months ended September 30, 2024, Featured Listing and WM Deal products, Weedmaps for Business and other ad solutions represented approximately 63%, 29% and 8% of our total net revenues, respectively.
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Costs and Expenses
The following table shows our total costs and expenses:
Nine Months Ended September 30,Change
2024
2023
As Restated1
($)(%)
(dollars in thousands)
Cost of revenues$6,729 $9,748 $(3,019)(31)%
Sales and marketing30,374 36,171 (5,797)(16)%
Product development28,355 27,882 473 2 %
General and administrative51,549 55,839 (4,290)(8)%
Depreciation and amortization9,641 9,417 224 2 %
Asset impairment charges— 8,382 (8,382)(100)%
Total costs and expenses$126,648 $147,439 $(20,791)(151)%
___________________________
1. For the nine months ended September 30, 2023, general and administrative expenses have been retrospectively adjusted to reflect the restatement of previously reported credit losses. See Note 2, “Summary of Significant Accounting Policies,” for further information.
Cost of Revenues
The decrease in cost of revenue was primarily related to a decrease of $2.3 million for cost of revenues associated with multi-channel marketing and cloud communication platforms primarily due to the sunset in December 2023 of WM CRM, WM Screens and WM AdSuite and a decrease of $0.7 million in server costs.
Sales and Marketing Expenses
The decrease in sales and marketing expenses was primarily due to a decrease in personnel-related costs of $5.6 million, a decrease in outside services of $0.4 million and a decrease in advertising expense of $0.7 million, partially offset by an increase in event expense of $0.2 million and an increase in print and products expense of $0.7 million. The decrease in personnel-related costs was primarily driven by lower headcount resulting in decreases in salaries and wages of $2.5 million, bonus expense of $1.8 million, payroll taxes of $0.3 million and $1.0 million in stock-based compensation expense.
Product Development Expenses
The increase in product development expenses was due to an increase in outside service expense of $1.8 million and an increase in travel and entertainment expense of $0.1 million partially offset by a decrease in personnel-related costs of $1.4 million. The decrease in personnel-related costs was primarily due to decreases in salaries and wages of $1.0 million, driven by a decline in headcount, partially offset by lower capitalized software development costs compared to the same period in 2023 and stock-based compensation expense of $0.4 million.
General and Administrative Expenses
The decrease in general and administrative expenses was primarily due to a decrease in personnel-related costs of $3.0 million, a decrease in facilities expense of $1.7 million, a decrease in insurance expense of $1.4 million, a decrease in rent expense of $0.8 million, a decrease in software expense of $0.9 million and a decrease in provision for credit losses of $0.1 million, partially offset by $1.5 million charge recorded in the second quarter of 2024 related to potential settlement of an SEC matter, increases in professional legal and audit services of $0.5 million, an increase in office expense of $0.5 million, an increase in promotional expense of $0.2 million and an increase in outside service expense of $0.9 million.
The decrease in personnel-related costs was primarily driven by lower headcount resulting into a decrease in salaries and wages of $1.2 million, a decrease in severance costs of $0.5 million, a decrease in stock-based compensation expense of $1.8 million, a decrease in employee benefit expense of $0.4 million, partially offset by an increase in bonus expense of $0.8 million and an increase in payroll tax expense of $0.1 million. See Note 4, “Commitments and Contingencies” to these condensed consolidated financial statements for additional information related to the potential settlement of an SEC matter.
Depreciation and Amortization Expenses
The decrease in depreciation and amortization expense was primarily due to an increase in capitalized software amortization, partially offset by a decrease in amortization of intangible assets.
Asset Impairment Charges
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The decrease in asset impairment charges was primarily due to $8.3 million in impairment of intangible assets and property and equipment associated with the sunset of certain product offerings in December 2023.
Other Income (Expense), net
Nine Months Ended September 30,Change
20242023($)(%)
(dollars in thousands)
Change in fair value of warrant liability$195 $(780)975 (125)%
Change in tax receivable agreement liability(1,486)(689)(797)116 %
Other income (expense)(362)2,884 (3,246)(113)%
Other (expense) income, net$(1,653)$1,415 $(3,068)(217)%
The decrease in other income (expense) net was primarily due to favorable changes in fair value of warrant liability of $1.0 million, partially offset by an increase in TRA liability of $0.8 million and a decrease in other expense of $3.2 million, primarily due to a non-cash gain recorded in September 2023 of $3.7 million associated with the discharge of a holdback obligation related to a prior acquisition.
Provision for Income Taxes
Nine Months Ended September 30,Change
20242023($)(%)
(dollars in thousands)
Provision for income taxes
$72 $— $72 N/M
________________________________
N/M – Not meaningful
For the nine months ended September 30, 2024, we recorded $72 thousand in income tax provisions due to the impact of the full valuation allowance on our net deferred assets. See Note 2, “Summary of Significant Accounting Policies,” for further information.
Seasonality
The cannabis industry has certain industry holidays that in recent years have resulted in increased purchases by cannabis consumers. Such “holidays” include, but are not limited to 420, July 10th and the Wednesday before Thanksgiving (“Green Wednesday”). Likewise, our clients will typically increase their spend heading into these events. We also typically invest in marketing spend around these holidays which can create some seasonality in our sales and market expenses from quarter to quarter. While seasonality has not had a significant impact on our results in the past, our clients may experience seasonality in their businesses which in turn can impact the revenue generated from them. Our business may become more seasonal in the future and historical patterns in our business may not be a reliable indicator of future performance.
Liquidity and Capital Resources
The following tables show our cash, accounts receivable and working capital as of the dates indicated:
September 30, 2024December 31, 2023
(dollars in thousands)
Cash$45,043 $34,350 
Accounts receivable, net$7,907 $11,158 
Working capital$31,577 $17,771 
As of September 30, 2024 and December 31, 2023, we had cash of $45.0 million and $34.4 million, respectively. Our funds are being used for funding our current operations and potential strategic acquisitions in the future. We also intend to increase our capital expenditures to support the organic growth in our business and operations. We expect to fund our liquidity requirements from cash and working capital on hand at September 30, 2024, as well as from cash provided by operating activities. We believe that our existing cash and cash generated from operations will be sufficient to meet our anticipated cash needs for at least the next 12 months. However, our liquidity assumptions may prove to be incorrect, and we could exhaust our available financial resources sooner than we currently expect. We may seek to raise additional funds at any time through equity, equity-linked or debt financing arrangements. Our future capital requirements and the adequacy of available funds will depend on
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many factors. We may not be able to secure additional financing to meet our operating requirements on acceptable terms, or at all.
Sources of Liquidity
We primarily finance our operations and capital expenditures through cash flows generated by operations. To the extent existing cash and investments and cash from operations are not sufficient to fund future activities, we may need to raise additional funds. We may seek to raise additional funds through equity, equity-linked or debt financings. If we raise additional funds through the incurrence of indebtedness, such indebtedness may have rights that are senior to holders of our equity securities and could contain covenants that restrict operations. Any additional equity financing may be dilutive to stockholders. We may enter into investment or acquisition transactions in the future, which could require us to seek additional equity financing, incur indebtedness, or use cash resources.
Cash Flows
Nine Months Ended September 30,
20242023
(dollars in thousands)
Net cash provided by operating activities$27,275 $12,410 
Net cash used in investing activities$(9,499)$(8,870)
Net cash used in financing activities$(7,083)$(4,402)
Net Cash Provided by Operating Activities
Cash from operating activities consists primarily of net income (loss) adjusted for certain non-cash items, including depreciation and amortization, change in fair value of warrant liability, change in TRA liability, amortization of right-of-use lease assets, stock-based compensation, asset impairment charges, gain on lease termination, provision (recovery) for credit losses and the effect of changes in working capital.
Net cash provided by operating activities for the nine months ended September 30, 2024 was $27.3 million, which resulted from a net income of $8.5 million, together with net cash outflows of $2.2 million from changes in operating assets and liabilities, and non-cash items of $21.0 million, consisting of depreciation and amortization of $9.6 million, change in TRA liability of $1.5 million, amortization of right-of-use lease assets of $3.3 million, stock-based compensation of $7.2 million, partially offset by change in fair value of warrant liability of $0.2 million, gain on lease termination of $0.1 million and provision (recovery) for credit losses of $0.3 million. Net cash outflows from changes in operating assets and liabilities was primarily due to an increase in prepaid expenses and other current assets of $0.4 million, a decrease in accounts payable and accrued expenses of $1.2 million, a decrease in deferred revenue of $0.2 million and a decrease in operating lease liabilities of $5.0 million, partially offset by a decrease in accounts receivable of $3.5 million and a decrease in other assets of $1.0 million. The changes in operating assets and liabilities are mostly due to fluctuations in timing of cash receipts and payments.
Net cash provided by operating activities for the nine months ended September 30, 2023 was $12.4 million, which resulted from net loss of $4.5 million, together with net cash outflows of $12.5 million from changes in operating assets and liabilities, and non-cash items of $29.4 million, consisting of depreciation and amortization of $9.4 million, fair value of warrant liability of $0.8 million, change in TRA liability of $0.7 million, amortization of right-of-use lease assets of $3.7 million, asset impairment charges of $8.4 million and stock-based compensation of $10.4 million, partially offset by gain from the discharge of a holdback obligation related to a prior acquisition of $3.7 million and provision (recovery) for credit losses of $0.2 million. Net cash outflows from changes in operating assets and liabilities were primarily due to a decrease in accounts payables and accrued expenses of $15.4 million, a decrease in operating lease liabilities of $4.7 million and a decrease in deferred revenue of $0.2 million, partially offset by a decrease in accounts receivables of $5.3 million and a decrease in prepaid expenses and other current assets of $2.4 million. The changes in operating assets and liabilities are mostly due to fluctuations in timing of cash receipts and payments.
Net Cash Used in Investing Activities
Net cash used in investing activities for the nine months ended September 30, 2024 was $9.5 million, which resulted from $9.5 million cash paid for capital expenditures which includes purchases of property and equipment, including certain capitalized software development cost.
Net cash used in investing activities for the nine months ended September 30, 2023 was $8.9 million, which resulted from $8.9 million cash paid for capital expenditures which includes purchases of property and equipment, including certain capitalized software development cost.
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Net Cash Used in Financing Activities
Net cash outflows from financing activities for the nine months ended September 30, 2024 was $7.1 million, which primarily consists of $7.3 million in distributions payments to members of WMH LLC, $0.1 million in TRA payments and $0.3 million in proceeds from collection of related party note receivable.
Net cash outflows from financing activities for nine months ended September 30, 2023 was $4.4 million, which primarily consists of $1.5 million in repayments of insurance premium financing and $3.2 million in distributions payments to members of WMH LLC and $0.3 million in proceeds from collection of related party note receivable.
Critical Accounting Policies and Estimates
The Company had no significant changes to our critical accounting policies and estimates from those disclosed in “Part I. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023 that was filed with the SEC on May 24, 2024.
Critical Accounting Estimates
Goodwill and Intangible Assets
Assets and liabilities acquired from acquisitions are recorded at their estimated fair values. The excess of the purchase price over the estimated fair values of the net assets acquired, including identifiable intangible assets, is recorded as goodwill. The accounting for goodwill and intangible assets requires us to make significant judgement, estimates and assumptions. Significant estimates and assumptions in valuing acquired intangible assets and liabilities include projected cash flows attributable to the assets or liabilities, asset useful lives and discount rates.
Goodwill is not amortized and is subject to annual impairment testing, or between annual tests if an event or change in circumstance occurs that would more likely than not reduce the fair value of a reporting unit below its carrying value. Goodwill is assessed for impairment annually on December 31. For the year ended December 31, 2023, in accordance with our annual assessment policy, we opted to bypass the qualitative assessment and performed a quantitative assessment to test goodwill for impairment. As part of our impairment assessment, the fair value of the reporting unit is estimated using a discounted cash flow valuation which incorporates assumptions regarding long-term growth rates, revenue and earnings projections, estimation of cash flows, discount rates and other factors. Changes in these inputs could materially affect the results of our impairment review. In conducting our quantitative assessment, we determined that the fair value of our goodwill substantially exceeded its carrying amount by approximately 18%, and as a result, no impairment existed as of the annual assessment date of December 31, 2023. If our forecasts of cash flows or other key inputs are negatively revised in the future, the estimated fair value of the reporting unit would be adversely impacted, potentially leading to an impairment in the future that could materially affect our operating results. No goodwill impairment charges were recorded for the three and nine months ended September 30, 2024 and 2023.
Intangible assets deemed to have finite lives are amortized on a straight-line basis over their estimated useful lives, where the useful life is the period over which the asset is expected to contribute directly, or indirectly, to our future cash flows. Intangible assets are reviewed for impairment on an interim basis when certain events or circumstances exist. For amortizable intangible assets, impairment exists when the carrying amount of the intangible asset exceeds its fair value. At least annually, the remaining useful life is evaluated. We recorded an impairment charge of $6.1 million for the three and nine months ended September 30, 2023 related to intangible assets associated with certain product offerings that were sunset in December 2023, which is included in asset impairment charges in the condensed consolidated statements of operations. There were no goodwill or intangible asset impairment charges recorded for the three and nine months ended September 30, 2024.
See Note 2, “Summary of Significant Accounting Policies,” and Note 6, “Intangible Assets,” to these condensed consolidated financial statements for additional information.
Recent Accounting Pronouncements
We have reviewed all recently issued standards and have determined that, other than as disclosed in Note 2, “Summary of Significant Accounting Policies,” such standards will not have a material impact on our condensed consolidated financial statements or do not otherwise apply to our current operations.
Item 3.    Quantitative and Qualitative Disclosures about Market Risk
The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this Item.
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Item 4.    Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
With the foregoing in mind, our chief executive officer and chief financial officer (“Certifying Officers”) evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2024, pursuant to Rule 13a-15(b) under the Exchange Act. Based on the evaluation, our chief executive officer and chief financial officer have concluded that as of September 30, 2024, our disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial reporting described below.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP and includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and the dispositions of our assets; (2) provide reasonable assurance that our transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that our receipts and expenditures are being made only in accordance with appropriate authorizations; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Under the supervision of and with the participation of our management, we assessed the effectiveness of our internal control over financial reporting as of December 31, 2023, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on the evaluation, our chief executive officer and chief financial officer have concluded that as of December 31, 2023, our internal control over financial reporting was not effective due to the material weaknesses in internal control over financial reporting described below.
Material Weaknesses
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
As disclosed in our Annual Report on Form 10K for the year ended December 31, 2023, the following entity-level material weaknesses have been identified: We did not fully maintain components of the COSO framework, including elements of the control environment, risk assessment, information and communication and monitoring activities components, relating to (i) developing general control activities over technology to support the achievement of objectives across the entity, (ii) sufficiency
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of processes related to identifying and analyzing risks to the achievement of objectives, including technology, across the entity, and (iii) sufficiency of selecting and developing control activities that contribute to the mitigation of risks to the achievement of objectives to acceptable levels.
The entity-level material weaknesses contributed to other material weaknesses within our system of internal control over financial reporting as follow:
•We did not design and maintain effective information technology (IT) general controls for certain information systems supporting our key financial reporting processes. Specifically, we did not design, implement and maintain (a) change management controls to ensure that program and data changes affecting financial applications and underlying accounting records are identified, tested, authorized and implemented appropriately, (b) access controls to ensure appropriate IT segregation of duties are maintained that adequately restrict and segregate privileged access between environments which support development and production, and (c) controls to monitor on an on-going basis for the proper segregation of privileged access between environments which support development and production. As a result, IT application controls and business process controls that are dependent on the ineffective IT general controls, or that rely on data produced from systems impacted by the ineffective IT general controls, are also deemed ineffective, which affects substantially all of our financial statement account balances and disclosures.
•We did not design and maintain effective information technology (IT) general controls for certain information systems supporting our key financial reporting processes. Specifically, we did not design, implement and maintain sufficient change management, security, and operations controls for certain in-scope on-premise applications and vendor-supported applications.
•We did not design and maintain effective process-level controls related to the order-to-cash cycle (including revenues, accounts receivables, and deferred revenue), procure-to-pay-cycle (including operating expenses, prepaid expenses and other current assets, accounts payable and accrued expenses), capitalized software, and long-term assets. The material weakness related to the order-to-cash cycle resulted in an inadequate policy associated with our revenue recognition policies related to the cash collection of a certain subset of our customers that had been placed on a cash basis and, in turn, the restatement of our unaudited condensed consolidated financial statements in our prior three quarters reported in 2023 as of and for the three months ended March 31, 2023, six months ended June 30, 2023 and nine months ended September 30, 2023 included in our quarterly reports on Form 10-Q for the corresponding periods. Additionally, this material weakness could result in a misstatement of any account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022, we identified a material weakness in internal control related to ineffective IT general controls in the areas of user access and program change-management over certain information technology systems that support our financial reporting processes. We took measures to remediate this material weakness, specifically by undertaking the following measures:
•removing developers’ administrative access from production systems;
•removing the ability for certain users, including developers, to access other users’ accounts; and
•implementing audit trails to log and monitor system configuration and data changes made by users to detect erroneous or unauthorized changes.
Our remediation efforts concluded as of June 30, 2023 when we determined that the above measures had been implemented. As of July 2023, administrative access to the sandbox environment where development activities take place was extended to users with administrative access to the production environment, thereby negating the remediation efforts taken. This access was not subject to our monthly monitoring control activity and persisted through the remainder of fiscal 2023. The lack of successful completion of our remediation efforts related to this material weakness identified for the year ended December 31, 2022 is reflected in the first bullet of our 2023 material weaknesses discussed above.
Remediation
We have begun the process of and are focused on designing and implementing effective internal controls to improve our internal controls over financial reporting and remediate the material weakness, including;
•the recruitment of additional personnel with extensive knowledge of GAAP,
•implementation of a new ERP system,
•strengthening IT governance and designing IT general controls including program change management, accessing and restricting user access to our internal systems used for financial reporting and accessing.
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Until the remediation plan is fully implemented, tested, and deemed effective we cannot assure that our actions will adequately remediate the material weaknesses or that additional material weaknesses in our internal controls will not be identified in the future. If we are unable to remediate the material weaknesses, our ability to record, process and report financial information accurately, and to prepare financial statements within the time periods specified by the rules and forms of the SEC, could be adversely affected and could reduce the market’s confidence in our financial statements and harm our stock price.

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Part II - Other Information
Item 1.    Legal Proceedings
The information set forth under "Commitments and Contingencies—Litigation" in Note 4 of the notes to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q is incorporated by reference into this Item 1.
On October 17, 2024, a putative shareholder class action complaint, captioned Seret Ishak v. WM Technology, Inc. et al., No. 2:24-cv-08959, was filed in the U.S. District Court for the Central District of California, naming us and certain former and current officers and/or directors of the Company and Silver Spike Acquisition Corp. (“Silver Spike”) as defendants. The lawsuit alleges that we made material misrepresentations and/or omissions of material fact relating to historical public reporting of MAUs in violation of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder. The putative class action is brought on behalf of persons or entities who purchased or otherwise acquired our securities between May 25, 2021, and September 24, 2024, inclusive, and seeks unspecified monetary damages on behalf of the putative class and an award of costs and expenses, including attorney’s fees.
At this early stage of the proceedings, we are unable to make any prediction regarding the outcome of the litigation.
As previously disclosed, in the second quarter of 2022, our board of directors received an internal complaint regarding the calculation, definition and reporting of our monthly active users (“MAUs”) metric. In response, our board of directors formed a special committee of independent directors to conduct an internal investigation with the assistance of outside counsel. As a result of the findings of that internal investigation, we provided certain additional information regarding the growth and nature of our previously-reported MAUs in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 filed with the SEC on August 9, 2022. This investigation found no impact on our financial results under accounting principles generally accepted in the United States of America (“GAAP”) or the reporting or disclosure of any currently disclosed non-GAAP financial metric. As also previously reported, in the third quarter of 2022, we determined not to report MAUs going forward. In August 2022, our board of directors determined to voluntarily report the internal complaint and subsequent internal investigation to the SEC, following which the SEC’s Division of Enforcement commenced an investigation. We have been fully cooperating with that investigation.
As also previously reported in the Current Report on Form 8-K filed on July 25, 2024, on July 22, 2024, we reached an agreement in principle with the SEC staff to resolve the SEC investigation with respect to the Company. Under the terms of the settlement, we consented, without admitting or denying the SEC’s findings, to the entry of an administrative cease-and-desist order finding violations of Sections 17(a)(2) and (3) of the Securities Act of 1933, as amended, Sections 13(a), and 14(a) of the Securities Exchange Act of 1934, as amended, and Rules 12b-20, 13a-1, 13a-11, 13a-13, and 14a-9 thereunder, and to pay a civil money penalty of $1.5 million. The settlement was approved by the SEC, and the administrative cease-and-desist order was entered in September 2024. We issued payment to the SEC, and it was received by the SEC, in October 2024. Accordingly, the SEC enforcement matter is concluded with respect to the Company.
Further, on November 8, 2024, a shareholder derivative action, captioned DeGennaro v. Francis, et. al, Case No. 8:24-cv-02454 was filed in the U.S. District Court for the Central District of California against certain members of our Board of Directors and certain former and current officers. The plaintiff purports to bring the action derivatively on behalf of the Company, and the Company is a nominal defendant in the action. The derivative complaint alleges, among other things, that the individual defendants authorized or permitted materially false statements and/or material omissions of fact relating to historical public reporting of MAUs. The derivative complaint asserts claims for violations of Section 10(b) of the Exchange Act as well as claims for breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment, and waste of corporate assets. The derivative complaint seeks unspecified damages on behalf of the Company, disgorgement or restitution, corporate governance reforms, declaratory relief, and an award of costs and expenses to the derivative plaintiff, including attorneys’ fees.
Additionally, from time to time, we are involved in legal proceedings and subject to claims that arise in the ordinary course of business. Although the results of legal proceedings and claims cannot be predicted with certainty, to our knowledge we are not currently party to any legal proceedings which, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, cash flows or financial condition. We also pursue litigation to protect our legal rights and additional litigation may be necessary in the future to enforce our intellectual property and our contractual rights, to protect our confidential information or to determine the validity and scope of the proprietary rights of others.
Item 1A.    Risk Factors
Investment in our securities involves risk. An investor or potential investor should consider the risks summarized below and under the caption “Risk Factors” in Part I, Item 1A. of our Annual Report on Form 10-K for the year ended December 31, 2023 (our “2023 Form 10-K”) and of Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (our “Prior 10-Q”) when
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making investment decisions regarding our securities. Except for the risk factors discussed below, we do not believe that there have been any material changes to the risk factors disclosed in our 2023 Form 10-K and Prior 10-Q.
Litigation or legal proceedings could expose us to significant liabilities and have a negative impact on our reputation or business.
From time to time, we may be party to various claims and legal proceedings. For example, in August 2022, our board of directors determined to voluntarily report an internal complaint and subsequent internal investigation to the SEC. Since that date, we have responded to subpoenas from the SEC’s Division of Enforcement and on July 22, 2024, we reached an agreement in principle with the SEC staff to resolve the SEC staff’s investigation with respect to the Company. The settlement was approved by the SEC, and the administrative cease-and-desist order was entered in September 2024. In addition, on October 17, 2024, a putative shareholder class action complaint, captioned Seret Ishak v. WM Technology, Inc. et al., No. 2:24-cv-08959, was filed in the U.S. District Court for the Central District of California, naming us and certain former and current officers and/or directors of the Company and Silver Spike as defendants. The lawsuit alleges that we made material misrepresentations and/or omissions of material fact relating to historical public reporting of MAUs. In addition, on November 8, 2024, a shareholder derivative action, captioned DeGennaro v. Francis, et. al, Case No. 8:24-cv-02454, was filed in the U.S. District Court for the Central District of California against certain members of our Board of Directors and certain former and current officers. The derivative complaint alleges that the individual defendants authorized or permitted materially false statements and/or material omissions of fact relating to historical public reporting of MAUs. See Part II, Item 1 of this Quarterly Report on Form 10-Q, titled “Legal Proceedings” for more information regarding this litigation.
Regardless of the outcome, such proceedings can have an adverse impact on us because of legal costs, penalties and other sanctions, diversion of management resources, negative publicity and reputational harm and other factors.
Even when not merited, the defense of any lawsuits or legal proceedings, including potential securities litigation, is expensive and may divert management’s attention, and we may incur significant expenses in defending any lawsuits or legal proceedings. The results of litigation and other legal proceedings are inherently uncertain, and adverse judgments or settlements in some of these legal disputes may result in adverse monetary damages, penalties or injunctive relief against us, which could negatively impact our financial position, cash flows or results of operations. We evaluate all claims and proceedings to assess the likelihood of unfavorable outcomes and to estimate, if probable and estimable, the amount of potential losses. Based on these assessments and estimates, we may establish reserves, as appropriate. These assessments and estimates are based on the information available to management at the time and involve a significant amount of management judgment. Actual outcomes or losses may differ materially from our assessments and estimates.
Furthermore, while we maintain insurance for certain potential liabilities, such insurance does not cover all types and amounts of potential liabilities and is subject to various exclusions as well as caps on amounts recoverable. Even if we believe a claim is covered by insurance, insurers may dispute our entitlement to recovery for a variety of potential reasons, which may affect the timing and, if the insurers prevail, the amount of our recovery. In addition, any claims or litigation, even if fully indemnified or insured, could damage our reputation and make it more difficult to compete effectively or to obtain adequate insurance in the future.
We currently do not meet, and may not regain compliance with, the listing standards of the Nasdaq Stock Market LLC (“Nasdaq”), and as a result our Class A Common Stock may be delisted. Delisting could adversely affect the liquidity of our Class A Common Stock and the market price of our Class A Common Stock could decrease.
Our Class A Common Stock is currently listed on the Nasdaq Global Select Market, which has minimum requirements that a company must meet in order to remain listed. These requirements include maintaining a minimum closing bid price of $1.00 per share, which closing bid price cannot fall below $1.00 per share for a period of more than 30 consecutive business days
On October 9, 2024, we received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying us that, for the last 30 consecutive trading days, the closing bid price for our Class A Common Stock was below $1.00 per share, which is the minimum closing bid price required for continued listing on the Nasdaq Global Select Market pursuant to Nasdaq Listing Rule 5450(a)(1) (the “Notice”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we are provided a compliance period of 180 calendar days from the date of the Notice, or until April 7, 2025, to regain compliance with the minimum closing bid price requirement. If at any time during the 180 calendar day grace period, the closing bid price of our Class A Common Stock is at least $1.00 per share for a minimum of ten consecutive business days (unless the Nasdaq staff exercises its discretion to extend this ten business day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H)), Nasdaq will provide us written confirmation of compliance, and the matter will be closed.
If we do not regain compliance during the compliance period, we may be provided a second 180 calendar day period to regain compliance if we apply to transfer the listing of our Class A Common Stock to the Nasdaq Capital Market. To qualify, we must meet the continued listing requirement for market value of publicly-held shares and all other initial listing standards for the Nasdaq Capital Market (with the exception of the minimum bid price requirement), based on our most recent public filings and
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market information and notify Nasdaq of our intent to cure the deficiency by effecting a reverse stock split, if necessary. If we do not regain compliance within the allotted compliance periods, including any extensions that may be granted by Nasdaq, our Class A Common Stock will be subject to delisting. We would have the right to appeal a determination to delist our Class A Common Stock, and our Class A Common Stock would remain listed on the Nasdaq Global Select Market until the completion of the appeal process.
There can be no assurance that we will regain compliance with the minimum bid price requirement during the 180-day compliance period, secure a second 180-day period to regain compliance, or maintain compliance with the other Nasdaq listing requirements.
Additionally, if a reverse stock split is implemented, there can be no assurance that the market price per new share of our Class A Common Stock following the reverse stock split will remain unchanged or will increase in proportion to the reduction in the number of old shares of our Class A Common Stock outstanding before the reverse stock split. The liquidity of the shares of our Class A Common Stock may be affected adversely by any reverse stock split given the reduced number of shares of our Class A Common Stock that will be outstanding following such reverse stock split. Furthermore, following any reverse stock split, the resulting market price of our Class A Common Stock may not attract new investors and may not satisfy the investing requirements of those investors.
In the event that our Class A Common Stock is delisted from Nasdaq as a result of our failure to regain compliance with the minimum closing bid price requirement, as a result of Nasdaq not granting us an extension or the panel not granting us a favorable decision or due to our failure to continue to comply with any other requirement for continued listing on Nasdaq, trading of our Class A Common Stock could be conducted in the over-the-counter market or on an electronic bulletin board established for unlisted securities such as the Pink Sheets or the OTC Bulletin Board, but there can be no assurance that our Class A Common Stock will be eligible for trading on such alternative exchange or market.
Additionally, if our Class A Common Stock is delisted from Nasdaq, the liquidity of our Class A Common Stock would be adversely affected, the market price of our Class A Common Stock could decrease, our ability to obtain sufficient additional capital to fund our operations and transactions in our Class A Common Stock could lose federal preemption of state securities laws. Furthermore, there could also be a further reduction in our coverage by securities analysts and the news media and broker-dealers may be deterred from making a market in or otherwise seeking or generating interest in our Class A Common Stock, which could cause the price of our Class A Common Stock to decline further. Moreover, delisting may also negatively affect our clients’, customers’ and employees’ confidence in us and employee morale.
ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3.     DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4.    MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5.    OTHER INFORMATION
Nasdaq Deficiency Notice
On October 9, 2024, we received the Notice from the Listing Qualifications Department of Nasdaq notifying us that, for the last 30 consecutive business days, the closing bid price for our Class A Common Stock was below $1.00 per share, which is the minimum closing bid price required for continued listing on the Nasdaq Global Select Market pursuant to Nasdaq Listing Rule 5450(a)(1). The Notice is a notice of deficiency, not delisting, and has no immediate effect on the listing of our Class A Common Stock, and our Class A Common Stock will continue to trade on The Nasdaq Global Select Market under the symbol “MAPS” at this time, subject to our with the other Nasdaq listing requirements.
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we are provided a compliance period of 180 calendar days from the date of the Notice, or until April 7, 2025, to regain compliance with the minimum closing bid price requirement. If at any time during the 180-calendar day grace period, the closing bid price of our Class A Common Stock is at least $1.00 per share for a minimum of ten consecutive business days (unless the Nasdaq staff exercises its discretion to extend this ten business day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H)), Nasdaq will provide us written confirmation of compliance, and the matter will be closed.
If we do not regain compliance during the compliance period, we may be provided a second 180 calendar day period to regain compliance if we apply to transfer the listing of our Class A Common Stock to the Nasdaq Capital Market. To qualify, we must meet the continued listing requirement for market value of publicly-held shares and all other initial listing standards for the
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Nasdaq Capital Market (with the exception of the minimum bid price requirement), based on our most recent public filings and market information and notify Nasdaq of our intent to cure the deficiency by effecting a reverse stock split, if necessary. If we do not regain compliance within the allotted compliance periods, including any extensions that may be granted by Nasdaq, our Class A Common Stock will be subject to delisting. We would have the right to appeal a determination to delist our Class A Common Stock, and our Class A Common Stock would remain listed on the Nasdaq Global Select Market until the completion of the appeal process.
We intend to monitor the closing bid price of our Class A Common Stock and assess potential actions to regain compliance. While we plan to review all available options, there can be no assurance that we will regain compliance with the minimum bid price requirement during the 180-day compliance period, secure a second 180 day period to regain compliance, or maintain compliance with the other Nasdaq listing requirements.

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ITEM 6.    EXHIBITS
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
Exhibit No.Description
101.INSInline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
___________________
#Indicates management contract or compensatory plan, contract or agreement.
*
The certifications attached as Exhibit 32.1 that accompany this Quarterly Report on Form 10-Q are deemed furnished and not filed with the SEC and are not to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.
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SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
WM TECHNOLOGY, INC.
Date:November 12, 2024By:/s/ Douglas Francis
Name:
Douglas Francis
Title:
Chief Executive Officer
 (Principal Executive Officer)
Date:November 12, 2024By:/s/ Susan Echard
Name:Susan Echard
Title:
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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