August 21, 2024

Susan Echard
Interim Chief Financial Officer
WM Technology, Inc.
41 Discovery
Irvine, CA 92618

        Re: WM Technology, Inc.
            Form 10-K for the Year Ended December 31, 2023
            File No. 001-39021
Dear Susan Echard:

       We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the year ended December 31, 2023
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Critical Accounting Estimates
Goodwill and Intangible Assets, page 63

1.     We note you perform your annual impairment test on December 31, and that
as of both
       December 31, 2023, and 2022 your market capitalization was below book
value. Please
       tell us the percentage by which the estimated fair value of goodwill
exceeded the carrying
       value as of your most recent impairment test. If goodwill is at risk of
impairment, disclose
       the amount (or percentage) by which the fair value exceeded the carrying
value and
       describe any potential events and/or changes in circumstances that would
reasonably be
       expected to negatively affect any key assumptions. If you determined
that the fair value
       substantially exceeded the carrying value, please revise to disclose
that fact. Refer to Item
       303(b)(3) of Regulation S-K.
 August 21, 2024
Page 2
Item 9A. Controls and Procedures
Management's Report on Internal Control Over Financial Reporting, page 66

2.     Please amend your Form 10-K to include a statement that specifically
asserts whether
       management determined that your internal controls over financial
reporting were effective
       or ineffective as of December 31, 2023. Refer to Item 308(a)(3) of
Regulation S-K.

       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

       Please contact Brittany Ebbertt at 202-551-3572 or Kathleen Collins at
202-551-3499
with any questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Technology
cc:   Brian Camire