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As filed with the Securities and Exchange Commission on January 15, 2021
Registration No. 333-   
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Silver Spike Acquisition Corp.
(Exact Name of Registrant as Specified in Its Charter)
Cayman Islands
6770
N/A
(State or Other Jurisdiction of
Incorporation or Organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)
660 Madison Ave., Suite 1600
New York, New York 10065
(212) 905-4923
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Scott Gordon, Chief Executive Officer
Gregory Gentile, Chief Financial Officer
c/o Silver Spike Acquisition Corp.
660 Madison Ave., Suite 1600
New York, New York 10065
(212) 905-4923
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Derek J. Dostal
Lee Hochbaum
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
David Peinsipp
Garth Osterman
Kristin VanderPas
Peter Byrne
Cooley LLP
101 California Street, 5th Floor
San Francisco, California 94111
(415) 693-2177
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement is declared effective and all other conditions to the business combination described in the enclosed Proxy Statement/Prospectus have been satisfied or waived.
If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934.
 
Large accelerated filer
Accelerated filer
 
Non-accelerated filer
Smaller reporting company
 
Emerging Growth Company
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Securities Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
Securities Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer)
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to Be Registered
Amount to be
Registered(1)
Proposed Maximum
Offering Price Per Unit
Proposed Maximum
Aggregate Offering Price
Amount of
Registration Fee(7)
Class A common stock, par value $0.0001 per share(2)(3)
24,998,575
$16.01(4)
$400,227,185.75
$43,644.79
Redeemable warrants, each warrant exercisable for one share of Class A common stock at an exercise price of $11.50(2)(5)
12,500,000
$4.89(6)
$61,062,500
$6,704.66
Total
 
 
$461,289,685.75
$50,326.70
(1)
Prior to the completion of the business combination described herein, the registrant, a Cayman Islands exempted company, intends to effect a deregistration under Section 206 of the Cayman Islands Companies Act (2020 Revision) and a domestication under Section 388 of the Delaware General Corporation Law (the “domestication”), pursuant to which the registrant’s jurisdiction of incorporation will be transferred by way of continuation from the Cayman Islands to the State of Delaware and the name of the registrant will be changed to “   ” (“New WMH”). All securities being registered will be issued by New WMH.
(2)
Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.
(3)
The number of shares of Class A common stock of New WMH, par value $0.0001 per share (the “Class A common stock”), being registered includes up to 25,000,000 Class A ordinary shares of Silver Spike that were sold pursuant to Silver Spike’s Registration Statement on Form S-1 (File No. 333-232734) as part of the units in Silver Spike’s initial public offering, which will automatically convert into shares of Class A common stock in connection with the domestication and the business combination described in the proxy statement/prospectus forming part of this registration statement less the 1,425 Class A ordinary shares that were redeemed on January 13, 2021 in connection with extraordinary general meeting in lieu of annual general meeting held in connection with a proposal to amend Silver Spike’s existing organizational documents.
(4)
Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Class A ordinary shares of Silver Spike Acquisition Corp. (“Silver Spike”) on The Nasdaq Capital Market on January 11, 2021 in accordance with Rule 457(f)(1) and Rule 457(f)(3).
(5)
The number of warrants being registered includes 12,500,000 warrants to acquire Class A ordinary shares that were sold as part of the units in Silver Spike’s initial public offering, which will automatically convert into warrants to acquire shares of Class A common stock in connection with the domestication and the business combination described in the proxy statement/prospectus forming part of this registration statement.
(6)
Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the redeemable warrants on The Nasdaq Capital Market on January 11, 2021 in accordance with Rule 457(f)(1).
(7)
Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $109.10 per $1,000,000 of the proposed maximum aggregate offering price.
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This preliminary proxy statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
PRELIMINARY PROXY STATEMENT/PROSPECTUS SUBJECT TO COMPLETION, DATED JANUARY 15, 2021
PROXY STATEMENT/PROSPECTUS FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF SILVER SPIKE ACQUISITION CORP.
PROXY STATEMENT/PROSPECTUS FOR 24,998,575 SHARES OF CLASS A COMMON STOCK AND 12,500,000 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK, IN EACH CASE OF SILVER SPIKE ACQUISITION CORP. AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE, WHICH WILL BE RENAMED “     ” IN CONNECTION WITH THE BUSINESS COMBINATION).
The board of directors of Silver Spike Acquisition Corp., a Cayman Islands exempted company (“Silver Spike,” “we,” “our” or “us”), has unanimously approved the agreement and plan of merger, dated as of December 10, 2020 (as amended or modified from time to time, the “merger agreement”), by and among Silver Spike, Silver Spike Merger Sub LLC, a Delaware limited liability company and a wholly owned direct subsidiary of Silver Spike (“Merger Sub”), WM Holding Company, LLC, a Delaware limited liability company (“WMH”), and Ghost Media Group, LLC, a Nevada limited liability company, solely in its capacity as the initial holder representative (the “holder representative”), pursuant to which Merger Sub will be merged with and into WMH, whereupon the separate limited liability company existence of Merger Sub will cease and WMH will be the surviving company and continue in existence as a subsidiary of Silver Spike, on the terms and subject to the conditions set forth therein (the transactions contemplated by the merger agreement, the “business combination”).
As described in this proxy statement/prospectus, Silver Spike’s shareholders are being asked to consider and vote upon (among other things) the business combination and the change of Silver Spike’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and domesticating and continuing as a corporation incorporated under the laws of the State of Delaware (the “domestication” and Silver Spike post-domestication, “New WMH”). Assuming the domestication proposal is approved, the domestication is expected to be effectuated prior to, but conditioned upon, the closing of the business combination (the “closing”). The continuing entity following the domestication will be named “    .”
The merger consideration (the “merger consideration”) received by holders of the limited liability company interests of WMH (each, a “WMH equity holder”) at the closing of the business combination (the “Closing”) pursuant to the merger agreement will have a value of $1,310,000,000 and will be paid in a mix of cash and equity consideration.
Financing for the business combination and for related transaction expenses will consist of (i) $250,000,000 of proceeds from Silver Spike’s initial public offering (the “IPO”) and certain related transactions on deposit in the trust account (plus interest income accrued thereon since the IPO), net of any redemptions of Silver Spike’s Class A ordinary shares in connection with the shareholder votes to be held at the extraordinary general meeting of Silver Spike shareholders to be held in connection with the business combination (the “general meeting”) and held at the extraordinary general meeting in lieu of annual general meeting on January 13, 2021 in connection with a proposal to amend Silver Spike’s existing organizational documents (“the extension meeting”) and (ii) $325,000,000 of proceeds from the purchase by certain accredited investors, pursuant to subscription agreements entered into in connection with the entry into the merger agreement (the “subscription agreements”), of an aggregate of 32,500,000 shares of Class A common stock of New WMH for a purchase price of $10.00 per share of Class A common stock of New WMH in a private placement to close immediately prior to the closing, each as described more fully in this proxy statement/prospectus.
Upon the consummation of the domestication, each of Silver Spike’s currently issued and outstanding Class A ordinary shares and Class B ordinary shares, par value $0.0001 per share (“Class B ordinary shares” or the “founder shares”) will automatically convert by operation of law, on a one-for-one basis, into shares of Class A common stock, par value $0.0001 per share, of New WMH (“Class A common stock”). Similarly, all of Silver Spike’s outstanding warrants will become warrants to acquire the shares of Class A common stock, and no other changes will be made to the terms of any outstanding warrants as a result of the domestication.
This proxy statement/prospectus covers the following securities of New WMH to be issued in the domestication: (i) 24,998,575 shares of Class A common stock, representing our currently issued and outstanding public shares and (ii) 12,500,000 warrants to acquire shares of Class A common stock, representing our currently issued and outstanding public warrants.
Our units, Class A ordinary shares originally sold as part of the units, and warrants originally sold as part of the units are currently listed on The Nasdaq Stock Market LLC (the “Nasdaq”) under the symbols “SSPKU,” “SSPK” and “SSPKW,” respectively. The Class A ordinary shares and warrants comprising the units began separately trading on January 14, 2020. Upon the closing, we intend to apply to continue the listing of our Class A common stock and warrants on the Nasdaq under the symbols “  ” and “  ,” respectively. Our units will not be traded following the closing.
This proxy statement/prospectus provides you with detailed information about the business combination. domestication and other matters to be considered at the general meeting. We urge you to read the accompanying proxy statement/prospectus and the documents incorporated therein by reference carefully. In particular, you should review the matters discussed under the caption “Risk Factors” beginning on page 54 of the proxy statement/prospectus.
Neither the Securities Exchange Commission nor any state securities commission has approved or disapproved of the transactions described in the accompanying proxy statement/prospectus, passed upon the merits or fairness of either of the merger agreement or the transactions contemplated thereby, or passed upon the adequacy or accuracy of the accompanying proxy statement/prospectus. Any representation to the contrary is a criminal offense.
This proxy statement/prospectus is dated    , 2021, and is first being mailed to Silver Spike shareholders on or about    , 2021.

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NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF SILVER SPIKE ACQUISITION CORP.

To Be Held On    , 2021
To the Shareholders of Silver Spike Acquisition Corp:
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “general meeting”) of Silver Spike Acquisition Corp., a Cayman Islands exempted company (“Silver Spike,” “we,” “our” or “us”), will be held on     , 2021, at     (local time), at the offices of Silver Spike, located at 660 Madison Ave., Suite 1600, New York, New York 10065 for the following purposes:
1.
The Business Combination Proposal – To consider and vote upon a proposal to approve the transactions contemplated by the agreement and plan of merger, dated as of December 10, 2020 (as amended or modified from time to time, the “merger agreement”), by and among Silver Spike, Silver Spike Merger Sub LLC, a Delaware limited liability company and a wholly owned direct subsidiary of Silver Spike (“Merger Sub”), WM Holding Company, LLC, a Delaware limited liability company (“WMH”), and Ghost Media Group, LLC, a Nevada limited liability company, solely in its capacity as the initial holder representative (the “holder representative”), pursuant to which Merger Sub, will merge with and into WMH, with WMH continuing as the surviving entity and a subsidiary of New WMH (as defined below), on the terms and subject to the conditions set forth therein (the “business combination” and such proposal, the “Business Combination Proposal”). A copy of the merger agreement is attached to the accompanying proxy statement/prospectus as Annex A.
2.
The Nasdaq Proposal – To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of The Nasdaq Stock Market LLC (the “Nasdaq”), the issuance by New WMH (as defined below) of (i) shares of Class A common stock, par value $0.0001 per share, to certain accredited investors, in each case in a private placement, the proceeds of which will be used to finance the business combination and related transactions and the costs and expenses incurred in connection therewith and (ii) shares of Class V common stock, par value $0.0001, per share to certain equity holders of WMH (the “Nasdaq Proposal”).
3.
The Domestication Proposal – To consider and vote upon a proposal to approve by special resolution the change of Silver Spike’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and domesticating and continuing as a corporation incorporated under the laws of the State of Delaware (the “domestication” and such proposal, the “Domestication Proposal”).
4.
The Organizational Documents Proposals – To consider and vote upon six separate proposals (collectively, the “Organizational Documents Proposals”) with respect to material differences between the existing amended and restated memorandum and articles of association of Silver Spike the “existing organizational documents”) and the proposed new certificate of incorporation (the “proposed charter”) and bylaws (the “proposed bylaws,” and, together with the proposed charter, the “proposed organizational documents”) of Silver Spike following its domestication as a Delaware corporation (the post-domestication entity, “New WMH”);
5.
The Director Election Proposal – For the holders of Class B ordinary shares to consider and vote upon a proposal to elect Chris Beals, Justin Hartfield, Douglas Francis, Scott Gordon,    ,     and     in each case, to serve as directors until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal (the “Director Election Proposal”);
6.
The Equity Incentive Plan Proposal – To consider and vote upon a proposal to approve the     2021 Equity Incentive Plan (the “Equity Incentive Plan Proposal”);
7.
The Employee Stock Purchase Plan Proposal – To consider and vote upon a proposal to approve the     2021 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan Proposal”); and
8.
The Adjournment Proposal – To consider and vote upon a proposal to approve the adjournment of the general meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Nasdaq Proposal, the Domestication Proposal, the

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Organizational Documents Proposals, the Equity Incentive Plan Proposal or the Employee Stock Purchase Plan Proposal (the “Adjournment Proposal” and, together with the Business Combination Proposal, the Nasdaq Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Equity Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal, the “Transaction Proposals”).
Each of the Transaction Proposals is more fully described in the accompanying proxy statement/prospectus, which we urge each Silver Spike shareholder to review carefully.
Only holders of record of Silver Spike’s Class A ordinary shares, par value $0.0001 per share (“Class A ordinary shares) and Class B ordinary shares, par value $0.0001 per share (“Class B ordinary shares”) at the close of business on     , 2021 are entitled to notice of and to vote and have their votes counted at the general meeting and any adjournment of the general meeting.
We are providing the accompanying proxy statement/prospectus and accompanying proxy card to our shareholders in connection with the solicitation of proxies to be voted at the general meeting and at any adjournment of the general meeting. Whether or not you plan to attend the general meeting, we urge you to read the accompanying proxy statement/prospectus (and any documents incorporated into the accompanying proxy statement/prospectus by reference) carefully. Please pay particular attention to the section entitled “Risk Factors.”
After careful consideration, Silver Spike’s board of directors has determined that each of the Transaction Proposals is in the best interests of Silver Spike and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of the Transaction Proposals.
The existence of financial and personal interests of Silver Spike’s directors may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is in the best interests of Silver Spike and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the Transaction Proposals. See the section entitled “The Business Combination – Interests of Certain Persons in the Business Combination” in the proxy statement/prospectus for a further discussion.
Pursuant to our existing organizational documents, we are providing the holders of our Class A ordinary shares originally sold as part of the units issued in our initial public offering (the “IPO”) (such shares, the “public shares” and such holders, the “public shareholders”) with the opportunity to have their public shares redeemed at the closing of the business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of a business combination, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding Class A ordinary shares included as part of the units sold in the IPO, subject to the limitations described in the accompanying proxy statement/prospectus. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. For illustrative purposes, based on the fair value of marketable securities held in the trust account as of September 30, 2020 of approximately $254,115,791, the estimated per share redemption price would have been approximately $10.16. Public shareholders may elect to redeem their public shares even if they vote for the Business Combination Proposal and the other Transaction Proposals. Our existing organizational documents provide that a public shareholder, acting together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a partnership, limited partnership, syndicate, or other group for purposes of acquiring, holding, or disposing of any shares of Silver Spike, will be restricted from exercising this redemption right with respect to more than 15% of the public shares in the aggregate without the prior consent of Silver Spike. There will be no redemption rights with respect to our warrants or the “founder shares”, issued to Silver Spike Sponsor, LLC (our “sponsor”), the holder of our Class B ordinary shares issued in a private placement prior to the IPO. Our sponsor, has entered into a letter agreement (the “sponsor IPO letter agreement”) with us pursuant to which our sponsor has agreed to waive its redemption rights with respect to its founder shares and any public shares our sponsor may have acquired after our IPO in connection with the completion of the business combination.
We will pay the redemption price to public shareholders who properly exercise their redemption rights promptly following the closing. The closing is subject to the satisfaction of a number of conditions. As a result, there may be a significant delay between the deadline for exercising redemption requests prior to the general meeting and payment of the redemption price.

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The closing is conditioned on, among other things, the approval of the Transaction Proposals (other than the Adjournment Proposal) at the general meeting. The holders of 20% of our outstanding ordinary shares entitled to vote have agreed to vote any voting ordinary shares owned by them in favor of the Transaction Proposals.
We urge you to read the proxy statement/prospectus accompanying this notice (including the annexes thereto) carefully for a more complete description of the business combination and related transactions and each of the Transaction Proposals. If you have any questions or need assistance voting your shares, please call our proxy solicitor, D.F. King & Co., Inc., at (212) 269-5550 (banks and brokers call collect at (877) 478-5045) or email at SSPK@dfking.com.
Thank you for your participation. We look forward to your continued support.
 
By Order of the Board of Directors,
 
 
 
Scott Gordon
Chairman and Chief Executive Officer
 
     , 2021
 

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ADDITIONAL INFORMATION
This document incorporates important business and financial information about Silver Spike from documents that it has filed with the United States Securities and Exchange Commission (“SEC”) but that have not been included in or delivered with this document. You can obtain such documents free of charge through the SEC’s website (www.sec.gov). In addition, you can request Silver Spike’s documents in writing or by telephone at the following address:
Silver Spike Acquisition Corp.
660 Madison Ave., Suite 1600
New York, New York 10065
(212) 905-4293
Attn.: Secretary
Silver Spike’s corporate website address is www.silverspikecap.com/ssac. Silver Spike’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus.
If you would like to request any documents, please do so by     , 2021 in order to receive them before the general meeting.
You should rely only on information contained in or incorporated by reference into this document. No one has been authorized to provide you with information that is different from the information contained in or incorporated by reference into this document. This document is dated  , 2021. You should not assume that the information contained in, or incorporated by reference into, this document is accurate as of any date other than that date. Neither our mailing of this document to Silver Spike shareholders, nor the issuance of equity by Silver Spike in connection with the business combination and the related transactions, subsequent to that date will create any implication to the contrary. For a listing of documents incorporated by reference into this document, please see “Where You Can Find Additional Information; Incorporation by Reference” beginning on page 262.
Information on the websites of Silver Spike or WMH is not part of this document. You should not rely on that information in deciding how to vote. Information contained in this document regarding Silver Spike has been provided by Silver Spike and information contained in this document regarding WMH has been provided by WMH.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement/prospectus may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. Statements that are not historical facts, including statements about the business combination. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements contained in this proxy statement/prospectus and the documents incorporated by reference herein are based on our current expectations and beliefs concerning future developments and their potential effects on us taking into account information currently available to us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could result in the failure to consummate the business combination; (2) the outcome of any legal proceedings that may be instituted against Silver Spike, Merger Sub and WM regarding the business combination; (3) the inability to complete the business combination due to the failure to obtain approval of the stockholders of Silver Spike, to obtain financing to complete the business combination or to satisfy other conditions to closing in the definitive agreements with respect to the business combination; (4) changes to the proposed structure of the business combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the business combination; (5) the ability to meet and maintain Nasdaq’s listing standards following the consummation of the business combination; (6) the risk that the business combination disrupts current plans and operations of WMH as a result of the announcement and consummation of the business combination; (7) costs related to the business combination; (8) changes in applicable laws or regulations; (9) the possibility that WMH or New WMH may be adversely affected by other economic, business, and/or competitive factors; (10) the risk that we may not be able to raise financing in the future; (11) the risk that we may not be able to retain or recruit necessary officers, key employees or directors following the business combination; (12) the risk that our public securities will be illiquid; (13) the risk that we will not be able to obtain the required approval for domestication; (14) the risks related to the changes in shareholders’ rights as a result of domestication; (15) the risk that shareholders may experience adverse tax consequences with respect to their shares at the effective time of domestication; (16) the risk that operating under the laws of the State of Delaware will affect the conduct of our business; and (17) other risks and uncertainties indicated from time to time in filings made with the SEC, including those risk factors described under “Item 1A. Risk Factors” of Silver Spike’s Annual Report on Form 10-K filed with the SEC on March 30, 2020. Should one or more of these risks or uncertainties materialize, they could cause our actual results to differ materially from the forward-looking statements. We are not undertaking any obligation to update or revise any forward looking statements whether as a result of new information, future events or otherwise. You should not take any statement regarding past trends or activities as a representation that the trends or activities will continue in the future. Accordingly, you should not put undue reliance on these statements in deciding how to grant your proxy or instruct how your vote should be cast on the Transaction Proposals set forth in this proxy statement/prospectus.
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CERTAIN DEFINED TERMS
Unless the context otherwise requires, references in this proxy statement/prospectus to:
“amended and restated registration rights agreement” are to the Amended and Restated Registration Rights Agreement to be entered into, by and among Silver Spike, our sponsor, WMH, Doug Francis, Justin Hartfield and any person that is a WMH equity holder and is controlled by either Doug Francis and Justin Hartfield upon the completion of the business combination;
“amended operating agreement” are to the fourth amended and restated operating agreement of WMH to be entered into in connection with the closing, pursuant to which New WMH will be appointed as the sole manager of, and the managing member of, WMH, with all management rights with respect to WMH;
“business combination” are to the transactions contemplated by the merger agreement;
“Cannabis Act” are to the Cannabis Act (Canada);
“CARES Act” are to the Coronavirus Aid, Relief, and Economic Security Act;
“certificate of merger” are to the certificate of merger to be filed in Delaware evidencing the merger, at the effective time, of Merger Sub with and into WMH, with WMH being the surviving company.
“Cayman Islands Companies Act” are to the Cayman Islands Companies Act (2020 Revision) of the Cayman Islands as the same may be amended;
“Class A common stock” are to the shares of Class A common stock of New WMH, par value $0.0001 per share;
“Class A ordinary shares” are to our Class A ordinary shares, par value $0.0001 per share;
“Class A units” are to the units of WMH designated as Class A-1 units, Class A-2 units and Class A-3 units, each as defined in the WMH current operating agreement;
“Class B units” are to the units of WMH designated as Class B units, as defined in the WMH current operating agreement;
“Class B ordinary shares” are to our Class B ordinary shares, par value $0.0001 per share;
“Class V common stock” are to the shares of Class V common stock of New WMH, par value $0.0001 per share;
“closing” are to the closing of the business combination;
“Code” are to the Internal Revenue Code of 1986, as amended;
“common units” are to the units of WMH designated as Class A-1 units and Class A-2 units, each as defined in the WMH current operating agreement;
“common stock” are to the Class A common stock and Class V common stock;
“CSA” are to the U.S. Controlled Substances Act of 1970, as amended;
“deferred underwriting amount” are to the portion of the underwriting discounts and commissions held in the trust account, which the underwriters of the IPO are entitled to receive upon the closing in accordance with the trust agreement;
“directors” are to our current directors;
“DGCL” are to the Delaware General Corporation Law, as amended;
“DOJ” are to the U.S. Department of Justice;
“effective time” are to the time when the certificate of merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by Silver Spike and WMH in writing and specified in the certificate of merger, but in any event immediately following the consummation of the domestication;
“Exchange Act” are to the Securities Exchange Act of 1934, as amended;
“exchange agreement” are to the Exchange Agreement to be entered into by and among New WMH, WMH and each post-merger WMH equity holder upon the completion of the business combination;
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“existing organizational documents” are to our amended and restated memorandum and articles of association, dated as of August 7, 2019, as the same may be amended from time to time;
“extension meeting” are to the extraordinary meeting held on January 13, 2021 for Silver Spike shareholders to vote on a proposal to amend the existing organizational documents to extend the date on which Silver Spike is required to liquidate if it has not completed a business combination;
“extension proposal” are to the proposals approved by Silver Spike’s shareholders in connection with the extension meeting and extension proxy statement, including any postponement or adjournment thereof;
“extension proxy statement” are to the proxy statement filed by Silver Spike with the SEC in connection with the extension meeting, as amended or supplemented;
“FFCRA” are to the Families First Coronavirus Response Act;
“founder shares” are to our Class B ordinary shares initially purchased by our sponsor in a private placement prior to our initial public offering and the Class A common stock that will be issued upon the automatic conversion of the Class B ordinary shares at the time of the domestication and the business combination;
“GAAP” are to United States generally accepted accounting principles;
“holder representative” are to Ghost Media Group, LLC, a Nevada limited liability company, in its capacity as holder representative under the merger agreement;
“holder of our founder shares” are to our sponsor, the sole holder of our founder shares;
“incentive units” are to the units of WMH designated as Class A-3 units and Class B units, each as defined in the WMH current operating agreement;
“intended tax treatment” are to the intended U.S. federal income tax treatment of certain aspects of the business combination as set forth in the merger agreement;
“IPO” or “initial public offering” are to Silver Spike’s initial public offering of units, which closed on August 12, 2019;
“letter agreement” refers to the letter agreement entered into by and among us and our initial shareholder, directors and officers on August 7, 2019;
“LLC Act” means the Limited Liability Company Act of the State of Delaware;
“management” or our “management team” are to our offıcers and directors;
“MAUs” are to the number of unique users opening WMH’s Weedmaps mobile app or accessing WMH’s Weedmaps.com website over the course of a calendar month;
“merger” are to the merger evidenced by a certificate of merger between Merger Sub and WMH pursuant to which Merger Sub will merge with and into WMH, with WMH continuing as the surviving entity and a subsidiary of New WMH;
“merger agreement” are to the agreement and plan of merger, dated as of December 10, 2020, as amended or modified from time to time, by and among Silver Spike, Merger Sub, WMH and the holder representative;
“Merger Sub” are to Silver Spike Merger Sub LLC, a Delaware limited liability company and a wholly owned direct subsidiary of Silver Spike;
“Nasdaq” are to The Nasdaq Stock Market LLC;
“New WMH” are to    , the continuing entity post-domestication;
“New WMH warrants” are to the warrants to acquire shares of Class A common stock;
“ordinary shares” are to our Class A ordinary shares and Class B ordinary shares;
“PFIC” are to passive foreign investment companies, as defined in the Code;
“PIPE subscription financing” are to the aggregate $325,000,000 of proceeds from the issuance of the subscription shares;
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“post-merger Class A units” are to the units of WMH designated as Class A units, as defined in the amended operating agreement;
“post-merger Class P units” are to the units of WMH designated as Class P units, as defined in the amended operating agreement;
“post-merger WMH Class A equity holders” are to the holders of post-merger Class A units;
“post-merger WMH equity holders” are to members of WMH, other than the New WMH, following the business combination;
“post-merger WMH units” are to the units representing limited liability company interests of WMH as the surviving company following the merger, which will be non-voting interests in WMH;
“private placement warrants” are to the warrants issued to our sponsor in a private placement simultaneously with the closing of our initial public offering;
“proposed bylaws” are to the proposed bylaws of New WMH upon the effective time of the domestication substantially in the form attached to this proxy statement/prospectus as Annex C;
“proposed charter” are to the proposed certificate of incorporation of New WMH upon the effective time of the domestication substantially in the form attached to this proxy statement/prospectus as Annex B;
“proposed organizational documents” are to the proposed charter and proposed bylaws;
“public shareholders” are to the holders of our public shares;
“public shares” are to our Class A ordinary shares sold as part of the units in our IPO (whether they were purchased in our IPO or thereafter in the open market);
“public warrants” are to our redeemable warrants sold as part of the units in our IPO (whether they were purchased in our IPO or thereafter in the open market), with each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50;
“registration rights agreement” are to the Registration Rights Agreement, dated August 7, 2019, between Silver Spike and our sponsor;
“related party” are to our directors, officers and substantial security holders;
“SaaS” are to software-as-a-service;
“Securities Act” are to the Securities Act of 1933, as amended;
“Silver Spike,” “we,” “our” or “us” are to Silver Spike Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands;
“Silver Spike parties” are to Silver Spike and Merger Sub;
“sponsor” are to Silver Spike Sponsor, LLC, a Delaware limited liability company;
“sponsor IPO letter agreement” are to the letter agreement entered into between us and our sponsor on August 7, 2019;
“sponsor letter agreement” are to the letter agreement entered into between us, our sponsor and WMH on December 10, 2020;
“SPV” are to Silver Spike Opportunities I, LLC, a subscription investor;
“subscription agreements” are to the subscription agreements, dated as of December 10, 2020, by and among Silver Spike and the subscription investors, pursuant to which the subscription investors will purchase subscription shares in a privately negotiated transaction in connection with the consummation of the business combination;
“subscription investors” are to the accredited investors with whom Silver Spike entered into the subscription agreements, pursuant to which the subscription investors will purchase subscription shares in a privately negotiated transaction in connection with the consummation of the business combination;
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“subscription shares” are to the shares issued to the subscription investors pursuant to the subscription agreements;
“tax receivable agreement” are to the Tax Receivable Agreement to be entered into by and among New WMH, the holder representative and the WMH Class A equity holders upon the completion of the business combination, substantially in the form attached to this proxy statement/prospectus as Annex E;
“Transaction Proposals” are to the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Nasdaq Proposal, the Director Election Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal;
“transfer agent” are to Continental Stock Transfer & Trust Company, as transfer agent;
“trust account” are to the U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by the trustee, established to hold a portion of the net proceeds from the IPO and the sale of the private placement warrants;
“trust agreement” are to the Investment Management Trust Agreement, dated as of August 7, 2019, by and between Silver Spike and the trustee;
“trustee” are to Continental Stock Transfer & Trust Company, a New York corporation;
“units” are to our units sold in the IPO, each of which consists of one Class A ordinary share and one-half of one warrant;
“warrant agent” are to Continental Stock Transfer & Trust Company, as warrant agent;
“warrant agreement” are to the Warrant Agreement, dated as of August 7, 2019, by and between Silver Spike and the warrant agent;
“warrants” are to our public warrants and the private placement warrants;
“WMH” are to WM Holding Company, LLC, a Delaware limited liability company;
“WMH current operating agreement” are to the Third Amended and Restated Operating Agreement of WMH dated as of August 15, 2018, by and among WMH and the current members of WMH;
“WMH Class A equity holders” are to members of WMH who hold Class A units immediately prior to the closing;
“WMH Class B equity holders” are to members of WMH who hold Class B units immediately prior to the closing;
“WMH equity holders” are to members of WMH immediately prior to the closing;
“WMH support members” are to certain holders of Class A Units who executed the voting and support agreement;
“voting and support agreement” are to the Amended and Restated Voting and Support Agreement, dated as of December 10, 2020, by and among Silver Spike and each of Christopher Beals, Douglas Francis, Justin Hartfield and Ghost Media Group, LLC; and
“$,” “US$” and “U.S. dollar” each refer to the United States dollar.
Unless otherwise specified, the voting and economic interests of stockholders of New WMH set forth in this proxy statement/prospectus (x) assume that (i) no public shareholders elect to have their public shares redeemed in connection with the business combination, (ii) none of Silver Spike’s existing shareholders or the investors who will become shareholders of Silver Spike at the closing of the transactions contemplated by the subscriptions agreements purchase public shares in the open market, (iii) there are no other issuances of equity interests of Silver Spike, (iv) all post-merger Class A units are exchanged for shares of Class A common stock at such time (even if not permitted under the terms of the exchange agreement), and (v) all post-merger Class P units are exchanged for shares of Class A common stock at such time (even if not permitted under the terms of the exchange agreement) as if all such post-merger Class P units are fully vested and using a Per Unit Equity Value (as defined in the exchange agreement) of $10 for the purposes of calculating the Class P Unit Exchange Rate (as defined in the exchange agreement) and (y) do not take into account private placement warrants and public warrants that will be outstanding upon the closing and may be exercised thereafter.
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SUMMARY TERM SHEET
This Summary Term Sheet and the sections entitled “Questions and Answers About the Transaction Proposals for Silver Spike Shareholders” and “Summary of the Proxy Statement/Prospectus” summarize certain information contained in this proxy statement/prospectus, but do not contain all of the information that is important to you. You should carefully read this entire proxy statement/prospectus, including the attached annexes and the documents incorporated by reference herein, for a more complete understanding of the matters to be considered at the extraordinary general meeting (the “general meeting”).
Silver Spike is a blank check company incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (an “initial business combination”).
Founded in 2008, WMH operates the leading listings marketplace and most comprehensive SaaS subscription offering sold to retailers and brands in the U.S. state-legal and Canadian cannabis markets. WMH also provides information on the cannabis plant and the industry and advocates for legalization. WMH addresses the challenges facing both consumers seeking to understand cannabis products and businesses seeking brand awareness in a legally compliant fashion with our Weedmaps platform and WM Business SaaS solution. The Weedmaps marketplace provides consumers with information regarding cannabis retailers and brands, as well as the strain, pricing, and other information regarding locally available cannabis products, through WMH’s website and mobile apps, permitting product discovery and online reservation of products for pickup by consumers or delivery to consumers by participating retailers. WMH provides consumers with discovery channels to improve their knowledge of the local market for cannabis products, whether they are looking by strain, price, effects or form factors. WMH’s weedmaps.com site also has educational content including news articles, information about cannabis strains, a number of “how-to” guides, policy white-papers and research to allow consumers to educate themselves on cannabis and its history, uses and legal status. While consumers can discover cannabis products, brands, and retailers on WMH’s site, WMH neither sells (or fulfills purchases of) cannabis products, nor does WMH process payments for cannabis transactions across WMH’s marketplace or SaaS solutions.
There are currently an aggregate of 31,248,575 ordinary shares of Silver Spike issued and outstanding, consisting of 24,998,575 public shares and 6,250,000 founder shares. In addition, there are currently 19,500,000 warrants of Silver Spike outstanding, consisting of 12,500,000 public warrants and 7,000,000 private placement warrants. Each whole warrant entitles the holder to purchase one ordinary share for $11.50 per share. The warrants will become exercisable on the later of (a) 30 days after the completion of the business combination and (b) August 12, 2020, and will expire five years after the completion of the business combination or earlier upon redemption or liquidation. Once the warrants become exercisable, Silver Spike may redeem the outstanding warrants (other than the private placement warrants) in whole and not in part, at a price of $0.01 per warrant, if the last sale price of our ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading day period ending on the third trading day before Silver Spike sends the notice of redemption to the warrant holders. The private placement warrants, however, are non-redeemable so long as our sponsor or its permitted transferees holds them.
Holders of Class A ordinary shares and holders of Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders and will vote together as a single class on all matters submitted to a vote of our shareholders except (i) that prior to the completion of a business combination, only the holders of a majority of the Class B ordinary shares may appoint or remove a member of our board of directors and (ii) as otherwise required by law. The Class B ordinary shares held by our sponsor will automatically convert into shares of Class A common stock at the completion of the business combination. Assuming no additional Class A ordinary shares, or securities convertible into or exchangeable for, Class A ordinary shares, are issued by us in connection with or in relation to the consummation of the business combination, the 6,250,000 Class B ordinary shares will, pursuant to the existing organizational documents, automatically convert, on a one-for-one basis, into 6,250,000 shares of Class A common stock at closing.
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On December 10, 2020, we entered into the merger agreement with Merger Sub, WMH and the holder representative, pursuant to which, subject to the terms and conditions contained therein, Merger Sub will merge with and into WMH, with WMH continuing as the surviving entity and a subsidiary of New WMH. A copy of the merger agreement is attached to this proxy statement/prospectus as Annex A.
Pursuant to the merger agreement, the merger consideration to be received by the WMH equity holders at the closing will have a value of $1,310,000,000 (assuming a value of $10.00 per share of Class A common stock) and will be paid in a mix of cash and equity consideration. Financing for the business combination and for related transaction expenses will consist of (i) $250,000,000 of proceeds from the IPO and certain related transactions on deposit in the trust account (plus any interest income accrued thereon since the IPO), net of any redemptions of Silver Spike’s Class A ordinary shares in connection with the shareholder vote to be held at the general meeting and held at the extension meeting, and (ii) $325,000,000 of proceeds from the purchase by the subscription investors pursuant to the subscription agreements entered into in connection with the entry into the merger agreement, each as described more fully herein.
At the closing, WMH will become a subsidiary of New WMH, and New WMH will become the managing member of WMH. For more information about the merger agreement and the business combination, see the section entitled “The Business Combination – The Merger Agreement.”
Unless waived by the parties to the merger agreement, the closing is subject to a number of conditions set forth in the merger agreement, including, among others, Silver Spike shareholder approval of the Transaction Proposals (other than the Adjournment Proposal). For more information about the closing conditions to the business combination, see the section entitled “The Business Combination – The Merger Agreement – Conditions to Closing of the Business Combination.”
The merger agreement may be terminated at any time prior to the consummation of the business combination upon agreement of the parties thereto, or by Silver Spike or WMH acting alone in specified circumstances. For more information about the termination rights under the merger agreement, see the section entitled “The Business Combination – The Merger Agreement – Termination.”
The business combination and related transactions involve numerous risks. For more information about these risks, please see the section entitled “Risk Factors.”
Prior to the closing, Silver Spike will change its jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and domesticating and continuing as a corporation incorporated under the laws of the State of Delaware. For more information about the domestication, see the section entitled “The Domestication.”
Pursuant to our existing organizational documents, in connection with the business combination, our public shareholders may elect to have their Class A ordinary shares redeemed for cash at the applicable redemption price per share calculated in accordance with our existing organizational documents. As of September 30, 2020, the estimated per share redemption price would have been approximately $10.16. Public shareholders may elect to redeem their public shares even if they vote for the Business Combination Proposal and the other Transaction Proposals. If a holder exercises its redemption rights, then such holder will be exchanging its public shares for cash and will no longer own shares of Silver Spike following the closing and will not participate in the future growth of Silver Spike, if any. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares to our transfer agent at least two business days prior to the general meeting. We will pay the redemption price to public shareholders who properly exercise their redemption rights promptly following the closing. The closing is subject to the satisfaction of a number of conditions. As a result, there may be a significant delay between the deadline for exercising redemption requests prior to the general meeting and payment of the redemption price. See the section entitled “General Meeting of Silver Spike Shareholders – Redemption Rights.”
In order to finance a portion of the merger agreement consideration and the costs and expenses incurred in connection therewith, we entered into subscription agreements with the subscription investors concurrently with the execution of the merger agreement, pursuant to which such subscription investors committed to purchase an aggregate of 32,500,000 shares of Silver Spike’s Class A ordinary shares (or shares of Class A common stock of New WMH into which such shares will convert in connection with the domestication), for $10.00 per share, for an aggregate purchase price of $325,000,000. The closing of the transactions
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contemplated by the subscription agreements will occur immediately prior to the closing, subject to the satisfaction or the waiver of the closing conditions therein. See the section entitled “The Business Combination – Related Agreements – Subscription Agreements.”
Concurrently with the execution of the merger agreement, Silver Spike, WMH and certain of the WMH equity holders entered into a voting and support agreement, pursuant to which the WMH voting members agreed to vote all of their WMH equity interests in WMH in favor of the merger agreement and related transactions and to take certain other actions in support of the merger agreement and related transactions. See the section entitled “The Business Combination – Related Agreements – Voting and Support Agreement.”
Concurrently with the execution of the merger agreement, Silver Spike and our sponsor entered into the sponsor letter agreement with WMH, pursuant to which our sponsor agreed to waive the anti-dilution protection to which it would otherwise be entitled in connection with the PIPE subscription financing, not to redeem any founder shares, to vote in favor of the Transaction Proposals, and to subject certain founder shares to earn-out restrictions if available cash at closing is less than $350 million. See the section entitled “The Business Combination – Related Agreements – Sponsor Letter Agreement.”
Upon the closing, the size of our board of directors will be expanded to seven (7) directors, of whom Scott Gordon and     are designated by Silver Spike, and of whom Chris Beals, Justin Hartfield, Douglas Francis,      and     are designated by WMH. See the section entitled “Officers and Directors of Silver Spike After the Business Combination.”
Upon the closing, Silver Spike will cause the cause the registration rights agreement, dated August 7, 2019, to be amended and restated in the form of the Amended and Restated Registration Rights Agreement. See the section entitled “The Business Combination – Related Agreements – Amended and Restated Registration Rights Agreement.”
Upon the closing, New WMH, WMH and the post-merger WMH equity holders will enter into the exchange agreement, pursuant to which the post-merger WMH equity holders will be entitled from time to time at and after 180 days following the closing and subject to the procedures and restrictions set forth therein, to exchange their post-merger WMH units for Class A common stock of New WMH or, at the election of New WMH, the cash equivalent thereof. See the section entitled “The Business Combination – Related Agreements – Exchange Agreement.”
Upon the closing, New WMH, the holder representative and the WMH Class A equity holders will enter into the tax receivable agreement, pursuant to which New WMH will pay to WMH Class A equity holders 85% of the net income tax savings that New WMH actually realizes as a result of increases in the tax basis of WMH’s assets as a result of the exchange of common units for cash in the business combination and future exchanges of the post-merger Class A units for shares of Class A common stock or cash pursuant to the exchange agreement, and certain other tax attributes of WMH and tax benefits related to the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. See the section entitled “The Business Combination – Related Agreements – Tax Receivable Agreement.”
Assuming there are no redemptions of our public shares and that no additional shares are issued prior to completion of the business combination, it is anticipated that, upon completion of the business combination and related transactions, the ownership of Silver Spike by our public shareholders, our subscription investors, the post-merger WMH equity holders and our sponsor, officers and directors will be as follows:
The public shareholders would own 24,998,575 shares of Class A common stock, representing 16.7% of New WMH’s total outstanding shares of common stock;
The subscription investors would own 32,500,000 shares of Class A common stock, representing 21.7% of New WMH’s total outstanding shares of common stock;
Our sponsor and affiliates of our sponsor (including the SPV) would own 9,750,000 shares of Class A common stock, representing 6.5% of New WMH’s total outstanding shares of common stock;
Our officers and directors (including directors nominated for election at the general meeting) would own      shares of Class A common stock, representing   % of New WMH’s total outstanding shares of common stock;
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The WMH Class A equity holders would own 65,984,049 shares of Class A common stock, representing 44.1% of New WMH’s total outstanding shares of common stock; and
The WMH Class B equity holders would own 20,015,951 shares of Class A common stock, representing 13.4% of New WMH’s total outstanding shares of common stock.
The preceding description of the ownership of Silver Spike’s securities is accurate as of the date of filing of this proxy statement/prospectus. The preceding description does not take into account any transactions that may be entered into after the date hereof.
The ownership percentages set forth above do not take into account any warrants that will be outstanding as of the closing and may be exercised thereafter. If the actual facts are different than these assumptions, the percentage ownership retained by Silver Spike’s existing shareholders in New WMH following the business combination will be different. For example, if we assume that all 12,500,000 public warrants and 7,000,000 private placement warrants were exercisable and exercised following completion of the business combination and related transactions, then the ownership of Silver Spike by our public shareholders, our subscription investors, the post-merger WMH equity holders and our sponsor, officers and directors would be as follows:
The public shareholders would own 37,498,575 shares of Class A common stock, representing 22.2% of New WMH’s total outstanding shares of common stock;
The subscription investors would own 32,500,000 shares of Class A common stock, representing 19.2% of our total outstanding shares of common stock;
Our sponsor and affiliates of our sponsor (including the SPV) would own 16,750,000 shares of Class A common stock, representing 9.9% of New WMH’s total outstanding shares of common stock;
Our officers and directors (including directors nominated for election at the general meeting) would own      shares of Class A common stock, representing   % of New WMH’s total outstanding shares of common stock;
The WMH Class A equity holders would own 65,984,049 shares of Class A common stock, representing 39.0% of New WMH’s total outstanding shares of common stock; and
The WMH Class B equity holders would own 20,015,951 shares of Class A common stock, representing 11.8% of New WMH’s total outstanding shares of common stock.
The preceding description of the ownership of Silver Spike’s securities is accurate as of the date of filing of this proxy statement/prospectus. The preceding description does not take into account any transactions that may be entered into after the date hereof.
At the closing, the founder shares will automatically convert into Class A common stock on a one-for-one basis subject to adjustment pursuant to certain anti-dilution rights, as described above in the fourth bullet point in this Summary Term Sheet.
The public warrants and the private placement warrants will become exercisable 30 days after the completion of the business combination and will expire five years after the completion of the business combination or earlier upon redemption or liquidation. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”
Our board of directors considered various factors in determining whether to approve the merger agreement. For more information about our board’s decision-making process, see the section entitled “The Business Combination – Silver Spike’s Board of Directors’ Reasons for Approval of the Business Combination.”
In addition to voting on the proposal to approve and adopt the merger agreement and the transactions contemplated thereby at the general meeting, Silver Spike’s shareholders will also be asked to vote on:
approval, for purposes of complying with applicable listing rules of Nasdaq, the issuance by New WMH of Class A common stock to certain accredited investors pursuant to the subscription agreements of Silver Spike, the proceeds of which will be used to finance the business combination and related transactions and the costs and expenses incurred in connection therewith, and shares of Class V common stock to post-merger WMH equity holders, in each case in a private placement;
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approval by special resolution of the change of Silver Spike’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and domesticating and continuing as a corporation incorporated under the laws of the State of Delaware;
approval of six separate proposals with respect to material differences between the existing organizational documents of Silver Spike and the proposed organizational documents of New WMH;
approval of the     2021 Equity Incentive Plan;
approval of the     2021 Employee Stock Purchase Plan; and
approval of the adjournment of the general meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Transaction Proposals.
For more information, see the sections entitled “Proposal No. 1 – The Business Combination Proposal,” “Proposal No. 2 – The Nasdaq Proposal,” “Proposal No. 3 – The Domestication Proposal,” “Proposal No. 4 – Organizational Documents Proposal A,” “Proposal No. 5 – Organizational Documents Proposal B,” “Proposal No. 6 – Organizational Documents Proposal C,” “Proposal No. 7 – Organizational Documents Proposal D,” “Proposal No. 8 – Organizational Documents Proposal E,” “Proposal No. 9 – Organizational Documents Proposal F,” “Proposal No. 10 – The Director Election Proposal,” “Proposal No. 11 – The Equity Incentive Plan Proposal,” Proposal No. 12 – The Employee Stock Purchase Plan Proposal” and “Proposal No. 13 – The Adjournment Proposal.”
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QUESTIONS AND ANSWERS ABOUT THE TRANSACTION PROPOSALS FOR SILVER SPIKE SHAREHOLDERS
The following questions and answers briefly address some commonly asked questions about the Transaction Proposals to be presented at the general meeting, including proposals relating to the business combination. The following questions and answers do not include all the information that is important to Silver Spike shareholders. We urge Silver Spike shareholders to read carefully the remainder of this proxy statement/prospectus, including the annexes and the documents incorporated by reference herein.
Q:
Why am I receiving this proxy statement/prospectus?
A:
Silver Spike shareholders are being asked to consider and vote upon, among other things, a proposal to approve the transactions contemplated by the merger agreement. The merger agreement provides, subject to the terms and conditions contained therein, that Silver Spike’s wholly owned direct subsidiary, Merger Sub, will merge with and into WMH, with WMH continuing as the surviving entity and a subsidiary of New WMH. Shareholder approval of the merger agreement and the transactions contemplated thereby is required by the merger agreement and the existing organizational documents, as well as to comply with Nasdaq listing rule 5635.
A copy of the merger agreement is attached to this proxy statement/prospectus as Annex A. This proxy statement/prospectus and its annexes and the documents incorporated by reference herein contain important information about the business combination and the other matters to be acted upon at the general meeting. You should read this proxy statement/prospectus, including the documents incorporated by reference herein, and its annexes carefully and in their entirety.
In addition, if the Domestication Proposal is approved, Silver Spike will domesticate as a Delaware corporation. Upon the domestication, the currently issued and outstanding Class A ordinary shares and Class B ordinary shares will automatically convert, on a one-for-one basis, into shares of Class A common stock. Similarly, all of Silver Spike’s outstanding warrants will become warrants to acquire shares of Class A common stock, and no other changes will be made to the terms of any outstanding warrants as a result of the domestication.
In connection with the domestication, the existing organizational documents will be replaced by the proposed organizational documents. The provisions of the proposed organizational documents will differ materially from those of the existing organizational documents. Please see “Questions and Answers About the Transaction Proposals For Silver Spike Shareholders – What amendments will be made to the existing organizational documents of Silver Spike” below.
YOUR VOTE IS IMPORTANT. YOU ARE ENCOURAGED TO SUBMIT YOUR PROXY AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND ITS ANNEXES.
Q:
Why is Silver Spike proposing the business combination?
A:
Silver Spike was organized to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
WMH is a Delaware limited liability company. Founded in 2008, WMH operates the leading listings marketplace and most comprehensive SaaS subscription offering sold to retailers and brands in the U.S. state-legal and Canadian cannabis markets. WMH also provides information on the cannabis plant and the industry and advocates for legalization. WMH addresses the challenges facing both consumers seeking to understand cannabis products and businesses seeking brand awareness in a legally compliant fashion with our Weedmaps platform and WM Business SaaS solution. The Weedmaps marketplace provides consumers with information regarding cannabis retailers and brands, as well as the strain, pricing, and other information regarding locally available cannabis products, through WMH’s website and mobile apps, permitting product discovery and online reservation of products for pickup by consumers or delivery to consumers by participating retailers. WMH provides consumers with discovery channels to improve their knowledge of the local market for cannabis products, whether they are looking by strain, price, effects or form factors. WMH’s weedmaps.com site also has educational content including news articles, information about cannabis strains, a number of “how-to” guides, policy white-papers and research to allow consumers to educate themselves on cannabis and its history, uses and legal status. While consumers can discover cannabis products, brands, and retailers on WMH’s site, WMH neither sells (or fulfills purchases of) cannabis products, nor does WMH process payments for cannabis transactions across WMH’s marketplace or SaaS solutions.
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See the section entitled “The Business Combination Proposal – Silver Spike’s Board of Directors’ Reasons for Approval of the Business Combination.”
Q:
What is being voted on at the general meeting?
A:
Silver Spike shareholders will vote on the following proposals at the general meeting:
1.
The Business Combination Proposal – To consider and vote upon a proposal to approve the transactions contemplated by the merger agreement, by and among Silver Spike, Merger Sub, WMH and the holder representative, pursuant to which Merger Sub will merge with and into WMH, with WMH continuing as the surviving entity and a subsidiary of New WMH, on the terms and subject to the conditions set forth therein. A copy of the merger agreement is attached to this proxy statement/prospectus as Annex A;
2.
The Nasdaq Proposal – To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of the Nasdaq, the issuance and sale by New WMH of (i) Class A common stock, par value $0.0001 per share, to certain accredited investors, in a private placement, the proceeds of which will be used to finance the business combination and related transactions and the costs and expenses incurred in connection therewith and (ii) Class V common stock, par value $0.0001 per share, to certain equity holders of WMH;
3.
The Domestication Proposal – To consider and vote upon a proposal to approve by special resolution the change of Silver Spike’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and domesticating and continuing as a corporation incorporated under the laws of the State of Delaware;
4.
The Organizational Documents Proposals – To consider and vote upon six separate proposals with respect to material differences between the existing organizational documents (as amended by a special resolution of the shareholders passed on     , 2021) and the proposed organizational documents of New WMH;
5.
The Director Election Proposal – For the holders of Class B ordinary shares to consider and vote upon a proposal to elect Chris Beals, Justin Hartfield, Douglas Francis, Scott Gordon,   ,    and   , in each case to serve as directors until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal;
6.
The Equity Incentive Plan Proposal – To consider and vote upon a proposal to approve the     2021 Equity Incentive Plan;
7.
The Employee Stock Purchase Plan Proposal – To consider and vote upon a proposal to approve the     2021 Employee Stock Purchase Plan; and
8.
The Adjournment Proposal – To consider and vote upon a proposal to approve the adjournment of the general meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Nasdaq Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Director Election Proposal, the Equity Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal (the “Adjournment Proposal” and, together with the Business Combination Proposal, the Nasdaq Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the “Transaction Proposals”).
After careful consideration, Silver Spike’s board of directors has determined that the Transaction Proposals are in the best interests of Silver Spike and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals. The existence of financial and personal interests of Silver Spike’s directors may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is in the best interests of Silver Spike and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the Transaction Proposals. See the section entitled “The Business Combination – Interests of Certain Persons in the Business Combination” for a further discussion.
THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.
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Q:
Why is Silver Spike providing shareholders with the opportunity to vote on the Business Combination?
A:
Under our existing organizational documents, we must provide all holders of public shares with the opportunity to have their public shares redeemed upon the consummation of the business combination either in conjunction with a tender offer or in conjunction with a shareholder vote. For business and other reasons, we have elected to provide our shareholders with the opportunity to have their public shares redeemed in connection with a shareholder vote rather than a tender offer. Therefore, we are seeking to obtain the approval of our shareholders of the Business Combination Proposal in order to allow our public shareholders to effectuate redemptions of their public shares in connection with the closing. The approval of our shareholders of the Business Combination Proposal is also a condition to closing in the merger agreement.
Q:
What is the relationship between Silver Spike and the investors who are investing in Silver Spike in private placements to fund the business combination?
A:
Simultaneously with the consummation of our IPO and the sale of the units, we consummated a private placement of 7,000,000 warrants at a price of $1.00 per warrant, issued to our sponsor, generating total proceeds of $7,000,000.
In addition, pursuant to the subscription agreements, the subscription investors (which include a special purpose vehicle controlled by an affiliate of our sponsor through which certain investors, including our three independent directors, Richard M. Goldman Kenneth H. Landis and Orrin Devinsky, will purchase subscription shares) have committed to purchase an aggregate of 32,500,000 of Class A ordinary shares (or shares of Class A common stock of New WMH into which such shares will convert in connection with the domestication) in a privately negotiated transaction in connection with the consummation of the business combination, for $10.00 per share, for an aggregate purchase price of $325,000,000. Please see the section entitled “The Business Combination – Related Agreements” for more information.
For more information about the interests of our sponsor, officers and directors in the business combination, see the section entitled “The Business Combination – Interests of Certain Persons in the Business Combination.”
Q:
Will the management of Silver Spike and WMH change following the business combination?
A:
The business and affairs of New WMH will be managed under the direction of its board of directors. Following the closing, New WMH’s board will be chaired by    and include Scott Gordon, Chairman and Chief Executive Officer of Silver Spike, and five additional directors, a number of which shall be independent such that a majority of the board of directors is independent. Subject to the terms of the proposed organizational documents, the number of directors will be fixed by New WMH’s board of directors. Please see the section entitled “Officers and Directors of New WMH After the Business Combination” for more information.
Q:
What is the form of consideration that the WMH equity holders will receive in return for the acquisition of WMH by Silver Spike?
A:
Upon the closing, the WMH limited liability company interests of the WMH equity holders will convert into the right to receive (A) certain cash consideration and (B) post-merger WMH units and, as to the WMH Class A equity holders, Class V common stock. The shares of Class V common stock provide no economic rights in New WMH to the holder of the shares of Class V common stock; however, each share of Class V common stock will entitle the holder to one vote as a common stockholder of New WMH.
Pursuant to the exchange agreement, from time to time at and after 180 days following the closing, and subject to the procedures and restrictions set forth therein, each post-merger WMH equity holder will be entitled to exchange their post-merger WMH units for Class A common stock of New WMH or, at the election of New WMH, the cash equivalent thereof. Based on the assumptions set forth under the last paragraph of the section entitled “Certain Defined Terms,” the total number of post-merger WMH units issuable to the post-merger WMH equity holders will be 86,000,000, entitling the post-merger WMH equity holders collectively to exchange them for 57.4% of New WMH’s Class A common stock in the aggregate.
Each share of Class A common stock of New WMH will provide the holder the rights to vote, receive dividends, and share in distributions in connection with a liquidation and other stockholder rights with respect to New WMH.”
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Q:
What is a tax receivable agreement?
A:
In connection with the business combination, New WMH, the holder representative and the WMH Class A equity holders will enter into the tax receivable agreement. Pursuant to the tax receivable agreement, New WMH will pay to WMH Class A equity holders 85% of the net income tax savings that New WMH actually realizes as a result of the exchange of common units for cash in the business combination and future exchanges of the post-merger Class A units for shares of Class A common stock or cash pursuant to the exchange agreement, and certain other tax attributes of WMH and tax benefits related to the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. For more information on the tax receivable agreement, please see the section entitled “The Business Combination − Related Agreements − Tax Receivable Agreement.”
Q:
How were the transaction structure and consideration for the business combination determined?
A:
The business combination was the result of an extensive search for a potential transaction utilizing the global network and investing and operating experience of Silver Spike’s management team and board of directors. The terms of the business combination were the result of extensive negotiations between Silver Spike, WMH, the holder representative and the other parties to the business combination. Please see the section entitled “The Business Combination – Background of the Business Combination” for more information. At the closing, New WMH will become the managing member of WMH and will own approximately 42.6% of the economic interest in WMH in the no redemption scenario and 25.9% of the economic interest in WMH in the maximum redemption scenario. The organizational structure is described in more detail below under “The Business Combination − The Merger Agreement − Structure.”
Q:
What conditions must be satisfied to complete the business combination?
A:
There are a number of closing conditions in the merger agreement, including the approval by our shareholders of the Transaction Proposals (other than the Adjournment Proposal) as well as certain regulatory approvals. For a summary of the conditions that must be satisfied or waived prior to completion of the business combination, see the section entitled “The Business Combination – The Merger Agreement – Conditions to Closing of the Business Combination.”
Q:
What equity stake will current Silver Spike public shareholders, the subscription investors, the post-merger WMH equity holders and our sponsor, officers and directors hold in New WMH following the consummation of the business combination?
A:
Assuming there are no redemptions of our public shares and that no additional shares are issued prior to completion of the business combination, it is anticipated that, upon completion of the business combination and related transactions, the ownership of Silver Spike by our public shareholders, our subscription investors, the post-merger WMH equity holders and our sponsor, officers and directors will be as follows:
The public shareholders would own 24,998,575 shares of Class A common stock, representing 16.7% of New WMH’s total outstanding shares of common stock;
Our subscription investors would own 32,500,000 shares of Class A common stock, representing 21.7% of New WMH’s total outstanding shares of common stock;
Our sponsor and affiliates of our sponsor (including the SPV) would own 9,750,000 shares of Class A common stock, representing 6.5% of New WMH’s total outstanding shares of common stock;
Our officers and directors (including directors nominated for election at the general meeting) would own     shares of Class A common stock, representing   % of New WMH’s total outstanding shares of common stock;
The WMH Class A equity holders would own 65,984,049 shares of Class A common stock, representing 44.1% of New WMH’s total outstanding shares of common stock; and
The WMH Class B equity holders would own 20,015,951 shares of Class A common stock, representing 13.4% of New WMH’s total outstanding shares of common stock.
The preceding description of the ownership of Silver Spike’s securities is accurate as of the date of filing of this proxy statement/prospectus. The preceding description does not take into account any transactions that may be entered into after the date hereof.
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The ownership percentages set forth above do not take into account any warrants that will be outstanding as of the closing and may be exercised thereafter. If the actual facts are different than these assumptions, the percentage ownership retained by Silver Spike’s existing shareholders in New WMH following the business combination will be different. For example, if we assume that all 12,500,000 public warrants and 7,000,000 private placement warrants were exercisable and exercised following completion of the business combination and related transactions, then the ownership of Silver Spike by our public shareholders, our subscription investors, the post-merger WMH equity holders and our sponsor, officers and directors will be as follows:
The public shareholders would own 37,498,575 shares of Class A common stock, representing 22.2% of New WMH’s total outstanding shares of common stock;
the subscription investors would own 32,500,000 shares of Class A common stock, representing 19.2% of New WMH’s total outstanding shares of common stock;
Our sponsor and affiliates of our sponsor (including the SPV) would own 16,750,000 shares of Class A common stock, representing 9.9% of New WMH’s total outstanding shares of common stock;
Our officers and directors (including directors nominated for election at the general meeting) would own     shares of Class A common stock, representing   % of New WMH’s total outstanding shares of common stock;
The WMH Class A equity holders would own 65,984,049 shares of Class A common stock, representing 39.0% of New WMH’s total outstanding shares of common stock; and
The WMH Class B equity holders would own 20,015,951 shares of Class A common stock, representing 11.8% of New WMH’s total outstanding shares of common stock.
The preceding description of the ownership of Silver Spike’s securities is accurate as of the date of filing of this proxy statement/prospectus. The preceding description does not take into account any transactions that may be entered into after the date hereof.
You should read “Unaudited Pro Forma Condensed Combined Financial Information” for further information.
Q:
What equity stake will current WMH equity holders hold in New WMH following the consummation of the business combination?
A:
Upon the completion of the business combination (assuming, among other things, that no Silver Spike shareholders exercise redemption rights with respect to their ordinary shares upon completion of the business combination and the other assumptions described under the last paragraph of the section entitled “Certain Defined Terms”), the WMH equity holders are expected to continue to hold approximately 57.4% of the voting interest in New WMH. The current holders of Silver Spike ordinary shares are expected to own approximately 20.9% of New WMH’s outstanding Class A common stock.
If any of Silver Spike’s shareholders exercise their redemption rights, the percentage of New WMH’s outstanding shares of Class A common stock held by the current holders of Silver Spike ordinary shares will decrease and the percentages held by the WMH equity holders will increase, in each case relative to the percentage held if none of the Silver Spike ordinary shares are redeemed. All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the last paragraph of the section entitled “Certain Defined Terms.” Should one or more of the assumptions prove incorrect, actual beneficial ownership percentages may vary materially from those described in this proxy statement/prospectus as anticipated, believed, estimated, expected or intended.
Q:
Did the board of directors of Silver Spike obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the business combination?
A:
No. The board of directors of Silver Spike did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the business combination. Silver Spike’s officers and directors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and expertise of Silver Spike’s
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advisors, enabled them to make the necessary analyses and determinations regarding the business combination. Accordingly, investors will be relying solely on the judgment of the board of directors of Silver Spike in valuing WMH’s business and assuming the risk that the board of directors of Silver Spike may not have properly valued such business.
Q:
Why is Silver Spike proposing the Nasdaq Proposal?
A:
Silver Spike is proposing the Nasdaq Proposal in order to comply with Nasdaq listing rules, which require, among other things, shareholder approval of certain transactions that result in the issuance of 20% or more of a company’s outstanding voting power or shares of common stock outstanding before the issuance of stock or securities or the issuance of stock or securities to any director, officer or “Substantial Shareholder.” In connection with the business combination, Silver Spike is seeking shareholder approval for the issuance of: (a) 32,500,000 shares of Class A common stock to the subscription investors in a private placement simultaneously with the closing of the business combination and (b) 65,984,049 shares of Class V common stock to the post-merger WMH equity holders. Because the number of securities that New WMH will issue to the subscription investors in connection with the business combination is equal to 20% or more of Silver Spike’s outstanding voting power and outstanding common stock in connection with the business combination, it is required to obtain shareholder approval of such issuances pursuant to Nasdaq listing rules. Shareholder approval of the Nasdaq Proposal is also a condition to closing in the merger agreement. See the section entitled “Proposal No. 2 — The Nasdaq Proposal” for additional information.”
Q:
Why is Silver Spike proposing the Domestication Proposal?
A:
Silver Spike’s shareholders are also being asked to consider and vote upon a proposal to approve a change of Silver Spike’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware, which is referred to as the “domestication.” The Domestication Proposal allows Silver Spike to re-domicile as a Delaware entity. We believe that the domestication would, among other things, enable New WMH to avoid certain tax inefficiencies, including tax inefficiencies that would result if New WMH were to conduct an operating business in the United States as a foreign corporation following the business combination; provide legal, administrative, and other similar efficiencies; relocate our jurisdiction of organization to one that is the choice of domicile for many publicly traded corporations, as there is an abundance of case law to assist in interpreting the DGCL, and the Delaware legislature frequently updates the DGCL to reflect current technology and legal trends; and provide a favorable corporate environment which will help us compete more effectively with other publicly traded companies in raising capital and in attracting and retaining skilled and experienced personnel. See the section entitled “Proposal No. 3 – The Domestication Proposal,” for additional information.
Q:
How will the domestication affect my public shares, public warrants and units?
A:
Upon the consummation of the domestication, each of Silver Spike’s currently issued and outstanding Class A ordinary shares and Class B ordinary shares will automatically convert by operation of law, on a one-for-one basis, into shares of Class A common stock. Similarly, all of Silver Spike’s outstanding warrants will become warrants to acquire the shares of Class A common stock, and no other changes will be made to the terms of any outstanding warrants as a result of the domestication.
Q:
What amendments will be made to the existing organizational documents of Silver Spike?
A:
In connection with the domestication, Silver Spike’s shareholders also are being asked to consider and vote upon a proposal to replace the existing organizational documents of Silver Spike under the Cayman Islands Companies Act with the proposed organizational documents of New WMH under the DGCL, which differ materially from the existing organizational documents.
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Existing Organizational
Documents
Proposed Organizational
Documents
Corporate Name
(Organizational Documents Proposal A)
The existing organizational documents provide the name of the company is “Silver Spike Acquisition Corp.”

See paragraph 1 of the existing organizational documents.
The proposed organizational documents provide the new name of the corporation to be “    .”

See Article 1 of the proposed charter.
 
 
 
Exclusive Forum
(Organizational Documents Proposal A)
The existing organizational documents do not contain a provision adopting an exclusive forum for certain shareholder litigation.
The proposed organizational documents adopt Delaware as the exclusive forum for certain stockholder litigation.

See Article 12 of the proposed charter.
 
 
 
Perpetual Existence
(Organizational Documents Proposal A)
The existing organizational documents provide that if we do not consummate a business combination (as defined in our existing organizational documents) by July 10, 2021, Silver Spike will cease all operations except for the purposes of winding-up, liquidation and dissolution and shall redeem the shares issued in its initial public offering and liquidate its trust account.

See Article 49.6 of the existing organizational documents.
The proposed organizational documents do not contain a provision with regard to the cessation of operations if we do not consummate a business combination by July 10, 2021, and New WMH’s existence will be perpetual.
 
 
 
Provisions Related to Status as Blank Check Company
(Organizational Documents Proposal A)
The existing organizational documents set forth various provisions related to our status as a blank check company prior to the consummation of a business combination.

See Article 49 of the existing organizational documents.
The proposed organizational documents do not include provisions related to our status as a blank check company prior to the consummation of a business combination.
 
 
 
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Existing Organizational
Documents
Proposed Organizational
Documents
Waiver of Corporate Opportunities
(Organizational Documents Proposal A)
The existing organizational documents do not provide an explicit waiver of corporate opportunities for Silver Spike or its directors.
The proposed organizational documents provide an explicit waiver of corporate opportunities for New WMH and its directors, subject to certain exceptions.

See Article 14 of the proposed charter.
 
 
 
Classified Board of Directors
(Organizational Documents Proposal B)
The existing organizational documents provide that the board of directors will be divided into two classes, with each class generally serving for a term of two years and only one class of directors being elected in each year.

See Article 27 of the existing organizational documents.
The proposed organizational documents provide that the board of directors of New WMH will be divided into three classes, with each class generally serving for a term of three years and only one class of directors being elected in each year.

See Article 7.2 of the proposed charter and Section 3.02 of the proposed bylaws.
 
 
 
Removal for Cause
(Organizational Documents Proposal C)
The existing organizational documents provide that any director may be removed from office (i) if prior to the consummation of a business combination, by an ordinary resolution of the holders of the Class B ordinary shares and (ii) if following the consummation of a business combination, by an ordinary resolution of the holders of ordinary shares.

See Article 29 of the existing organizational documents.
The proposed charter provides that, except for Preferred Stock Directors (as defined in our proposed organizational documents), any director may be removed from office at any time, but only for cause by the affirmative vote of the holders of a majority of the total voting power of all then outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class.

See Section 7.4 of the proposed charter.
 
 
 
Ability of Stockholder to Call a Special Meeting
(Organizational Documents Proposal D)
The existing organizational documents provide that the board of directors shall, on a shareholder’s request, proceed to convene an extraordinary general meeting of Silver Spike, provided that the requesting shareholders hold not less than 30% in par value of the issued shares entitled to vote at a general meeting.

See Article 20.3 and 20.4 of the existing organizational documents.
The proposed organizational documents do not permit the stockholders of New WMH to call a special meeting.

See Article 8.2 of the proposed charter and Section 2.03 of the proposed bylaws.
 
 
 
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Existing Organizational
Documents
Proposed Organizational
Documents
Action by Written Consent
(Organizational Documents Proposal E)
The existing organizational documents provide that a resolution in writing signed by all the shareholders entitled to vote at general meetings shall be as valid and effective as if the same had been passed at a duly convened and held general meeting.

See Article 22.3 of the existing organizational documents.
The proposed organizational documents provide that, subject to the rights of the holders of shares of Class V common stock, any action required or permitted to be taken by New WMH’s stockholders must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders.

See Article 8.1 of the proposed charter and Section 2.13 of the proposed bylaws.
 
 
 
Authorized Shares
(Organizational Documents Proposal F)
Our existing organizational documents authorize the issuance of up to 200,000,000 Class A ordinary shares, 20,000,000 Class B ordinary shares, and 1,000,000 preferred shares, par value $0.0001 per share.

See paragraph 5 of the existing organizational documents.
The proposed charter authorizes the issuance of shares of Class A common stock, shares of Class V common stock and shares of preferred stock, par value $0.0001 per share.

See Article 4 of the proposed charter.
 
 
 
Q:
What happens if I sell my ordinary shares before the general meeting?
A:The record date for the general meeting is earlier than the date that the business combination is expected to be completed. If you transfer your ordinary shares after the record date, but before the general meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the general meeting. However, you will not be able to seek redemption of your ordinary shares because you will no longer be able to deliver them for cancellation upon consummation of the business combination in accordance with the provisions described herein. If you transfer your ordinary shares prior to the record date, you will have no right to vote those shares at the general meeting or have those shares redeemed for a pro rata portion of the proceeds held in the trust account.
Q:
What vote is required to approve the Transaction Proposals presented at the general meeting?
A:
The Business Combination Proposal, the Nasdaq Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal must be approved by an ordinary resolution as a matter of Cayman Islands law, being the affirmative vote (in person or by proxy) of a majority of the shareholders who attend and vote at the general meeting. Pursuant to our existing organizational documents, until the closing, only holders of Class B ordinary shares can appoint or remove directors. Therefore, only holders of Class B ordinary shares will vote on the Director Election Proposal. The election of each director nominee must be approved by an ordinary resolution as a matter of Cayman Islands law, being the affirmative vote (in person or by proxy) of the holders of not less than a majority of the outstanding Class B ordinary shares as of the record date that are present and vote at the general meeting. Approval of the Organizational Documents Proposals and the Domestication Proposal must be approved by a special resolution as a matter of Cayman Islands law, being the affirmative vote (in person or by proxy) of a majority of at least two-thirds of the shareholders who attend and vote at the general meeting.
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Q:
May our sponsor, directors, officers, advisors or their affiliates purchase public shares or warrants prior to or in connection with the business combination?
A:
Prior to or in connection with the business combination, our sponsor, directors, officers, or advisors or their respective affiliates may purchase public shares or warrants. None of our sponsor, directors, officers or advisors or their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if prohibited during a restricted period under Regulation M under the Exchange Act. Such purchases of public shares may be in privately negotiated transactions with shareholders who would have otherwise elected to have their public shares redeemed in connection with the business combination. In the event that our sponsor, directors, officers or advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders may be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases of public shares may be effected at purchase prices that are below or in excess of the per-share pro rata portion of the trust account.
Q:
How many votes do I have at the general meeting?
A:
Silver Spike’s shareholders are entitled to one vote at the general meeting for each ordinary share held of record as of     , 2021, the record date for the general meeting (the “record date”). As of the close of business on the record date, there were a combined 31,248,575 outstanding ordinary shares.
Q:
What constitutes a quorum at the general meeting?
A:
Holders of a majority of the issued shares entitled to vote at the general meeting, present in person or represented by proxy, constitute a quorum. In the absence of a quorum, the chairman of the meeting has the power to adjourn the general meeting. As of the record date for the general meeting,      ordinary shares, in the aggregate, would be required to achieve a quorum.
Q:
How will Silver Spike’s sponsor, directors and officers vote?
A:
In connection with the IPO, we entered into the sponsor IPO letter agreement with our sponsor and each of our directors and officers, pursuant to which each agreed to vote any ordinary shares owned by them in favor of the business combination. Concurrently with the merger agreement, we entered into the sponsor letter agreement with our sponsor and WMH, pursuant to which our sponsor agreed to waive the anti-dilution protection to which it would otherwise be entitled in connection with the PIPE subscription financing, not to redeem any founder shares, to vote in favor of the Transaction Proposals, and to subject certain founder shares to earn-out restrictions if available cash at closing is less than $350 million. Currently, shareholders that have agreed to vote ordinary shares owned by them in favor of the Transaction Proposals own approximately 20% of our issued and outstanding ordinary shares, in the aggregate, including the founder shares. See the section entitled “The Business Combination – Related Agreements – Sponsor Letter Agreement.”
Q:
What interests do the current officers and directors have in the business combination?
A:
In considering the recommendation of our board of directors to vote in favor of the business combination, shareholders should be aware that, aside from their interests as shareholders, our sponsor and certain of our directors and officers have interests in the business combination that are different from, or in addition to, those of other shareholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the business combination and in recommending to shareholders that they approve the business combination. Shareholders should take these interests into account in deciding whether to approve the business combination. These interests include, among other things:
the fact that 6,250,000 founder shares held by our sponsor, for which it paid approximately $25,000, will convert on a one-for-one basis, into 6,250,000 shares of Class A common stock upon the closing (assuming (x) no public shares are redeemed by public shareholders in connection with the business combination and (y) no additional Class A ordinary shares, or securities convertible into or exchangeable for Class A ordinary shares are issued by us in connection with or in relation to the consummation of the business combination), and such shares, if unrestricted and freely tradable would be valued at approximately $    , based on the closing price of our Class A ordinary shares on the Nasdaq on     , 2021;
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the fact that our sponsor will lose its entire investment in us if we do not complete a business combination by July 10, 2021;
the fact that in connection with the business combination, we entered into the subscription agreements with the subscription investors, which include a special purpose vehicle owned by certain of our and our sponsor’s directors and officers, which provide for the purchase by the subscription investors of an aggregate of 32,500,000 Class A ordinary shares (or shares of Class A common stock of New WMH into which such shares will convert in connection with the domestication), for a purchase price of $10.00 per ordinary share, in a private placement, the closing of which will occur immediately prior to the closing;
the fact that our sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to its founder shares if Silver Spike fails to complete an initial business combination, including the business combination, by July 10, 2021;
the fact that if the trust account is liquidated, including in the event Silver Spike is unable to complete an initial business combination by July 10, 2021, our sponsor has agreed that it will be liable to Silver Spike if and to the extent any claims by a third party (other than Silver Spike’s independent auditors) for services rendered or products sold to Silver Spike, or a prospective target business with which Silver Spike has discussed entering into a transaction agreement, reduce the amounts in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act;
the fact that one or more directors of Silver Spike will be a director of New WMH;
the continued indemnification of Silver Spike’s current directors and officers and the continuation of Silver Spike’s directors’ and officers’ liability insurance after the business combination; and
the fact that our sponsor, officers, directors and their respective affiliates will not be reimbursed for any out-of-pocket expenses from any amounts held in the trust account if an initial business combination is not consummated by July 10, 2021.
Q:
Do I have redemption rights?
A:
Pursuant to our existing organizational documents, we are providing the public shareholders with the opportunity to have their public shares redeemed at the closing of the business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of a business combination, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding Class A ordinary shares included as part of the units sold in the IPO, subject to the limitations described in this proxy statement/prospectus. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. For illustrative purposes, based on the fair value of marketable securities held in the trust account as of September 30, 2020 of approximately $254,115,791, the estimated per share redemption price would have been approximately $10.16. Public shareholders may elect to redeem their public shares even if they vote for the Business Combination Proposal and the other Transaction Proposals. Our existing organizational documents provide that a public shareholder, acting together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a partnership, limited partnership, syndicate, or other group for purposes of acquiring, holding, or disposing of any shares of Silver Spike, will be restricted from exercising this redemption right with respect to more than 15% of the public shares in the aggregate without the prior consent of Silver Spike. There will be no redemption rights with respect to our warrants. Our sponsor, the holder of our Class B ordinary shares issued in a private placement prior to the IPO, has entered into the sponsor IPO letter agreement with us pursuant to which our sponsor has agreed to waive its redemption rights with respect to its founder shares and any public shares our sponsor may have acquired after our IPO in connection with the completion of the business combination. Permitted transferees of our sponsor will be subject to the same obligations.
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Additionally, shares properly tendered for redemption will only be redeemed if the business combination is consummated; otherwise holders of such shares will only be entitled to a pro rata portion of the trust account (including interest but net of income taxes payable) in connection with the liquidation of the trust account or if we subsequently complete a different initial business combination on or prior to July 10, 2021, and such shares are tendered for redemption in connection with such different initial business combination.
We will pay the redemption price to any public shareholders who properly exercise their redemption rights promptly following the closing. The closing is subject to the satisfaction of a number of conditions. As a result, there may be a significant delay between the deadline for exercising redemption requests prior to the general meeting and payment of the redemption price. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the vote is taken with respect to the business combination.
Q:
Will how I vote affect my ability to exercise redemption rights?
A:
No. You may exercise your redemption rights whether you vote your ordinary shares for or against or abstain from voting on the Business Combination Proposal or any other Transaction Proposal described in this proxy statement/prospectus. As a result, the business combination can be approved by shareholders who will redeem their shares and no longer remain shareholders.
Q:
How do I exercise my redemption rights?
A:
In order to exercise your redemption rights, you must (i) if you hold your ordinary shares through units, elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares, and (ii) prior to 9:30 a.m., local time, on     , 2021 (two (2) business days before the general meeting), tender your shares electronically and submit a request in writing that we redeem your public shares for cash to Continental Stock Transfer & Trust Company, our transfer agent, at the following address:
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
Email: mzinkind@continentalstock.com
Your written request should include a certification that you are not acting in concert or as a partnership, syndicate, or other “group” (as defined in Section 13 of the Exchange Act) with any other shareholder with respect to ordinary shares. Our existing organizational documents provide that a public shareholder, acting together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a partnership, limited partnership, syndicate, or other group for purposes of acquiring, holding, or disposing of any shares of Silver Spike, will be restricted from exercising this redemption right with respect to more than 15% of the public shares in the aggregate without the prior consent of Silver Spike. There will be no redemption rights with respect to our warrants.
Shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares delivered electronically in order to exercise their redemption rights. Holders of outstanding units of Silver Spike must separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company. Such written instructions must include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically, using the Depository Trust & Clearing Corporation (“DTCC”) DWAC (deposit withdrawal at custodian) system, a withdrawal of the relevant units and a deposit of an equal number of public shares and public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the public shares from the units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your public shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the vote is taken with
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respect to the business combination. If you delivered your shares for redemption to the transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that the transfer agent return the shares. You may make such request by contacting our transfer agent at the phone number or address listed under the question “Who can help answer my questions?” below.
Q:
What are the U.S. federal income tax consequences of exercising my redemption rights?
A:
A U.S. Holder (as defined in “U.S. Federal Income Tax Considerations” below) of ordinary shares (if the domestication does not occur) or Class A common stock (if the domestication occurs) as the case may be, that exercises its redemption rights to receive cash from the trust account in exchange for such ordinary shares or common stock may (subject to the application of the PFIC rules) be treated as selling such ordinary shares or common stock resulting in the recognition of capital gain or capital loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of ordinary shares or common stock, as the case may be, that a U.S. Holder owns or is deemed to own (including through the ownership of warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights by a U.S. Holder, see the sections entitled “U.S. Federal Income Tax Considerations – Tax Consequences of the Ownership and Disposition of Silver Spike Ordinary Shares and Warrants if the Domestication Does Not Occur – Redemption of Ordinary Shares” and “U.S. Federal Income Tax Considerations – Tax Consequences of a Redemption of Class A Common Stock.”
Additionally, because the domestication will occur (if it is approved) prior to the redemption of U.S. Holders that exercise redemption rights, U.S. Holders exercising redemption rights will be subject to the potential tax consequences of Section 367 of the Code and the PFIC rules as a result of the domestication. The tax consequences of Section 367 of the Code and the PFIC rules are discussed more fully below under “U.S. Federal Income Tax Considerations.” We urge you to consult your tax advisors regarding the tax consequences of exercising your redemption rights.
If the domestication occurs, a Non-U.S. Holder (as defined in “U.S. Federal Income Tax Considerations” below) of Class A common stock that exercises its redemption rights to receive cash from the trust account in exchange for such common stock, like a U.S. Holder, will also generally be treated as selling such common stock. Gain recognized by a Non-U.S. Holder in connection with a redemption generally will not be subject to U.S. federal income tax unless certain exceptions apply. However, as with U.S. Holders, a redemption by a Non-U.S. Holder may be treated as a distribution for U.S. federal income tax purposes, depending on the amount of common stock that a Non-U.S. Holder owns or is deemed to own (including through the ownership of warrants). Any portion of such distribution that constitutes a dividend for U.S. federal income tax purposes will generally be subject to withholding tax at a rate of 30% of the gross amount of the dividend (unless such Non-U.S. Holder establishes that it is eligible for a reduced rate of withholding tax under an applicable income tax treaty or certain other exceptions apply).
Because the determination as to whether a redemption is treated as a sale or a distribution is dependent on matters of fact, withholding agents may presume, for withholding purposes, that all amounts paid to Non-U.S. Holders in connection with a redemption are treated as distributions in respect of such Non-U.S. Holder’s shares of Class A common stock. Accordingly, a Non-U.S. Holder should expect that a withholding agent will likely withhold U.S. federal income tax on the gross proceeds payable to a Non-U.S. Holder pursuant to a redemption at a rate of 30% unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E, or other applicable IRS Form W-8). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights by a Non-U.S. Holder, see the section entitled “U.S. Federal Income Tax Considerations – Tax Consequences of a Redemption of Class A common stock.”
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Q:
What are the U.S. federal income tax consequences of the Domestication Proposal?
A:
The domestication should constitute a tax-free reorganization within the meaning of Section 368(a)(1)(F) of the Code. Assuming that the domestication so qualifies, the following summarizes the consequences to U.S. Holders (as defined in “U.S. Federal Income Tax Considerations” below) of the domestication:
Subject to the discussion below concerning PFICs, a U.S. Holder of Silver Spike ordinary shares whose ordinary shares have a fair market value of less than $50,000 on the date of the domestication and does not own actually and/or constructively 10% or more of the total combined voting power of all classes of Silver Spike shares entitled to vote or 10% or more of the total value of all classes of Silver Spike shares (a “10% shareholder”) will not recognize any gain or loss and will not be required to include any part of Silver Spike’s earnings in income.
Subject to the discussion below concerning PFICs, a U.S. Holder of Silver Spike ordinary shares whose ordinary shares have a fair market value of $50,000 or more, but who is not a 10% shareholder will generally recognize gain (but not loss) on the deemed receipt of Class A common stock in the domestication. As an alternative to recognizing gain as a result of the domestication, such U.S. Holder may file an election to include in income, as a dividend, the “all earnings and profits amount” (as defined in the regulations promulgated under the Code (the “Treasury Regulations”) under Section 367) attributable to its Silver Spike ordinary shares provided certain other requirements are satisfied.
Subject to the discussion below concerning PFICs, a U.S. Holder of Silver Spike ordinary shares who on the date of the domestication is a 10% shareholder will generally be required to include in income, as a dividend, the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367) attributable to its Silver Spike ordinary shares provided certain other requirements are satisfied.
As discussed further under “U.S. Federal Income Tax Considerations” below, Silver Spike believes that it is (and has been) treated as a PFIC for U.S. federal income tax purposes. In the event that Silver Spike is (or in some cases has been) treated as a PFIC, notwithstanding the foregoing, proposed Treasury Regulations under Section 1291(f) of the Code (which have a retroactive effective date), if finalized in their current form, generally would require a U.S. Holder to recognize gain as a result of the domestication unless the U.S. Holder makes (or has made) certain elections discussed further under “U.S. Federal Income Tax Considerations – The Domestication.” The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on a complex set of rules. It is difficult to predict whether such proposed regulations will be finalized and whether, in what form, and with what effective date, other final Treasury Regulations under Section 1291(f) of the Code will be adopted. Further, it is not clear how any such regulations would apply to the warrants. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the domestication, see the section entitled “U.S. Federal Income Tax Considerations.” Each U.S. Holder of Silver Spike ordinary shares or warrants is urged to consult its own tax advisor concerning the application of the PFIC rules to the exchange of Silver Spike ordinary shares for Class A common stock and Silver Spike warrants for New WMH warrants pursuant to the domestication.
Additionally, the domestication may cause Non-U.S. Holders (as defined in “U.S. Federal Income Tax Considerations” below) to become subject to U.S. federal income withholding taxes on any dividends in respect of such Non-U.S. Holder’s Class A common stock subsequent to the domestication.
The tax consequences of the domestication are complex and will depend on a holder’s particular circumstances. All holders are strongly urged to consult their tax advisor for a full description and understanding of the tax consequences of the domestication, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For a more complete discussion of the U.S. federal income tax considerations of the domestication, see the section entitled “U.S. Federal Income Tax Considerations.”
Q:
If I am a warrant holder, can I exercise redemption rights with respect to my warrants?
A:
No. The holders of our warrants have no redemption rights with respect to our warrants.
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Q:
Do I have appraisal rights if I object to the business combination?
A:
No. There are no appraisal rights available to holders of ordinary shares in connection with the business combination under Cayman Islands law or the DGCL.
Q:
Do I have appraisal rights in connection with the Domestication Proposal?
A:
No. There are no appraisal rights available to holders of ordinary shares in connection with the Domestication Proposal under Cayman Islands law or the DGCL.
Q:
What happens to the funds deposited in the trust account after consummation of the business combination?
A:
If the Business Combination Proposal is approved, Silver Spike intends to use a portion of the funds held in the trust account to pay (i) tax obligations and deferred underwriting commissions from the IPO and (ii) for any redemptions of public shares. The remaining balance in the trust account, together with proceeds received from the PIPE subscription financing will be used to finance the consideration payable in the business combination and the costs and expenses incurred in connection therewith and to provide operation capital for future operations. See the section entitled “The Business Combination” for additional information.
Q:
What happens if the business combination is not consummated or is terminated?
A:
There are certain circumstances under which the merger agreement may be terminated. See the section entitled “The Business Combination – The Merger Agreement – Termination” for additional information regarding the parties’ specific termination rights. In accordance with our existing organizational documents, if an initial business combination is not consummated by July 10, 2021, Silver Spike will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
Silver Spike expects that the amount of any distribution its public shareholders will be entitled to receive upon its dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the business combination, subject in each case to Silver Spike’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. Holders of our founder shares have waived any right to any liquidating distributions with respect to those shares.
There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete a business combination by July 10, 2021.
Q:
When is the business combination expected to be consummated?
A:
It is currently anticipated that the business combination will be consummated as promptly as possible following the general meeting of Silver Spike shareholders to be held on     , 2021, provided that all the requisite shareholder approvals are obtained and other conditions to the consummation of the business combination have been satisfied or waived. The closing is subject to certain regulatory approvals, including expiration or termination of the waiting period under the Hart Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules promulgated thereunder (the “HSR Act”) (the waiting period under the HSR Act was terminated on January 15, 2021), and as a result, may be subject to substantial delay. The merger agreement may be terminated and the business combination and the other transactions contemplated thereby may be abandoned at any time prior to the closing if the approval of Silver Spike’s shareholders in respect of any Transaction Proposal (other than the Adjournment Proposal) is not obtained at the Silver Spike general meeting. For a description of the conditions for the completion of the business combination, see the section entitled “The Business Combination – The Merger Agreement – Conditions to Closing of the Business Combination” beginning on page 106.
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Q:
What do I need to do now?
A:
You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including “Risk Factors” and the annexes, and the documents incorporated by reference herein, and to consider how the business combination will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.
Q:
How do I vote?
A:
If you were a holder of record of ordinary shares on    , 2021, the record date for the general meeting of Silver Spike shareholders, you may vote with respect to the Transaction Proposals in person at the general meeting or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the general meeting and vote in person, obtain a proxy from your broker, bank or nominee. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast and will have no effect on the outcome of the vote on any of the Transaction Proposals. If a shareholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-routine” proposals, such as the Business Combination Proposal and the Domestication Proposal.
Q:
What will happen if I abstain from voting or fail to vote at the general meeting?
A:
At the general meeting, Silver Spike will count a properly executed proxy marked “ABSTAIN” with respect to a particular Transaction Proposal as present for purposes of determining whether a quorum is present. For purposes of approval, abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast and will have no effect on the outcome of the vote on any of the Transaction Proposals.
Q:
What will happen if I sign and submit my proxy card without indicating how I wish to vote?
A:
Signed and dated proxies received by Silver Spike without an indication of how the shareholder intends to vote on a Transaction Proposal will be treated as an abstention.
Q:
If I am not going to attend the general meeting in person, should I submit my proxy card instead?
A:
Yes. Whether you plan to attend the general meeting or not, please read this proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.
Q:
What is a broker non-vote?
A:
Generally, a broker non-vote occurs when a bank, broker, custodian or other record holder that holds shares in “street name” is precluded from exercising voting discretion on a particular proposal because (i) the beneficial owner has not instructed the bank, broker, custodian or other record holder how to vote, and (ii) the bank, broker, custodian, or other record holder lacks discretionary voting power to vote such shares. Absent specific voting instructions from the beneficial owners of such shares, a bank, broker, custodian or other record holder does not have discretionary voting power with respect to the approval of “non-routine” matters, such as the Business Combination Proposal and the Domestication Proposal.
Q:
If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
A:
No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its
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agent. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. If you decide to vote, you should provide instructions to your broker, bank or other nominee on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee.
Q:
May I change my vote after I have submitted my executed proxy card?
A:
Yes. You may change your vote by sending a later-dated, signed proxy card to Silver Spike’s General Counsel at the address listed below so that it is received by our General Counsel prior to the general meeting or attend the general meeting in person and vote. You also may revoke your proxy by sending a notice of revocation to Silver Spike’s General Counsel, which must be received prior to the general meeting.
Q:
What should I do if I receive more than one set of voting materials?
A:
You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.
Q:
Who can help answer my questions?
A:
If you have questions about the Transaction Proposals or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:
Silver Spike Acquisition Corp.
660 Madison Avenue, Suite 1600
New York, NY 10065
Attention: Secretary
You may also contact our proxy solicitor at:
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005
Telephone: (212) 269-5550
(banks and brokers call collect at (877) 478-5045
Email: SSPK@dfking.com
To obtain timely delivery, our shareholders must request the materials no later than five (5) business days prior to the general meeting.
You may also obtain additional information about Silver Spike from documents filed with the United States Securities and Exchange Commission (the “SEC”) by following the instructions in the section entitled “Where You Can Find Additional Information; Incorporation by Reference.”
If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your shares electronically to our transfer agent at least two business days prior to the general meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your shares, please contact:
Continental Stock Transfer & Trust
Company1 State Street, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
Email: mzinkind@continentalstock.com
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Q:
Who will solicit and pay the cost of soliciting proxies?
A:
Silver Spike will pay the cost of soliciting proxies for the general meeting. Silver Spike has engaged D.F. King & Co., Inc. (“D.F. King”) to assist in the solicitation of proxies for the general meeting. Silver Spike has agreed to pay D.F. King a fee of $25,000, plus disbursements. Silver Spike will reimburse D.F. King for reasonable out-of-pocket losses, damages and expenses. Silver Spike will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of ordinary shares for their expenses in forwarding soliciting materials to beneficial owners of ordinary shares and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the business combination and the Transaction Proposals to be considered at the general meeting, you should read this entire proxy statement/prospectus carefully, including the annexes and the documents incorporated by reference herein. See also the section entitled “Where You Can Find Additional Information; Incorporation by Reference.”
Parties to the Business Combination
Silver Spike Acquisition Corp
Silver Spike is a blank check company incorporated on June 7, 2019 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
Our units, Class A ordinary shares and warrants are currently listed on the Nasdaq under the symbol “SSPKU,” “SSPK” and “SSPKW,” respectively. The units commenced public trading on August 8, 2019 and the Class A ordinary shares and warrants commenced public trading on January 14, 2020. Upon the domestication, we intend to change our name from “Silver Spike Acquisition Corp.” to “   ,” and we intend to apply to continue the listing of our Class A common stock and warrants on Nasdaq under the symbols “   ” and “   ” respectively. Our units will not be traded following the closing.
The mailing address of Silver Spike’s principal executive office is 660 Madison Ave., Suite 1600, New York, New York 10065. Its telephone number is (212) 905-4923. Silver Spike’s corporate website address is www.silverspikecap.com/ssac. Silver Spike’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus.
Silver Spike Merger Sub LLC
Silver Spike Merger Sub LLC is a Delaware limited liability company and wholly owned direct subsidiary of Silver Spike formed on December 7, 2020. In the merger, Merger Sub will merge with and into WMH with WMH being the surviving entity and a subsidiary of New WMH.
The mailing address of Merger Sub’s principal executive office is 660 Madison Ave., Suite 1600, New York, New York 10065. Its telephone number is (212) 905-4923.
WM Holding Company, LLC
WM Holding Company, LLC is a Delaware limited liability company. Founded in 2008, WMH operates the leading listings marketplace and most comprehensive SaaS subscription offering sold to retailers and brands in the U.S. state-legal and Canadian cannabis markets. WMH also provides information on the cannabis plant and the industry and advocates for legalization. WMH addresses the challenges facing both consumers seeking to understand cannabis products and businesses seeking brand awareness in a legally compliant fashion with WMH’s Weedmaps platform and WM Business SaaS solution. The Weedmaps marketplace provides consumers with information regarding cannabis retailers and brands, as well as the strain, pricing, and other information regarding locally available cannabis products, through WMH’s website and mobile apps, permitting product discovery and online reservation of products for pickup by consumers or delivery to consumers participating retailers. WMH provides consumers with discovery channels to improve their knowledge of the local market for cannabis products, whether they are looking by strain, price, effects or form factors. WMH’s weedmaps.com site also has educational content including news articles, information about cannabis strains, a number of “how-to” guides, policy white-papers and research to allow consumers to educate themselves on cannabis and its history, uses and legal status. While consumers can discover cannabis products, brands, and retailers on WMH’s site, WMH neither sells (or fulfills purchases of) cannabis products, nor does WMH process payments for cannabis transactions across its marketplace or SaaS solutions.
The mailing address of WMH’s principal executive office is 41 Discovery, Irvine, California 92618. Its telephone number is (844) 933-3627.
Holder Representative
Ghost Media Group, LLC is a Nevada limited liability company.
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The Business Combination
On December 10, 2020, we entered into the merger agreement with WMH, Merger Sub and the Holder Representative, pursuant to which, subject to the satisfaction or waiver of certain conditions set forth therein, Merger Sub will merge with and into WMH with WMH being the surviving entity and a subsidiary of New WMH.
This business combination is being accomplished through what is commonly referred to as an “Up-C” structure, which is often used by partnerships and limited liability companies undertaking an initial public offering. The Up-C structure allows the current WMH equity holders to retain their equity ownership in WMH, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of post-merger WMH units and provides potential future tax benefits for both New WMH and the post-merger WMH equity holders when they ultimately exchange their pass-through interests for shares of Class A common stock. New WMH will be a holding company, and immediately after the consummation of the business combination, its principal asset will be its ownership interests and managing member interest in WMH. We do not believe that the Up-C organizational structure will give rise to any significant business or strategic benefit or detriment.
The merger consideration to be paid to the WMH equity holders at the closing of the business combination pursuant to the merger agreement will have a value of $1.31 billion and will be paid in a mix of cash and equity consideration. At the closing, New WMH will become the managing member of WMH and will own approximately 42.6% of the economic interest in WMH in the no redemption scenario and 25.9% of the economic interest in WMH in the maximum redemption scenario.
For more information about the merger agreement and the business combination, see the section entitled “The Business Combination.”
Conditions to the Closing
Conditions to Obligations of Silver Spike Parties and WMH to Consummate the Business Combination
The obligations of the Silver Spike parties and WMH to consummate, or cause to be consummated, the business combination are subject to the satisfaction of the following conditions, any one or more of which may be waived (if permitted by applicable law) in writing by all of such parties:
all applicable waiting periods (and any extensions thereof) under the HSR Act must have expired or been terminated;
the shares of Class A common stock contemplated to be listed pursuant to the merger agreement must have been listed on Nasdaq and shall be eligible for continued listing on Nasdaq immediately following the closing (as if it were a new initial listing by an issuer that had never been listed prior to closing);
there must not be in force any applicable law or governmental order enjoining, prohibiting, making illegal or preventing the consummation of the business combination;
the approval of the Transaction Proposals (other than the Adjournment Proposal) by Silver Spike’s shareholders pursuant to this proxy statement/prospectus must have been obtained;
the approval of the WMH equity holders holding Class A units of WMH (the “WMH voting members”) must have been obtained;
the registration statement must have become effective in accordance with the Securities Act, no stop order has been issued by the SEC with respect to the registration statement and no action seeking such stop order has been threatened or initiated;
Silver Spike must have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after Silver Spike’s shareholders have exercised their right to redeem their shares in connection with the closing; and
the domestication must have been consummated.
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Conditions to Obligations of the Silver Spike Parties to Consummate the Business Combination
The obligations of the Silver Spike parties to consummate, or cause to be consummated, the business combination are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by the Silver Spike parties:
the representations and warranties of WMH set forth in the merger agreement (without giving effect to any materiality or “material adverse effect” or similar qualification therein), other than representations and warranties related to corporate organization of WMH and its subsidiaries, due authorization to enter the merger agreement and related documentation, capitalization of WMH and its subsidiaries, brokers’ fees and no occurrence of a material adverse effect, must be true and correct as of the date of the merger agreement and as of the closing date, as if made anew at and as of such time, except with respect to representations and warranties which speak as to an earlier date, which representations and warranties must be true and correct at and as of such date, except for, in each case, such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect;
the representations and warranties of WMH set forth in the merger agreement related to no occurrence of a material adverse effect must have been true and correct as of the date of the merger agreement and as of the closing, as if made anew at and as of that time;
the representations and warranties of WMH set forth in the merger agreement related to corporate organization of WMH and its subsidiaries, due authorization to enter the merger agreement and related documentation, capitalization of WMH and its subsidiaries and brokers’ fees (without giving effect to any materiality or “material adverse effect” or similar qualifications therein), must have been true and correct in all respects except for de minimis inaccuracies as of the date of the merger agreement and as of the closing, as if made anew at and as of that time (except to the extent that any such representation and warranty speaks expressly as of an earlier date, in which case such representation and warranty must have been true and correct in all respects except for de minimis inaccuracies as of such earlier date);
each of the covenants of WMH to be performed as of or prior to the date of closing must have been performed in all material respects;
from the date of the merger agreement there must have not occurred a material adverse effect;
Silver Spike must have received (i) the amended and restated registration rights agreement, the amended operating agreement, the tax receivable agreement and the exchange agreement, in each case executed by WMH, WMH equity holders or the holder representative, as applicable and (ii) a certificate signed by an authorized officer of WMH, dated as of the date of the closing, certifying that the preceding five bullets above have been satisfied;
if the closing has not occurred prior to February 16, 2021, WMH must have delivered to Silver Spike the audited financial statements of WMH and its subsidiaries as of and for the year ended December 31, 2020, prepared in accordance with GAAP and Regulation S-X and audited by WMH’s independent auditor.
Conditions to Obligations of WMH to Consummate the Business Combination
The obligation of WMH to consummate the business combination is subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by WMH:
each of the representations and warranties of the Silver Spike parties set forth in the merger agreement (without giving effect to any materiality or “Silver Spike material adverse effect” or similar qualifications therein), other than the representations and warranties set forth in the corporate organization of the Silver Spike parties, due authorization to enter the merger agreement and related documentation, capitalization of the Silver Spike parties, brokers’ fees and no occurrence of a material adverse effect, must be true and correct as of the date of the merger agreement and as of the date of closing, as if made anew at and as of that time, except with respect to representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date, except for, in each case, such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Silver Spike material adverse effect;
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the representations and warranties of the Silver Spike parties contained in the no occurrence of a Silver Spike material adverse effect representation have been true and correct as of the date of the merger agreement and as of the closing date, as if made anew at and as of that time;
each of the representations and warranties of the Silver Spike parties set forth in the merger agreement related to corporate organization of the Silver Spike parties, due authorization to enter the merger agreement and related documentation, capitalization of the Silver Spike parties and brokers’ fees (without giving effect to any materiality or “Silver Spike material adverse effect” or similar qualifications therein), must have been true and correct in all respects except for de minimis inaccuracies as of the date of the merger agreement and as of closing date, as if made anew at and as of that time (except to the extent that any such representation and warranty speaks expressly as of an earlier date, in which case such representation and warranty shall be true and correct in all respects except for de minimis inaccuracies as of such earlier date);
each of the covenants of the Silver Spike parties to be performed as of or prior to the closing must have been performed in all material respects;
from the date of the merger agreement there must not have been a Silver Spike material adverse effect;
WMH must have received (i) the amended and restated registration rights agreement, the amended operating agreement, the tax receivable agreement and the exchange agreement, in each case executed by New WMH and (ii) a certificate signed by an officer of New WMH, dated the date of closing, certifying that the conditions described in the preceding five bullets above have been fulfilled;
The available cash must be greater than or equal to $300,000,000.
Other Agreements
The following agreements were entered into or will be entered into in connection with the business combination, the merger agreement and the other transactions contemplated thereby:
Voting and Support Agreements
Concurrently with the execution of the merger agreement, the WMH voting and support members entered into the voting and support agreements in favor of Silver Spike and WMH and their respective successors.
In the voting and support agreements, the WMH voting members agreed to vote all of their WMH equity interests in WMH in favor of the merger agreement and related transactions and to take certain other actions in support of the merger agreement and related transactions. The voting and support agreements also prevent the WMH voting and support members from transferring their voting rights with respect to their WMH equity interests in WMH or otherwise transferring their WMH equity interests in WMH prior to the meeting of WMH’s members to approve the merger agreement and related transactions, except for certain permitted transfers. The WMH voting and support members also each agreed, with certain exceptions, to a lock-up for a period of 180 days after the closing with respect to any securities of New WMH or WMH that they receive as merger consideration under the merger agreement.
See the section entitled “The Business Combination – Related Agreements.”
Sponsor Letter Agreement
Concurrently with the execution of the merger agreement, our sponsor entered into the sponsor letter agreement with Silver Spike and WMH pursuant to which our sponsor agreed to vote all of its Class B ordinary shares in favor of the business combination and related transactions and to take certain other actions in support of the merger agreement and related transactions. Our sponsor also agreed that, in the event that the sum of (i) the amount of cash available to be released from the trust account of Silver Spike (after giving effect to all payments made as a result of the completion of all Silver Spike share redemptions) and (ii) the net amount of proceeds actually received by Silver Spike pursuant to the PIPE subscription financing is less than $350,000,000, then 15% of our sponsor’s ordinary shares will be deemed to be “deferred founder shares,” and a corresponding number of post-merger WMH units held by New WMH will be deemed to be “deferred earnout units.” Our sponsor agreed that it will not transfer and, subject to the achievement of certain milestones, may be required to forfeit, any such deferred sponsor shares
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(in which case a corresponding number of deferred company units will be forfeited), subject to the terms of the sponsor letter agreement. Our sponsor also waived certain anti-dilution protection to which it would otherwise be entitled in connection with the PIPE subscription financing.
See the section entitled “The Business Combination – Related Agreements.”
Exchange Agreement
New WMH, WMH and the post-merger WMH equity holders will enter into an exchange agreement at the time of the business combination under which the post-merger WMH equity holders (or certain permitted transferees thereof) will have the right from time to time at and after 180 days following the closing of the business combination (subject to the terms of the exchange agreement) to exchange their post-merger WMH units (in the case of post-merger Class A units, together with an equal number of shares of Class V common stock) for shares of New WMH Class A common stock or, at New WMH’s election, the cash equivalent thereof. New WMH may impose additional restrictions on exchanges that it determines to be necessary or advisable so that WMH is not treated as a “publicly traded partnership” for U.S. federal income tax purposes.
See the section entitled “The Business Combination – Related Agreements.”
Amended and Restated Registration Rights Agreement
Currently, our sponsor has the benefit of registration rights with respect to our securities that it holds pursuant to a registration rights agreement entered into in connection with our initial public offering.
In connection with closing of the business combination, our sponsor and the other investors will enter into an amended and restated registration rights agreement. As a result, our sponsor and the other investors will be able to make a written demand for registration under the Securities Act of all or a portion of their registrable securities, subject to a maximum of three such demand registrations for our sponsor and three such demand registrations for the other investors thereto, in each case so long as such demand includes a number of registrable securities with a total offering price in excess of $10.0 million. Any such demand may be in the form of an underwritten offering, it being understood that we will not be able to conduct more than two underwritten offerings where the expected aggregate proceeds are less than $25.0 million but in excess of $10.0 million in any 12-month period.
In addition, the holders of registrable securities will have “piggy-back” registration rights to include their securities in other registration statements filed by us subsequent to the consummation of the business combination.
We have also agreed to file within 45 days of closing of the business combination a resale shelf registration statement covering the resale of all registrable securities.
Finally, pursuant to the subscription agreements with the subscription investors, we have agreed that we will use our reasonable best efforts to
file within 15 business days after the closing of the business combination a registration statement with the SEC for a secondary offering of shares of our common stock;
cause such registration statement to be declared effective promptly thereafter, but in no event later than the earlier of (i) the 60th calendar day (or 120th calendar day if the SEC notifies Silver Spike that it will “review” the registration statement) after closing and (ii) the 5th business day after the date Silver Spike is notified (orally or in writing, whichever is earlier) by the SEC that the registration statement will not be “reviewed” or will not be subject to further review, as the case may be; and
maintain the effectiveness of such registration statement until the earliest of (A) the fifth anniversary of the closing, (B) the date on which the subscription investors cease to hold any shares of common stock issued pursuant to the subscription agreements, or (C) on the first date on which the subscription investors can sell all of their shares issues pursuant to the subscription agreements (or shares received in exchange therefor) under Rule 144 of the Securities Act within 90 days without limitation as to the manner of sale or amount of such securities that may be sold. Silver Spike will bear the cost of registering these securities.
See the section entitled “The Business Combination – Related Agreements.”
Tax Receivable Agreement
In connection with the business combination, New WMH, the holder representative and the WMH Class A equity holders, will enter into the tax receivable agreement. Pursuant to the tax receivable agreement, New WMH will
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pay to the WMH Class A equity holders 85% of the net income tax savings that New WMH actually realizes as a result of increases in the tax basis of WMH’s assets as a result of the exchange of common units for cash in the business combination and future exchanges of the post-merger Class A units for shares of Class A common stock, or cash, pursuant to the exchange agreement and certain other tax attributes of WMH and tax benefits related to the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement.”
See the section entitled “The Business Combination – Related Agreements.”
PIPE Subscription Agreements
In connection with the execution of the merger agreement, we entered into subscription agreements with certain subscription investors pursuant to which we have agreed to issue and sell to the subscription investors, in the aggregate, $325,000,000 of Silver Spike’s Class A ordinary shares (or shares of Class A common stock of New WMH into which such shares will convert in connection with the domestication) at a purchase price of $10.00 per share. The closing of the PIPE subscription financing will occur immediately prior to the closing, and is subject to customary closing conditions, including the satisfaction or waiver of the conditions set forth in the merger agreement. Such subscription investors were granted registration rights as described above under the heading “—Amended and Restated Registration Rights Agreement” above.
See the section entitled “The Business Combination – Related Agreements.”
Amended Operating Agreement
Concurrently with the closing, the WMH current operating agreement will be further amended and restated in its entirety to become the amended operating agreement.
Rights of the Units
Pursuant to the amended operating agreement, the post-merger WMH units will be entitled to share in the profits and losses of WMH and to receive distributions as and if declared by the managing member of WMH and will have no voting rights. The amended operating agreement generally establishes the rights and vesting conditions of the LTIP Units (as defined in the amended operating agreement) and the post-merger Class P units, which are treated as profits interests in WMH.
Management
New WMH, as the managing member of WMH, will have the sole vote on all matters that require a vote of members under the amended operating agreement or applicable law. The business, property and affairs of WMH will be managed solely by the managing member, and the managing member cannot be removed or replaced except by the incumbent managing member.
Distributions
New WMH, as managing member of WMH may, in its sole discretion, authorize distributions to the WMH members (to the extent of available cash, as defined in the amended operating agreement). Subject to provisions in the amended operating agreement governing tax distributions and the treatment of post-merger Class P units and LTIP Units (as defined in the amended operating agreement), all such distributions will be made pro rata in accordance each member’s number of post-merger WMH units.
The holders of post-merger WMH units will generally incur U.S. federal, state and local income taxes on their proportionate share of any net taxable income of WMH. Net profits and net losses of WMH will generally be allocated to its members pro rata in accordance with the percentages of their respective ownership of post-merger WMH units. The amended operating agreement will provide for pro rata cash distributions to the holders of post-merger WMH units for purposes of funding their tax obligations in respect of the taxable income of WMH that is allocated to them. Generally, these tax distributions will be computed based on WMH’s estimate of the net taxable income of WMH allocable to each holder of post-merger WMH units multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, state and local income tax rate prescribed for an individual or corporate resident of California or New York, New York (taking into account the non-deductibility of certain expenses, the character of our income, and the deductibility of state and local income taxes, to the extent applicable, but not taking into account any deduction under Section 199A of the Code). As a result of (i) potential differences
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in the amount of net taxable income allocable to New WMH and the other post-merger WMH unit holders, (ii) the lower tax rate applicable to corporations than individuals and (iii) the use of an assumed tax rate in calculating WMH’s distribution obligations, New WMH may receive tax distributions significantly in excess of its tax liabilities and obligations to make payments under the tax receivable agreement.
Upon the liquidation or winding up of WMH, subject to the treatment of post-merger Class P units and LTIP Units (as defined in the amended operating agreement) and tax distributions, all net proceeds thereof will be distributed in accordance with each member’s number of post-merger WMH units.
Transfer Restrictions
The amended operating agreement will contain restrictions on transfers of units and will require the prior consent of the managing member for such transfers, except in specified cases, including (i) certain transfers to permitted transferees under certain conditions and (ii) exchanges of post-merger WMH units for shares of Class A common stock or cash pursuant to the exchange agreement.
See the section entitled “The Business Combination – Related Agreements.”
Interests of Certain Persons in the Business Combination
When considering our board of directors’ recommendation that our shareholders vote in favor of the approval of the business combination, our shareholders should be aware that our sponsor and certain of our directors and officers have interests in the business combination that are different from, or in addition to, the interests of other shareholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the business combination, and in recommending to shareholders that they approve the business combination. Our shareholders should take these interests into account in deciding whether to approve the business combination. These interests include:
the fact that certain of our directors and officers are principals of our sponsor;
the fact that 6,250,000 founder shares held by our sponsor, for which it paid approximately $25,000, will convert on a one-for-one basis, into 6,250,000 shares of Class A common stock upon the closing (assuming (x) no public shares are redeemed by public shareholders in connection with the business combination and (y) no additional Class A ordinary shares, or securities convertible into or exchangeable for Class A ordinary shares are issued by us in connection with or in relation to the consummation of the business combination), and such shares, if unrestricted and freely tradable would be valued at approximately $   , based on the closing price of our Class A ordinary shares on the Nasdaq on     , 2021;
the fact that our sponsor holds 7,000,000 private placement warrants purchased in a private placement that closed simultaneously with the consummation of the IPO that would expire worthless if a business combination is not consummated by July 10, 2021;
the fact that in connection with the business combination, we entered into the subscription agreements with the subscription investors, which include a special purpose vehicle managed by an affiliate of our sponsor and in which our independent directors are investors, which provide for the purchase by the subscription investors of an aggregate of 32,500,000 Class A ordinary shares (or shares of Class A common stock of New WMH into which such shares will convert in connection with the domestication), for an aggregate purchase price of $10.00 per ordinary share, in a private placement, the closing of which will occur immediately prior to the closing;
the fact that our sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to its founder shares if Silver Spike fails to complete an initial business combination, including the business combination, by July 10, 2021;
the fact that if the trust account is liquidated, including in the event Silver Spike is unable to complete an initial business combination by July 10, 2021, our sponsor has agreed that it will be liable to Silver Spike if and to the extent any claims by a third party (other than Silver Spike’s independent auditors) for services rendered or products sold to Silver Spike, or a prospective target business with which Silver Spike has discussed entering into a transaction agreement, reduce the amounts in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date
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of the liquidation of the trust account, due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act;
the fact that one or more directors of Silver Spike will be a director of New WMH;
the continued indemnification of Silver Spike’s current directors and officers and the continuation of Silver Spike’s directors’ and officers’ liability insurance after the business combination;
the fact that our sponsor, officers, directors and their respective affiliates will not be reimbursed for any out-of-pocket expenses from any amounts held in the trust account if an initial business combination is not consummated by July 10, 2021.
Reasons for Approval of the Business Combination
Silver Spike’s board of directors considered a wide variety of factors in connection with its evaluation of the business combination. In light of the complexity of those factors, Silver Spike’s board of directors, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Individual members of Silver Spike’s board of directors may have given different weight to different factors.
For a more complete description of Silver Spike’s reasons for the approval of the business combination and the recommendation of Silver Spike’s board of directors, see the section entitled “The Business Combination – Silver Spike’s Board of Directors’ Reasons for Approval of the Business Combination.”
Redemption Rights
Pursuant to our existing organizational documents, we are providing the public shareholders with the opportunity to have their public shares redeemed at the closing of the business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of a business combination, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding Class A ordinary shares included as part of the units sold in the IPO, subject to the limitations described in this proxy statement/prospectus. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. For illustrative purposes, based on the fair value of marketable securities held in the trust account as of September 30, 2020 of approximately $254,115,791, the estimated per share redemption price would have been approximately $10.16. Public shareholders may elect to redeem their public shares even if they vote for the Business Combination Proposal and the other Transaction Proposals. Our existing organizational documents provide that a public shareholder, acting together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a partnership, limited partnership, syndicate, or other group for purposes of acquiring, holding, or disposing of any shares of Silver Spike, will be restricted from exercising this redemption right with respect to more than 15% of the public shares in the aggregate without the prior consent of Silver Spike. There will be no redemption rights with respect to our warrants. Our sponsor, the holder of our Class B ordinary shares issued in a private placement prior to the IPO, has entered into the sponsor IPO letter agreement with us pursuant to which our sponsor has agreed to waive its redemption rights with respect to its founder shares and any public shares our sponsor may have acquired after our IPO in connection with the completion of the business combination. Permitted transferees of our sponsor will be subject to the same obligations.
Additionally, shares properly tendered for redemption will only be redeemed if the business combination is consummated; otherwise holders of such shares will only be entitled to a pro rata portion of the trust account (including interest but net of income taxes payable) in connection with the liquidation of the trust account or if we subsequently complete a different initial business combination on or prior to July 10, 2021, and such shares are tendered for redemption in connection with such different initial business combination.
We will pay the redemption price to any public shareholders who properly exercise their redemption rights promptly following the closing. The closing is subject to the satisfaction of a number of conditions. As a result, there
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may be a significant delay between the deadline for exercising redemption requests prior to the general meeting and payment of the redemption price. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the vote is taken with respect to the business combination.
Each redemption of public shares by our public shareholders will decrease the amount in our trust account, which held approximately $254,115,791 as of September 30, 2020. In no event will we redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001. See the section entitled “General Meeting of Silver Spike Shareholders – Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.
Conversion of Founder Shares
The Class B ordinary shares held by our initial shareholders will automatically convert into Class A common stock at closing following the completion of the business combination on a one-for-one basis, subject to adjustment. Assuming no additional Class A ordinary shares, or securities convertible into or exchangeable for, Class A ordinary shares are issued, by us in connection with or in relation to the consummation of the business combination, the 6,250,000 Class B ordinary shares will, pursuant to the existing organizational documents, automatically convert, on a one-for-one basis, into 6,250,000 shares of Class A common stock at closing.
Impact of the Business Combination on Silver Spike’s Public Float
Assuming there are no redemptions of our public shares and that no additional shares are issued prior to completion of the business combination, it is anticipated that, upon completion of the business combination and related transactions, the ownership of Silver Spike by our public shareholders, our subscription investors, the post-merger WMH equity holders and our sponsor, officers and directors would be as follows:
The public shareholders would own 24,998,575 shares of Class A common stock, representing 16.7% of New WMH’s total outstanding shares of common stock;
The subscription investors would own 32,500,000 shares of Class A common stock, representing 21.7% of New WMH’s total outstanding shares of common stock;
Our sponsor and affiliates of our sponsor (including the SPV) would own 9,750,000 shares of Class A common stock, representing 6.5% of New WMH’s total outstanding shares of common stock;
Our officers and directors (including directors nominated for election at the general meeting) would own      shares of Class A common stock, representing     % of New WMH’s total outstanding shares of common stock;
The WMH Class A equity holders would own 65,984,049 shares of Class A common stock, representing 44.1% of New WMH’s total outstanding shares of common stock; and
The WMH Class B equity holders would own 20,015,951 shares of Class A common stock, representing 13.4% of New WMH’s total outstanding shares of common stock.
The preceding description of the ownership of Silver Spike’s securities is accurate as of the date of filing of this proxy statement/prospectus. The preceding description does not take into account any transactions that may be entered into after the date hereof.
The ownership percentages set forth above do not take into account any warrants that will be outstanding as of the closing and may be exercised thereafter. If the actual facts are different than these assumptions, the percentage ownership retained by Silver Spike’s existing shareholders in New WMH following the business combination will be different. For example, if we assume that all 12,500,000 public warrants and 7,000,000 private placement warrants were exercisable and exercised following completion of the business combination and related transactions, then the ownership of Silver Spike by our public shareholders, our subscription investors, the post-merger WMH equity holders and our sponsor, officers and directors would be as follows:
The public shareholders would own 37,498,575 shares of Class A common stock, representing 22.2% of New WMH’s total outstanding shares of common stock;
The subscription investors would own 32,500,000 shares of Class A common stock, representing 19.2% of New WMH’s total outstanding shares of common stock;
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Our sponsor and affiliates of our sponsor (including the SPV) would own 16,750,000 shares of Class A common stock, representing 9.9% of New WMH’s total outstanding shares of common stock;
Our officers and directors (including directors nominated for election at the general meeting) would own      shares of Class A common stock, representing    % of New WMH’s total outstanding shares of common stock;
The WMH Class A equity holders would own 65,984,049 shares of Class A common stock, representing 39.0% of New WMH’s total outstanding shares of common stock; and
The WMH Class B equity holders would own 20,015,951 shares of Class A common stock, representing 11.8% of New WMH’s total outstanding shares of common stock.
The preceding description of the ownership of Silver Spike’s securities is accurate as of the date of filing of this proxy statement/prospectus. The preceding description does not take into account any transactions that may be entered into after the date hereof.
You should read “Unaudited Pro Forma Condensed Combined Financial Information” for further information.
Board of Directors of New WMH Following the Business Combination
Upon the closing, assuming the election of each of the director nominees, New WMH’s board of directors will consist of seven (7) directors, of whom Scott Gordon and   will be designated by Silver Spike, and of whom Christopher Beals, Justin Hartfield, Douglas Francis,   and   will be designated by WMH. See “Proposal No. 10 – The Director Election Proposal.”
Information about the current Silver Spike directors and executive officers can be found in the section entitled “Where You Can Find Additional Information; Incorporation by Reference – Silver Spike SEC Filings.”
Accounting Treatment
The business combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Silver Spike is treated as the “acquired” company and WMH is treated as the acquirer for financial statement reporting purposes. WMH has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:
Post-merger WMH Class A equity holders, through their ownership of the Class V common stock, will have the greatest voting interest in the combined entity under the no and maximum redemption scenarios with over 50% of the voting interest in each scenario;
WMH’s directors will represent the majority of the new board of directors of the combined company;
WMH’s senior management will be the senior management of the combined company; and
WMH is the larger entity based on historical operating activity and has the larger employee base.
Accordingly, for accounting purposes, the business combination will be treated as the equivalent of WMH issuing stock for the net assets of Silver Spike, accompanied by a recapitalization. The net assets of Silver Spike will be stated at historical cost, with no goodwill or other intangible assets recorded.
Appraisal Rights
Appraisal rights are not available to Silver Spike shareholders in connection with the business combination.
Proposals to be Put to the Shareholders of Silver Spike General Meeting
The following is a summary of the Transaction Proposals to be put to the general meeting.
The Business Combination Proposal
Our shareholders are being asked to approve, by ordinary resolution, the transactions contemplated by the merger agreement, pursuant to which Merger Sub will be merged with and into WMH, whereupon the separate limited liability company existence of Merger Sub will cease and WMH will be the surviving company and continue in existence as a subsidiary of New WMH, on the terms and subject to the conditions set forth therein.
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For a more detailed summary of the merger agreement and the business combination, including the background of the business combination, Silver Spike’s board of directors’ reasons for the business combination and related matters, see “The Business Combination” beginning on page 104. Our shareholders should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the merger agreement. A copy of the merger agreement is attached as Annex A to this proxy statement/prospectus. You are urged to read carefully the merger agreement in its entirety before voting on the Business Combination Proposal.
After consideration of the factors identified and discussed in the section entitled “The Business Combination – Silver Spike’s Board of Directors’ Reasons for Approval of the Business Combination,” Silver Spike’s board of directors concluded that the business combination met all of the requirements disclosed in the prospectus for its IPO, including that the business of WMH had a fair market value of at least 80% of the balance of the funds in the trust account at the time of execution of the merger agreement.
If there are insufficient votes to approve the Business Combination Proposal at the general meeting, Silver Spike’s board of directors may submit the Adjournment Proposal for a vote.
The Nasdaq Proposal
For purposes of complying with the Nasdaq Stock Market Listing Rules 5635(a), (b) and (d), our shareholders are being asked to approve the issuance of an aggregate of (i) 32,500,000 shares of Class A common stock to the subscription investors pursuant to the subscription agreements and (ii) 65,984,049 shares of Class V common stock to post-merger WMH equity holders pursuant to the merger agreement.
If there are insufficient votes to approve the Business Combination Proposal at the general meeting, Silver Spike’s board of directors may submit the Adjournment Proposal for a vote.
For additional information, see “The Nasdaq Proposal” section of this proxy statement/ prospectus.
The Domestication Proposal
Our shareholders are also being asked to approve, by special resolution, a change of Silver Spike’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and domesticating and continuing as a corporation incorporated under the laws of the State of Delaware. Accordingly, while Silver Spike is currently governed by the Cayman Islands Companies Act, upon domestication, New WMH will be governed by the DGCL. There are differences between the Cayman Islands Companies Act and the DGCL. Accordingly, we encourage shareholders to carefully consult the information set out below under “Comparison of Corporate Governance and Shareholder Rights.”
On the effective date of the domestication, the currently issued and outstanding Class A ordinary shares and Class B ordinary shares will automatically convert, on a one-for-one basis, into shares of Class A common stock.
See the section entitled “The Domestication” for more detailed information regarding the domestication.
The Organizational Documents Proposal
Our shareholders are also being asked to approve the Organizational Documents Proposals, which, if approved, will replace our existing organizational documents with the proposed organizational documents. The proposed organizational documents differ in certain material respects from the existing organizational documents and we urge shareholders to carefully consult the information set out in the “Organizational Documents Proposals” sections, the relevant Questions and Answers (including the chart of material differences included therein) and the proposed organizational documents of New WMH, attached hereto as Annexes B and C.
Silver Spike’s shareholders are asked to consider and vote upon and to approve by special resolution six separate proposals in connection with the replacement of the existing organizational documents with the proposed organizational documents. A brief summary of each of the Organizational Documents Proposals is set forth below. These summaries are qualified in their entirety by reference to the complete text of the proposed organizational documents.
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Our shareholders are also being asked to approve Organizational Documents Proposals A through F, which are, in the judgment of our board of directors, necessary to adequately address the needs of New WMH after the business combination:
 
Existing Organizational
Documents
Proposed Organizational
Documents
Corporate Name
(Organizational Documents Proposal A)
The existing organizational documents provide the name of the company is “Silver Spike Acquisition Corp.”

See paragraph 1 of the existing organizational documents.
The proposed organizational documents provide the new name of the corporation to be “    .”


See Article 1 of the proposed charter.
 
 
 
Exclusive Forum
(Organizational Documents Proposal A)
The existing organizational documents do not contain a provision adopting an exclusive forum for certain shareholder litigation.
The proposed organizational documents adopt Delaware as the exclusive forum for certain stockholder litigation.

See Article 12 of the proposed charter.
 
 
 
Perpetual Existence
(Organizational Documents Proposal A)
The existing organizational documents provide that if we do not consummate a business combination (as defined in our existing organizational documents) by July 10, 2021, Silver Spike will cease all operations except for the purposes of winding-up, liquidation and dissolution and shall redeem the shares issued in its initial public offering and liquidate its trust account.

See Article 49.6 of the existing organizational documents.
The proposed organizational documents do not contain a provision with regard to the cessation of operations if we do not consummate a business combination by July 10, 2021 and New WMH’s existence will be perpetual.
 
 
 
Provisions Related to Status as Blank Check Company
(Organizational Documents Proposal A)
The existing organizational documents set forth various provisions related to our status as a blank check company prior to the consummation of a business combination.

See Article 49 of the existing organizational documents.
The proposed organizational documents do not include provisions related to our status as a blank check company prior to the consummation of a business combination.
 
 
 
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Existing Organizational
Documents
Proposed Organizational
Documents
Waiver of Corporate Opportunities
(Organizational Documents Proposal A)
The existing organizational documents do not provide an explicit waiver of corporate opportunities for Silver Spike or its directors.
The proposed organizational documents provide an explicit waiver of corporate opportunities for New WMH and its directors, subject to certain exceptions.

See Article 14 of the proposed charter.
 
 
 
Classified Board of Directors
(Organizational Documents Proposal B)
The existing organizational documents provide that the board of directors will be divided into two classes, with each class generally serving for a term of two years and only one class of directors being elected in each year.

See Article 27 of the existing organizational documents.
The proposed organizational documents provide that the board of directors of New WMH will be divided into three classes, with each class generally serving for a term of three years and only one class of directors being elected in each year.

See Article 7.2 of the proposed charter and Section 3.02 of the proposed bylaws.
 
 
 
Removal for Cause
(Organizational Documents Proposal C)
The existing organizational documents provide that any director may be removed from office (i) if prior to the consummation of a business combination, by an ordinary resolution of the holders of the Class B ordinary shares and (ii) if following the consummation of a business combination, by an ordinary resolution of the holders of ordinary shares.


See Article 29 of the existing organizational documents.
The proposed charter provides that, except for Preferred Stock Directors (as defined in our proposed organizational documents), any director may be removed from office at any time, but only for cause by the affirmative vote of the holders of a majority of the total voting power of all then outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class.

See Section 7.4 of the proposed charter.
 
 
 
Ability of Stockholder to Call a Special Meeting
(Organizational Documents Proposal D)
The existing organizational documents provide that the board of directors shall, on a shareholder’s request, proceed to convene an extraordinary general meeting of Silver Spike, provided that the requesting shareholders hold not less than 30% in par value of the issued shares entitled to vote at a general meeting.

See Article 20.3 and 20.4 of the existing organizational documents.
The proposed organizational documents do not permit the stockholders of New WMH to call a special meeting.

See Article 8.2 of the proposed charter and Section 2.03 of the proposed bylaws.
 
 
 
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Existing Organizational
Documents
Proposed Organizational
Documents
Action by Written Consent
(Organizational Documents Proposal E)
The existing organizational documents provide that a resolution in writing signed by all the shareholders entitled to vote at general meetings shall be as valid and effective as if the same had been passed at a duly convened and held general meeting.

See Article 22.3 of the existing organizational documents.
The proposed organizational documents provide that, subject to the rights of the holders of shares of Class V common stock, any action required or permitted to be taken by New WMH’s stockholders must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders.

See Article 8.1 of the proposed charter and Section 2.13 of the proposed bylaws.
 
 
 
Authorized Shares
(Organizational Documents Proposal F)
Our existing organizational documents authorize the issuance of up to 200,000,000 Class A ordinary shares, 20,000,000 Class B ordinary shares, and 1,000,000 preferred shares, par value $0.0001 per share.

See paragraph 5 of the existing organizational documents.
The proposed charter authorizes the issuance of shares of Class A common stock, shares of Class V common stock and shares of preferred stock, par value $0.0001 per share.

See Article 4 of the proposed charter.
 
 
 
The Director Election Proposal
Our shareholders are also being asked to approve the Director Election Proposal. Following the domestication, our board of directors will be divided into three classes, with only one class of directors being elected in each year. Each class of directors will generally serve for a three-year term. Pursuant to our existing organizational documents, prior to the closing, only holders of Class B ordinary shares can appoint or remove directors. As such, only holders of Class B ordinary shares will be entitled to vote at the general meeting to elect directors.
For additional information, see the section entitled “The Director Election Proposal” of this proxy statement/prospectus.
The Equity Incentive Plan Proposal
Our shareholders are also being asked to approve, by ordinary resolution, the Equity Incentive Plan Proposal. The purpose of the     2021 Equity Incentive Plan is to enable New WMH to offer its employees, directors and other individual service providers long-term equity-based incentives in New WMH, thereby attracting, retaining and rewarding such individuals, and strengthening the mutuality of interests between such individuals and New WMH’s stockholders.
For additional information, see “The Equity Incentive Plan Proposal” section of this proxy statement/prospectus.
The Employee Stock Purchase Plan Proposal
Our shareholders are also being asked to approve, by ordinary resolution, the Employee Stock Purchase Plan Proposal. The purpose of the     2021 Employee Stock Purchase Plan is to provide eligible employees with an opportunity to increase their proprietary interest in the success of New WMH by purchasing common stock from New WMH on favorable terms and to pay for such purchases through payroll deductions, thereby providing eligible
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employees with an opportunity to increase their proprietary interest in the success of New WMH, motivating recipients to offer their maximum effort to New WMH and help focus them on the creation of long-term value consistent with the interests of our stockholders.
For additional information, see “The Equity Incentive Plan Proposal” section of this proxy statement/prospectus.
The Adjournment Proposal
In the event that there are insufficient votes to approve the other Transaction Proposals, Silver Spikes’s board of directors may present a proposal to adjourn the general meeting to   or dates to permit further solicitation of proxies.
For additional information, see “The Adjournment Proposal” section of this proxy statement/prospectus.
Date, Time and Place of General Meeting
The general meeting will be held at   , local time, on    , 2021, at the offices of Silver Spike, at 660 Madison Avenue, Suite 1600, New York, New York 10065, or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the Transaction Proposals.
Voting Power; Record Date
You will be entitled to vote or direct votes to be cast at the general meeting if you owned ordinary shares at the close of business on    , 2021, which is the record date for the general meeting. You are entitled to one vote for each ordinary share that you owned as of the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were 24,998,575 Class A ordinary shares of Silver Spike outstanding and 6,250,000 Class B ordinary shares of Silver Spike outstanding.
Proxy Solicitation
Silver Spike has engaged D.F. King to assist in the solicitation of proxies. If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the general meeting. A shareholder may also change its vote by submitting a later-dated proxy as described in the section entitled “General Meeting of Silver Spike Shareholders– Revoking Your Proxy.”
Quorum and Required Vote for Proposals for the General Meeting
A quorum of Silver Spike shareholders is necessary to hold a valid meeting. A quorum will be present at the general meeting if a majority of the issued shares entitled to vote at the general meeting is represented in person or by proxy. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast and will have no effect on the outcome of the vote on any of the Transaction Proposals.
The Business Combination Proposal, the Nasdaq Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal must be approved by an ordinary resolution as a matter of Cayman Islands law, being the affirmative vote (in person or by proxy) of a majority of the shareholders who attend and vote at the general meeting. Pursuant to our existing organizational documents, until the closing, only holders of Class B ordinary shares can appoint or remove directors. Therefore, only holders of Class B ordinary shares will vote on the Director Election Proposal. The election of each director nominee or re-nominee, as applicable, must be approved by an ordinary resolution as a matter of Cayman Islands law, being the affirmative vote (in person or by proxy) of the holders of not less than a majority of the outstanding Class B ordinary shares as of the record date that are present and vote at the general meeting. Approval of the Organizational Documents Proposals and the Domestication Proposal must be approved by a special resolution as a matter of Cayman Islands law, being the affirmative vote (in person or by proxy) of a majority of at least two-thirds of the shareholders who attend and vote at the general meeting.
Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast and will have no effect on the outcome of the vote on any of the Transaction Proposals. A
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shareholder’s failure to vote by proxy or to vote in person at the general meeting will not be counted towards the number of ordinary shares required to validly establish a quorum, and if a valid quorum is otherwise established, will have no effect on the outcome of any vote on any of the Transaction Proposals.
The closing is conditioned on the approval of the Transaction Proposals (other than the Adjournment Proposal) at the general meeting.
Recommendation to Silver Spike Shareholders
After careful consideration, Silver Spike’s board of directors recommends that Silver Spike’s shareholders vote “FOR” each Transaction Proposal being submitted to a vote of Silver Spike’s shareholders at the general meeting.
For a more complete description of Silver Spike’s reasons for the approval of the business combination and the recommendation of Silver Spike’s board of directors, see the section entitled “The Business Combination – Silver Spike’s Board of Directors’ Reasons for Approval of the Business Combination.”
When you consider the recommendation of the board of directors to vote in favor of approval of these Transaction Proposals, you should keep in mind that our sponsor and certain of our directors and officers have interests have interests in the business combination that are different from or in addition to (and which may conflict with) your interests as a shareholder. Please see the section entitled “The Business Combination – Interests of Certain Persons in the Business Combination.”
Comparison of Corporate Governance and Shareholder Rights
The domestication will change Silver Spike’s jurisdiction of incorporation from the Cayman Islands to Delaware and, as a result, Silver Spike’s existing organizational documents will change and will be governed by the DGCL rather than Cayman Islands Companies Act. There are differences between Cayman Islands corporate law, which currently governs Silver Spike, and Delaware corporate law, which will govern New WMH following the domestication. Additionally, there are differences between the proposed organizational documents of New WMH and the existing organizational documents of Silver Spike.
For a summary of the material differences among the rights of holders of Class A common stock of New WMH and holders of ordinary shares of Silver Spike see “Comparison of Corporate Governance and Shareholder Rights” and “The Organizational Documents Proposals.”
Regulatory Matters
The business combination and the transactions contemplated by the merger agreement are not subject to any additional federal or state regulatory requirements or approvals, except for (i) required filings under the HSR Act and (ii) upon approval of the Domestication Proposal, filings with the Cayman Islands and the State of Delaware necessary to effectuate the domestication. On December 23, 2020, Silver Spike made the filings required to be made under the HSR Act and requested early termination. Early termination of the HSR waiting period was granted on January 15, 2021.
Risk Factors
In evaluating the Transaction Proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes and the documents incorporated by reference herein, and especially consider the factors discussed in the section entitled “Risk Factors.”
Emerging Growth Company
Silver Spike is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to non-emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
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Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. Silver Spike intends to take advantage of the benefits of this extended transition period. This may make comparison of Silver Spike’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.
Silver Spike will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of its initial public offering or (b) in which it has total annual gross revenue of at least $1.07 billion (as adjusted for inflation pursuant to SEC rules from time to time), and (2) the date on which (x) it is deemed to be a large accelerated filer, which means the market value of its Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30th, or (y) the date on which it has issued more than $1.0 billion in nonconvertible debt during the prior three-year period.
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SELECTED HISTORICAL FINANCIAL INFORMATION OF SILVER SPIKE
The following tables set forth a summary of our historical consolidated financial data as of, and for the periods ended on, the dates indicated. The selected historical statements of operations data of Silver Spike for the period from June 7, 2019 (inception) through December 31, 2019, and the historical balance sheet data as of December 31, 2019, are derived from Silver Spike’s audited financial statements included elsewhere in this proxy statement/prospectus. The selected historical statements of operations data of Silver Spike for the nine months ended September 30, 2019 and 2020 and the balance sheet data as of September 30, 2019 and 2020 are derived from Silver Spike’s unaudited interim financial statements included elsewhere in this proxy statement/prospectus. In Silver Spike’s management’s opinion, the unaudited interim financial statements include all adjustments necessary to state fairly Silver Spike’s financial position as of September 30, 2019 and September 30, 2020, and the results of operations for the nine months ended September 30, 2020 and for the period from June 7, 2019 (inception) through September 30, 2019. Silver Spike’s historical results are not necessarily indicative of the results that may be expected in the future and Silver Spike’s results for the nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2020 or any other period. You should read the following selected historical financial data together with “Silver Spike’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Silver Spike’s financial statements and related notes in Silver Spike’s Annual Report on Form 10-K for the year ended December 31, 2019, which is incorporated herein and attached as Annex I to this proxy statement/prospectus.
(in thousands, except per share amounts)
As of and for the nine
months ended
September 30, 2020
As of and for the
period from June 7,
2019 (Inception) to
September 30, 2019
As of and for the
period from June 7,
2019 (Inception) to
December 31, 2019
Statement of Operations Data:
 
 
 
Total expenses
$839
$139
$307
Net income
$1,351
$548
$1,618
Loss per ordinary share - basic and diluted
$(0.10)
$(0.02)
$(0.03)
 
 
 
 
Statement of Cash Flows Data:
 
 
 
Net cash used in operating activities
$(271)
$(374)
$(467)
Net cash used in investing activities
$
$(250,000)
$(250,000)
Net cash provided by financing activities
$
$251,362
$251,362
 
 
 
 
Balance Sheet Data:
 
 
 
Total assets
$254,829
$251,986
$253,077
Total liabilities
$9,247
$8,826
$8,847
Total redeemable ordinary shares
$240,581
$238,160
$239,230
Total shareholders’ equity
$5,000
$5,000
$5,000
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SELECTED HISTORICAL FINANCIAL AND OPERATING DATA OF WMH
The following tables set forth a summary of WMH’s historical consolidated financial data as of, and for the periods ended on, the dates indicated. The selected historical consolidated statements of operations data of WMH for the years ended December 31, 2017, 2018 and 2019, and the historical consolidated balance sheet data as of December 31, 2018 and 2019, are derived from WMH’s audited consolidated financial statements included elsewhere in this proxy statement/prospectus. The selected historical consolidated statements of operations data of WMH for the nine months ended September 30, 2019 and 2020 and the consolidated balance sheet data as of September 30, 2019 and 2020 are derived from WMH’s unaudited interim consolidated financial statements included elsewhere in this proxy statement/prospectus. WMH’s historical consolidated balance sheet data as of December 31, 2017 are derived from WMH’s audited consolidated financial statements not included elsewhere in this proxy statement/prospectus. In WMH’s management’s opinion, the unaudited interim consolidated financial statements include all adjustments necessary to state fairly WMH’s financial position as of September 30, 2019 and September 30, 2020, and the results of operations for the nine months ended September 30, 2019 and 2020. WMH’s historical results are not necessarily indicative of the results that may be expected in the future and WMH’s results for the nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2020 or any other period. You should read the following selected historical consolidated financial data together with “WMH’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and WMH’s consolidated financial statements and related notes included elsewhere in this proxy statement/prospectus.
Consolidated Statement of Income Data:
 
Year Ended
December 31,
Nine Months Ended
September 30,
 
2017
2018
2019
2019
2020
 
(in thousands, except unit and per unit)
(in thousands, except unit
and per unit)
Revenue
$89,720
$101,402
$144,232
$104,337
$117,470
Cost of revenue
5,535
6,304
7,074
5,308
5,572
Gross profit
84,185
95,098
137,158
99,029
111,898
Operating expenses:
 
 
 
 
 
Sales and marketing expenses
17,909
17,799
39,746
30,944
21,437
Product development expenses
13,462
20,034
29,497
20,989
20,325
General and administrative expenses
31,365
38,935
56,466
40,217
37,146
Depreciation and amortization expenses
2,032
2,149
5,162
1,807
2,980
Total operating expenses
64,768
78,917
130,871
93,957
81,888
Other expense, net
(1,169)
(1,827)
(5,341)
(4,864)
(1,278)
Net Income before tax
18,248
14,354
946
208
28,732
Provision for income taxes
1,321
1,189
Income from continuing operations
18,248
14,354
(375)
(981)
28,732
Loss from discontinued operations
(2,059)
(1,675)
Net income
$16,189
$12,679
$(375)
$(981)
$28,732
EARNINGS PER UNIT
 
 
 
 
 
Basic and diluted earnings per Class A-1, A-2 and A-3 units from continuing operations
$22.34
$16.95
$1.05
$1.09
$31.95
Basic and diluted earnings per Class A-1, A-2 and A-3 units from discontinued operations
$(2.52)
$(1.98)
$
$
$
Basic and diluted earnings per Class A-1, A-2 and A-3 units
$19.82
$14.97
$(0.42)
$1.09
$31.95
Basic and diluted weighted-average number of units outstanding
816,878
847,024
899,160
899,160
899,160
Pro forma earnings per share, basic and diluted (unaudited)
Weighted average number of shares used in computing pro forma earnings per share, basic and diluted (unaudited)
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Year Ended
December 31,
Nine Months
Ended September 30,
 
2017
2018
2019
2019
2020
 
(in thousands)
 
 
 
 
Cash
$6,962
$25,771
$4,968
$7,564
$24,132
Working capital(1)
(5,905)
10,659
(10,175)
(11,461)
12,932
Total assets
30,277
48,063
33,754
39,301
55,068
Total debt
6,357
5,225
205
205
205
Total liabilities
16,839
17,939
20,955
25,139
23,037
Total equity
13,438
30,124
12,799
14,162
32,031
(1)
Working capital is defined as current assets less current liabilities.
Historical Cash Flows:
 
Year Ended
December 31,
Nine Months Ended
September 30,
 
2017
2018
2019
2019
2020
 
(in thousands)
 
 
(in thousands)
 
Net cash provided by operating activities
$19,209
$17,689
$6,295
$6,575
$29,566
Net cash used in investing activities
(3,136)
(2,124)
(5,129)
(4,781)
(903)
Net cash provided by (used in) financing activities
(11,512)
3,244
(21,969)
(20,000)
(9,499)
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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following selected unaudited pro forma condensed combined financial data (the “selected pro forma data”) gives effect to the business combination, domestication and PIPE subscription financing as described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” included in this proxy statement/prospectus. The business combination will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with U.S. generally accepted accounting principles (“GAAP”). Under this method of accounting, Silver Spike will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the business combination will be treated as the equivalent of WMH issuing stock for the net assets of Silver Spike, accompanied by a recapitalization. The selected unaudited pro forma condensed combined balance sheet data as of September 30, 2020 gives pro forma effect to the business combination, domestication and PIPE subscription financing as if they had occurred on September 30, 2020. The selected unaudited pro forma condensed combined statement of operations data for the nine months ended September 30, 2020 and year ended December 31, 2019 gives pro forma effect to the business combination, domestication, and PIPE subscription financing as if they had occurred on January 1, 2019.
The selected pro forma data have been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information (the “pro forma financial statements”) of the combined company appearing elsewhere in this proxy statement/prospectus and the accompanying notes to the pro forma financial statements. The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the historical consolidated financial statements and related notes of Silver Spike and WMH for the applicable periods included in this proxy statement/prospectus. The selected pro forma data have been presented for informational purposes only and are not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the business combination and related transactions been completed as of the dates indicated. In addition, the selected pro forma data do not purport to project the future financial position or operating results of the combined company.
The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption into cash of Silver Spike’s common stock:
Assuming No Redemptions: This presentation assumes that no Silver Spike shareholders exercise redemption rights with respect to their public shares. This scenario assumes that there are 25,000,000 public shares (i.e., all of the public shares outstanding as of September 30, 2020).
Assuming Maximum Redemptions: This presentation assumes that all of Silver Spike’s public shareholders exercise redemption rights with respect to their public shares. This scenario assumes that 25,000,000 public shares (i.e., all of the public shares outstanding as of September 30, 2020) are redeemed for an aggregate redemption payment of approximately $10.16, based on $254,115,791 in the trust account and 25,000,000 public shares outstanding as of September 30, 2020. Our existing organizational documents provide that a public shareholder, acting together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a partnership, limited partnership, syndicate, or other group for purposes of acquiring, holding, or disposing of any shares of Silver Spike, will be restricted from exercising this redemption right with respect to more than 15% of the public shares in the aggregate without the prior consent of Silver Spike. Furthermore, Silver Spike will only proceed with the business combination if it will have net tangible assets of at least $5,000,001 upon consummation of the business combination.
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Combined Pro Forma
 
Assuming No
Redemptions
Assuming
Maximum
Redemptions
 
(in thousands, except share and per share data)
Selected Unaudited Pro Forma Condensed Combined Statement of Operations Data
 
 
Nine Months Ended September 30, 2020
 
 
Revenues
$117,470
$117,470
Net income
$28,073
$28,073
Net income attributable to noncontrolling interests
$16,122
$20,809
Net income attributable to common shareholders
$11,951
$7,264
Basic and diluted net income per share - Class A
$0.19
$0.19
Basic and diluted weighted average shares outstanding – Class A
63,750,000
37,812,500
 
 
 
Selected Unaudited Pro Forma Condensed Combined Statement of Operations Data
 
 
Year Ended December 31, 2019
 
 
Revenues
$144,231
$144,231
Net loss
$(11,542)
$(11,542)
Net loss attributable to noncontrolling interests
$(6,628)
$(8,555)
Net loss attributable to common shareholders
$(4,914)
$(2,987)
Basic and diluted net loss per share - Class A
$(0.08)
$(0.08)
Basic and diluted weighted average shares outstanding – Class A
63,750,000
37,812,500
 
 
 
Selected Unaudited Pro Forma Condensed Combined Balance Sheet Data
 
 
As of September 30, 2020
 
 
Total assets
$307,001
$215,605
Total liabilities
$157,073
$82,885
Total equity
$149,928
$132,720
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COMPARATIVE SHARE INFORMATION
The following table sets forth selected historical comparative share and unit information for Silver Spike Acquisition Corp. and WMH and unaudited pro forma condensed combined per share information of New WMH after giving effect to the business combination, assuming two redemption scenarios, as follows:
Assuming No Redemptions: This presentation assumes that no Silver Spike shareholders exercise redemption rights with respect to their public shares. This scenario assumes that there are 25,000,000 public shares (i.e., all of the public shares outstanding as of September 30, 2020).
Assuming Maximum Redemptions: This presentation assumes that all of Silver Spike’s public shareholders exercise redemption rights with respect to their public shares. This scenario assumes that 25,000,000 public shares (i.e., all of the public shares outstanding as of September 30, 2020) are redeemed for an aggregate redemption payment of approximately $10.16, based on $254,115,791 in the trust account and 25,000,000 public shares outstanding as of September 30, 2020. Our existing organizational documents provide that a public shareholder, acting together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a partnership, limited partnership, syndicate, or other group for purposes of acquiring, holding, or disposing of any shares of Silver Spike, will be restricted from exercising this redemption right with respect to more than 15% of the public shares in the aggregate without the prior consent of Silver Spike. Furthermore, Silver Spike will only proceed with the business combination if it will have net tangible assets of at least $5,000,001 upon consummation of the business combination.
The pro forma book value information reflects the business combination as if it had occurred on September 30, 2020. The weighted average shares outstanding and net earnings per share information reflect the business combination as if they had occurred on January 1, 2019.
This information is only a summary and should be read together with the selected historical financial information included elsewhere in this proxy statement/prospectus, and the historical financial statements of Silver Spike and WMH and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined per share information of Silver Spike and WMH is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus.
The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of Silver Spike and WMH would have been had the companies been combined during the periods presented.
 
 
 
Combined Pro Forma
 
WMH
Silver
Spike
Assuming No
Redemptions
Assuming
Maximum
Redemptions
As of and for the Nine Months Ended September 30, 2020
 
 
 
 
Book value per share
$35.62
$0.66
$2.35
$3.51
Basic and diluted net income (loss) per share
$31.95
$(0.10)
$0.19
$0.19
Basic and diluted weighted average shares outstanding
899,160
7,538,169
63,750,000
37,812,500
For the Year Ended December 31, 2019
 
 
 
 
Basic and diluted net income (loss) per share
$(0.42)
$(0.03)
$(0.08)
$(0.08)
Basic and diluted weighted average shares outstanding
899,160
7,111,079
63,750,000
37,812,500
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MARKET PRICE AND DIVIDEND INFORMATION
Silver Spike
Silver Spike’s units, public shares and public warrants are currently listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “SSPKU,” “SSPK” and “SSPKW,” respectively.
The closing price of the units, Class A ordinary shares and public warrants on December 9, 2020, the last trading day before announcement of the execution of the merger agreement, was $13.00, $10.49 and $1.35, respectively. As of    , 2021, the record date for the extraordinary general meeting, the most recent closing price for each unit, Class A ordinary share and public warrant was $   , $   and $   , respectively.
Holders of the units, public shares and public warrants should obtain current market quotations for their securities. The market price of Silver Spike’s securities could vary at any time before the business combination.
Holders
As of    , 2021, there were   holders of record of our units,   holders of record of our Class A ordinary shares,   holders of record of our Class B ordinary shares and   holders of record of our public warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose units, public shares and public warrants are held of record by banks, brokers and other financial institutions.
Dividend Policy
Silver Spike has not paid any cash dividends on the ordinary shares to date and does not intend to pay cash dividends prior to the completion of the business combination. The payment of cash dividends in the future will be dependent upon New WMH’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the business combination. The payment of any cash dividends subsequent to the business combination will be within the discretion of New WMH’s board of directors at such time.
WMH
Historical market price information for WMH’s capital stock is not provided because there is no public market for WMH’s capital stock. See “WMH Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
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RISK FACTORS
The risks described below should be carefully considered before making an investment decision. These are the most significant risk factors, but they are not the only risk factors that should be considered in making an investment decision. This proxy statement/prospectus also contains and may incorporate by reference forward-looking statements that involve risks and uncertainties. See the sections entitled “Cautionary Notice Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of WMH” in this proxy statement/prospectus. Please also see the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Silver Spike’s Annual Report on Form 10-K for the year ended December 31, 2019, which is incorporated herein and attached as Annex I to this proxy statement/prospectus. The value of your investment following the completion of the business combination will be subject to significant risks affecting, among other things, New WMH’s business, consolidated financial condition or results of operations. The trading price of our securities could decline due to any of these risks, and investors in our securities may lose all or part of their investment.
Risks Related to WMH’s Business and Industry
For purposes of this subsection only, “WMH,” “the Company,” “we,” “us” or “our” refer to WM Holding Company, LLC and its subsidiaries, unless the context otherwise requires.
As our costs increase, we may not be able to generate sufficient revenue to maintain profitability in the future.
While our revenue has grown in recent periods, this growth may not be sustainable due to a number of factors, including the maturation of our business and the eventual decline in the number of new major geographic markets in which the sale of cannabis is permitted and to which we have not already expanded. We may not be able to generate sufficient revenue to sustain profitability. Additionally, we expect our costs to increase in future periods as we expend substantial financial and other resources on, among other things:
sales and marketing, including continued investment in our current marketing efforts and future marketing initiatives;
hiring of additional employees, including our product and engineering teams;
expansion domestically and internationally in an effort to increase our client usage, client base, and our sales to our clients;
development of new products, and increased investment in the ongoing development of our existing products; and
general administration, including a significant increase in legal and accounting expenses related to public company compliance, continued compliance with various regulations applicable to cannabis industry businesses and other work arising from the growth and maturity of our company.
These expenditures may not result in additional revenue or the growth of our business. If we fail to continue to grow revenue or to sustain profitability, the market price of our securities could decline, and our business, operating results and financial condition could be adversely affected.
If we fail to retain our existing clients and consumers or to acquire new clients and consumers in a cost-effective manner, our revenue may decrease and our business may be harmed.
We compete in a dynamic, innovative market, which we expect will continue to evolve rapidly. We believe that our success is dependent on our ability to continue identifying and anticipating the needs of our clients and consumers and growing our two-sided network by retaining our existing clients and consumers and adding new clients and consumers. This two-sided network takes time to build and may grow more slowly than we expect or than it has grown in the past. As we have become larger through organic growth, the growth rates for MAUs, number of paying clients and average revenue per client have at times slowed and may similarly slow in the future, even if we continue to add clients and consumers on an absolute basis. Although we expect that our growth rates will continue to slow during certain periods as our business increases in size, if we fail to retain either our existing clients or consumers, the value of our two-sided network will be diminished.
In addition, the costs associated with client and consumer retention are substantially lower than costs associated with the acquisition of new clients or consumers. We have incurred significant costs to attract clients to our platform
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and expect to incur significant additional costs to attract and retain clients for the foreseeable future. Because expenditures on our platform can represent a significant financial investment for our clients, our ability to retain clients depends in part on our ability to create and maintain high levels of client satisfaction, which we may not always be capable of providing, including for reasons outside of our control. Our clients generally do not have long-term obligations to purchase our products and solutions and may cancel their use of our products and solutions at any time without penalty. Thus, any decrease in client satisfaction or other change negatively affecting our ability to retain clients could result in a rapid, concentrated impact to our results going forward. Therefore, our failure to retain existing clients or consumers, even if such losses are offset by an increase in revenue resulting from the acquisition of new clients or consumers, could have an adverse effect on our business and operating results.
We may fail to offer the optimal pricing of our products and solutions.
We have limited experience in determining the optimal pricing of our products and solutions, and we may need to change our pricing model from time to time. For example, we recently changed our pricing model for our subscription software services to our WM Business bundled software services model and increased the amount our clients need to pay to access our listing products. We also have historically priced our add-on premium offerings in a bid-auction format. Our ability to continue growing depends on our ability to maintain and expand our client base. If our clients do not believe the incremental additional cost we are charging for WM Business is justified by the additional components included in our software bundles or that our add-on offerings do not generate proper return on investment, such clients may decline to continue using our services, and our revenue and other financial results may be adversely impacted.
If we fail to expand effectively into new markets, our revenue and business will be adversely affected.
While a key part of our business strategy is to add clients and consumers in our existing geographic markets, we intend to expand our operations into new markets if and as cannabis continues to be legalized. Any such expansion places us in competitive markets with which we may be unfamiliar, requires us to analyze the potential applicability of new and potentially complicated regulations regarding the usage, sale and marketing of cannabis, and involves various risks, including the need to invest significant time and resources and the possibility that returns on such investments will not be achieved for several years, if at all. As a result of such expansion, we may incur losses or otherwise fail to enter new markets successfully. In attempting to establish a presence in new markets, we expect to incur significant expenses and face various other challenges, such as expanding our compliance efforts to cover those new markets. For example, in 2020, we re-launched our sales and marketing efforts in the state of Oregon, and we have incurred and expect to continue to incur significant expenses selling our business solutions and marketing our platform in that market. These efforts may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenues sufficiently to offset these expenses. Our current and any future expansion plans will require significant resources and management attention.
Our business is concentrated in California, and, as a result, our performance may be affected by factors unique to the California market.
California represents one of the largest state legal cannabis markets in the United States, and approximately 50.1% of our revenue for the nine months ended September 30, 2020, was generated in California. As new markets develop and our current markets expand, we anticipate that there will be a reduction in the percentage of our revenue generated in California, but we do not know with any certainty when and to what degree, if ever, this would occur. Moreover, the cannabis market in California is rapidly evolving, and we expect our growth in California to continue as the cannabis industry continues to develop, which could further concentrate our client base. As a result, our business and results of operations are particularly susceptible to trends in the California cannabis market, as well as adverse economic, regulatory, political and other conditions in California. Additionally, adverse economic, regulatory, political or other developments that are limited to California may have a disproportionately greater effect on us. In particular, we rely on licensed cannabis businesses to drive the growth of our revenue and the use of our products, and the failure of the licensed cannabis markets to sufficiently overtake or eliminate the illegal market may have an adverse effect on our ability to grow our revenue.
Federal law enforcement may deem our clients to be in violation of U.S. federal law, and, in particular the CSA. A change in U.S. federal policy on cannabis enforcement and strict enforcement of federal cannabis laws against our clients would undermine our business model and materially affect our business and operations.
U.S. federal law, and more specifically the CSA, proscribes the cultivation, processing, distribution, sale, advertisement and possession of cannabis. As a result, U.S. federal law enforcement authorities, in their attempt to
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regulate the illegal or unauthorized production, distribution, promotion, sale, possession, or use of cannabis, may seek to bring criminal actions against our clients under the CSA. If our clients are found to be violating U.S. federal law relating to cannabis, they may be subject not only to criminal charges and convictions, but also to forfeiture of property, significant fines and penalties, disgorgement of profits, administrative sanctions, cessation of business activities, or civil liabilities arising from proceedings initiated by either the U.S. government or private citizens. Any of these actions or consequences on our clients could have a material adverse effect on our business, operating results or financial condition, or could force us to cease operations, and as a result, our investors could lose their entire investment.
Further, to the extent any law enforcement actions require us to respond to subpoenas, or undergo search warrants, for client records, cannabis businesses could elect to cease using our products. Until the U.S. federal government changes the laws with respect to cannabis, and particularly if the U.S. Congress does not extend the Omnibus Spending Bill’s protection of state medical cannabis programs, described below, to apply to all state cannabis programs, U.S. federal authorities could more strictly enforce current federal prohibitions and restrictions. An increase in federal enforcement against companies licensed under state cannabis laws could negatively impact the state cannabis industries and, in turn, our business, operating results, financial condition, brand and reputation.
We are currently subject to an ongoing inquiry by the U.S. Attorney’s Office for the Eastern District of California, the results of which could result in material liability and have an adverse effect on our business.
In September 2019, we received a grand-jury subpoena from the U.S. Attorney’s Office for the Eastern District of California, requiring the production of a broad range of documents related to our business, personnel, finances, and operations, including documents related to our dealings with various companies in the cannabis industry. We are fully cooperating with the inquiry. We cannot estimate at this time the potential impact that this inquiry and any results from this inquiry or any related proceedings could have on our business, operating results, financial condition, brand, and reputation. However, the very existence of the inquiry and our response to it could adversely impact our reputation, including our consumers’ and clients’ perception of us.
In addition, cooperation with this inquiry may be time-consuming and require a great deal of financial resources and attention from us and our senior management. If, as a result of this inquiry, the U.S. Attorney’s Office initiates legal proceedings against us, we may be subject to significant financial consequences, including criminal fines and penalties, or criminal or civil forfeitures of funds or other property. We also might be required to enter into a settlement with the government resulting in a substantial payment to the government. The conduct that is the subject of the U.S. Attorney’s investigation could also form the basis for private civil litigation by third parties claiming damages from such conduct. In addition, if the U.S. Attorney’s Office or third parties challenge the legality of some of our existing business practices, we may have to change those practices, which could severely impact our business strategy and growth. Any of these consequences could have an adverse effect on our business, operating results, financial condition, brand, and reputation.
Some of our clients or their listings currently and in the future may not be in compliance with licensing and related requirements under applicable laws and regulations. Allowing unlicensed or noncompliant businesses to access our products, or allowing businesses to use our solutions in a noncompliant manner, may subject us to legal or regulatory enforcement and negative publicity, which could adversely impact our business, operating results, financial condition, brand and reputation. In addition, allowing businesses that engage in false or deceptive advertising practices to use our solutions may subject us to negative publicity, which could have similar adverse impacts on us.
Our clients are contractually required to represent, warrant and covenant to us that they conduct their business in compliance with applicable state law, which includes any applicable licensing requirements and the regulatory framework enacted by each state or province in which they do business. Clients further contractually agree to indemnify us for any damages we may suffer as a result of their noncompliance. We rely on our clients’ contractual representations, and generally do not verify them, other than with respect to the licensed status of our clients operating cannabis retail businesses, where we have historically and currently require such clients who request access to our WM Orders, WM Store’s orders feature, WM Ads, WM Retail, or WM Exchange products to provide evidence of a valid state or provincial cannabis license prior to their initial access and from time to time during the term of their use of such products. We have recently begun requiring similar evidence for retail listings clients. Previously, we only required retail listings and premium placement clients to provide us with a state license number at the time we initially onboarded them, and did not routinely validate whether that license number actually belonged to the
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client or whether it remains valid. We require all operational cannabis retailer clients, including storefronts and delivery services, to display on their WMH listing a valid, unexpired state-issued license number. We also do not currently require cannabis brand clients to provide a valid license number in order to get access to our listings and premium placement products. As a result, some of our clients or their listings currently and in the future may not be in compliance with licensing and related requirements under applicable state laws and regulations. There could be legal enforcement actions against unlicensed or insufficiently licensed entities selling cannabis, which could negatively impact us.
Any legal or regulatory enforcement against us based on the business solutions that we offer, the third-party content available on our platform or noncompliance by our clients with licensing and other legal requirements, could subject us to various risks, including monetary penalties and the risk that we elect or are compelled to remove content from our platform and would likely cause us to experience negative publicity. Any of these developments could materially and adversely impact our business, operating results, financial condition, brand, and reputation.
While our solutions provide features to support our clients’ compliance with the complex, disparate and constantly evolving regulations and other legal requirements applicable to the cannabis industry, we generally do not, and cannot, ensure that our clients will conduct their business activities in a manner compliant with such regulations and requirements. As a result, federal, state, provincial or local government authorities may seek to bring criminal, administrative or regulatory enforcement actions against our clients, which could have a material adverse effect on our business, operating results or financial conditions, or could force us to cease operations.
While our solutions provide features to support our clients’ compliance with certain regulations and other legal requirements applicable to the cannabis industry, we generally do not, and cannot, ensure that our clients will conduct their business activities in a manner compliant with such regulations and requirements, in whole or in part. Their legal noncompliance could result in regulatory and even criminal actions against them, which could a material adverse impact on our business and operating results or financial condition, and as a result, our investors could lose their entire investment. For additional information, see the other risk factors in this section captioned “Risk Factors—Risks Related to WMH’s Business and Industry,” including “Some of our clients or their listings currently and in the future may not be in compliance with licensing and related requirements under applicable laws and regulations. Allowing unlicensed or noncompliant businesses to access our products, or allowing businesses to use our solutions in a noncompliant manner, may subject us to legal or regulatory enforcement and negative publicity, which could adversely impact our business, operating results, financial condition, brand and reputation. In addition, allowing businesses who engage in false or deceptive advertising practices to use our solutions may subject us to negative publicity, which could have similar adverse impacts on us.”
Our business is dependent on U.S. state laws and regulations and Canadian federal and provincial laws and regulations pertaining to the cannabis industry.
Although the federal CSA classifies cannabis as a Schedule I controlled substance, many U.S. states have legalized cannabis to varying degrees. In addition, the enactment of the Cannabis Act legalized the commercial cultivation and processing of cannabis for medical and adult-use purposes in Canada and created a federal legal framework for controlling the production, distribution, promotion, sale and possession of cannabis. The Cannabis Act also provides the provinces and territories of Canada with the authority to regulate other aspects of adult-use cannabis, such as distribution, sale, minimum age requirements (subject to the minimum set forth in the Cannabis Act), places where cannabis can be consumed, and a range of other matters. The governments of every Canadian province and territory have implemented regulatory regimes for the distribution and sale of cannabis for recreational purposes. In addition, subsection 23(1) of the Cannabis Act provides that it is prohibited to publish, broadcast or otherwise disseminate, on behalf of another person, with or without consideration, any promotion that is prohibited by a number of sections of the Cannabis Act. The Cannabis Act therefore includes provisions that could apply to certain aspects of our business, both directly to the solutions we provide and indirectly on account of any noncompliance by those who use our offerings. However, as the Cannabis Act has been recently enacted, there is a lack of available interpretation, application and enforcement of the provisions that may be relevant to digital platforms such as ours, and as a result, it is difficult to assess our potential exposure under the Cannabis Act.
Laws and regulations affecting the cannabis industry in U.S. states and Canada are continually changing. Any change or even the speed of changes could require us to incur substantial costs associated with compliance or alter our business plan, and could detrimentally affect our operations, revenue, and profitability. The commercial cannabis industry is still a young industry, and we cannot predict the impact of the compliance regime to which it may be
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subject. We will incur ongoing costs and obligations related to regulatory compliance, and such costs may prove to be material. Failure to comply with regulations may result in additional costs for corrective measures, penalties or restrictions on our operations. In addition, changes in regulations, more vigorous enforcement thereof, or other unanticipated events could require extensive changes to our operations or increased compliance costs or give rise to material liabilities, which could have a material adverse effect on us.
Given the concentration of our revenue from the sale of listing products, any increase in the stringency of any applicable laws, including U.S. state, or Canadian federal, provincial or territorial, laws and regulations relating to cannabis, or any escalation in the enforcement of such existing laws and regulations against the current or putative cannabis industry within any jurisdiction, could negatively impact the profitability or viability of cannabis businesses in such affected jurisdictions, which in turn could materially adversely affect our business and operating results.
In addition, although we have not yet been required to obtain any cannabis license as a result of existing cannabis regulations, it is possible that cannabis regulations may be enacted in the future that will require us to obtain such a cannabis license or otherwise seek to substantially regulate our business. U.S. and Canadian federal, state, provincial, local and other non-U.S. jurisdictions’ cannabis laws and regulations are broad in scope and subject to evolving interpretations, which could require us to incur substantial costs associated with compliance or alter our business plan. Our failure to adequately manage the risk associated with future regulations and adequately manage future compliance requirements may adversely affect our business, our status as a reporting company and our public listing. Further, any adverse pronouncements from political leaders or regulators about businesses related to the legal cannabis industry could adversely affect the price of our securities following the business combination.
The rapid changes in the cannabis industry and applicable laws and regulations make predicting and evaluating our future prospects difficult, and may increase the risk that we will not be successful.
The cannabis industry − and the complex regulatory regime applicable to it − is evolving rapidly and may develop in ways that we cannot anticipate. The pace of dramatic change in the cannabis industry makes it difficult to assess our future prospects, and you should evaluate our business in light of the risks and difficulties we may encounter as the industry continues to evolve. These risks and difficulties include:
managing complex, disparate and rapidly evolving regulatory regimes imposed by U.S. and Canadian federal, state and provincial, local and other non-U.S. governments around the world applicable to cannabis and cannabis-related businesses;
adapting to rapidly evolving trends in the cannabis industry and the way consumers and cannabis industry businesses interact with technology;
maintaining and increasing our base of clients and consumers;
continuing to preserve and build our brand while upgrading our existing offerings;
successfully competing with existing and future participants in the cannabis information market and related services;
successfully attracting, hiring, and retaining qualified personnel to manage operations;
adapting to changes in the cannabis industry if sales of cannabis expands significantly beyond a regulated model, and commodification of the cannabis industry;
successfully implementing and executing our business and marketing strategies; and
successfully expanding our business into new and existing cannabis markets.
If the demand for our software solutions does not develop as we expect, or if we fail to address the needs of our clients or consumers, our business will be harmed. We may not be able to successfully address these risks and difficulties, which could harm our business and operating results.
Because our business is dependent, in part, upon continued market acceptance of cannabis by consumers, any negative trends could adversely affect our business operations.
We are dependent on public support, continued market acceptance and the proliferation of consumers in the state-level and Canadian legal cannabis markets. While we believe that the market and opportunities in the space will continue to grow, we cannot predict the future growth rate or size of the market. Any downturns in, or negative outlooks on, the cannabis industry may adversely affect our business and financial condition.
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Expansion of our business is dependent on the continued legalization of cannabis.
Expansion of our business is in part dependent upon continued legislative authorization, including by voter initiatives and referenda, of cannabis in various jurisdictions worldwide. Any number of factors could slow, halt, or even reverse progress in this area. For example, some ballot measures in 2020 were delayed due to the COVID-19 pandemic. Further, progress for the industry, while encouraging, is not assured. While there may be ample public support for legislative action in a particular jurisdiction, numerous factors could impact the legislative process, including lobbying efforts by opposing stakeholders as well as legislators’ disagreements about how to legalize cannabis as well as the interpretation, implementation, and enforcement of applicable laws or regulations. Any one of these factors could slow or halt the legalization of cannabis, which would negatively impact our ability to expand our business. Additionally, the expansion of our business also depends on jurisdictions in which cannabis is currently legalized not narrowing, limiting or repealing existing laws legalizing and regulating cannabis, or altering the regulatory landscape in a way that diminishes the viability of cannabis businesses in those jurisdictions. For example, in April 2019, a lawsuit was filed in the Fresno County Superior Court challenging the California Bureau of Cannabis Control regulation that allows cannabis businesses to deliver products in local jurisdictions that have prohibited the sale of cannabis. In November 2020, in a mixed result, the Fresno County Superior Court upheld the state regulation that allows licensed cannabis delivery companies to offer services anywhere in the state, while also affirming that cities and counties can forbid those operations, though enforcement of the bans is also up to the local governments. More litigation is likely to follow if local governments ban deliveries into their jurisdictions. This result may negatively impact the viability and attractiveness of our offerings in California going forward. We generated approximately 50.1% of our revenue for the nine months ended September 30, 2020 in California, and such developments may in turn have a material adverse effect on our business, operating results and financial condition. For more information, see “− Our business is concentrated in California, and, as a result, our performance may be affected by factors unique to the California market.” Additionally, if such challenges are successful in any other jurisdictions that have legalized or are in the process of legalizing cannabis, our ability to expand our business would be negatively impacted.
If clients and consumers using our platform fail to provide high-quality content that attracts consumers, we may not be able to generate sufficient consumer traffic to remain competitive.
Our success depends on our platform providing consumers with useful information about our clients and their products, which in turn depends on the content provided by consumers and clients. For example, the platform will not provide useful information about cannabis brands or products if clients or consumers do not contribute content that is helpful and reliable, or if they remove previously submitted content.
Additionally, if we filter out helpful content or fail to filter out unhelpful content, clients and consumers alike may stop or reduce their use of our platform and products, which could negatively impact our business. For example, in 2016, the media reported allegations that many of the consumer-generated reviews on our website were fake or inauthentic. Allegations made against us, whether or not accurate, can materially harm our reputation and operating results. While we are continually seeking to improve our ability to identify and remove offensive, biased, unreliable, inauthentic, duplicative, fraudulent or otherwise unhelpful content, and have implemented safeguards on the platform to facilitate those efforts, we cannot guarantee that those efforts or safeguards will be effective or adequate.
If our website is not perceived as providing useful, accurate and current information about our clients and their products, consumers may stop or reduce their use of our platform, which could suppress the demand for our advertising placements and adversely affect our business and operating results. Moreover, our platform has evolved substantially since we were founded in 2008. Consumers who were familiar with earlier iterations of our platform may not be aware of our increased functionality (such as WM Orders and WM Store) and as a result may turn to competitors for similar offerings.
Our business is highly dependent upon our brand recognition and reputation, and the erosion or degradation of our brand recognition or reputation would likely adversely affect our business and operating results.
We believe that our business is highly dependent on the WMH brand identity and our reputation, which is critical to our ability to attract and retain clients and consumers. We also believe that the importance of our brand recognition and reputation will continue to increase as competition in the markets in which we operate continues to develop. Our success in this area will depend on a wide range of factors, some of which are within our control and some of which
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are not. The factors affecting our brand recognition and reputation that are within our control include the following:
the efficacy of our marketing efforts;
our ability to maintain a high-quality, innovative, and error- and bug-free platform;
our ability to maintain high satisfaction among clients and consumers;
the quality and perceived value of our platform;
successfully implementing and developing new features, including alternative revenue streams;
our ability to obtain, maintain and enforce trademarks and other indicia of origin that are valuable to our brand;
our ability to successfully differentiate our platform from competitors’ products;
our compliance with laws and regulations, including those applicable to any political action committees affiliated with us and to our registered lobbying activities;
our ability to provide client support; and
any actual or perceived data breach or data loss, or misuse or perceived misuse of our platform.
In addition, our brand recognition and reputation may be affected by factors that are outside our control, such as:
actions of competitors or other third parties;
the quality and timeliness of our clients’ delivery businesses;
consumers’ experiences with clients or products identified through our platform;
positive or negative publicity, including with respect to events or activities attributed to us, our employees, partners or others associated with any of these parties;
interruptions, delays or attacks on our platform; and
litigation or regulatory developments.
Damage to our reputation and loss of brand equity from one or more of the factors listed above 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 currently face intense competition in the cannabis information market, and we expect competition to further intensify as the cannabis industry continues to evolve.
The cannabis information market is rapidly evolving and is currently characterized by intense competition, due in part to relatively low barriers to entry. We expect competition to further intensify in the future as cannabis continues to be legalized and regulated, new technologies are developed and new participants enter the cannabis information market. Our direct competitors for individual components of our platform include cannabis-focused, two-sided networks like Leafly (for retailer listing pages), Dutchie and Jane Technologies (for menu embed and orders functionality), Leaflink (for B2B sales) and a variety of cannabis-focused point-of-sale providers. In addition, our platform also may compete with current or potential products and solutions offered by internet search engines and advertising networks, like Google, general two-sided networks like Yelp, various other newspaper, television, media companies, outdoor billboard advertising, and online merchant platforms, such as Shopify, Square, and Lightspeed. If the regulatory regime for cannabis becomes more settled and the legal market for cannabis becomes more accepted, competition may further intensify as new participants may be encouraged to enter the cannabis information market, including established companies, such as tobacco and alcohol companies, with substantially greater financial, technical, and other resources than existing market participants. Additionally, as consumers and cannabis industry clients demand richer data, integrations with other cannabis industry participants such as point-of-sale providers and loyalty service providers may become increasingly important. If we are unable to complete such new integrations as quickly as our competitors, or improve our existing integrations based on legacy systems, we may lose market share to such competitors. Our current and future competitors may also enjoy other competitive advantages, such as greater name recognition, more varied or more focused offerings, better market acceptance, and larger marketing budgets.
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Additionally, as the legalization of cannabis continues, cannabis cultivators and distributors could experience consolidation as existing cannabis businesses seek to obtain greater market share and purchasing power and new entrants seek to establish a significant market presence. Consolidation of the cannabis markets could reduce the size of our potential client base and give remaining clients greater bargaining or purchasing power. This may in turn erode the prices for our advertising placements and result in decreased margins. Consolidation could particularly affect smaller cannabis businesses, with whom we have historically conducted the majority of our business. Further, heightened competition between cannabis businesses could ultimately have a negative impact on the viability of individual market participants, which could reduce or eliminate their ability to purchase our products and solution.
If we are unable to compete effectively for any of these reasons, we may be unable to maintain our operations or develop our products and solutions, and as a result our business and operating results may be adversely affected.
If we fail to manage our growth effectively, our brand, business and operating results could be harmed.
We have experienced rapid organic growth in our headcount and operations, which places substantial demands on management and our operational infrastructure. As a result of our rapid growth, many of our employees have been with us for less than 24 months. To manage the expected growth of our operations and personnel, we will be required to improve existing, and implement new, transaction-processing, operational and financial systems, procedures and controls. We will also be required to expand our finance, administrative and operations staff. We intend to continue making substantial investments in our technology, sales and data infrastructure. As we continue to grow, we must effectively integrate, develop and motivate a significant number of new employees, while maintaining the beneficial aspects of our existing corporate culture, which we believe fosters innovation, teamwork and a passion for our products and clients. In addition, our revenue may not grow at the same rate as the expansion of our business. There can be no assurance that our current and planned personnel, systems, procedures and controls will be adequate to support our future operations or that management will be able to hire, train, retrain, motivate and manage required personnel. If we are unable to manage our growth effectively, the quality of our platform, efficiency of our operations, and management of our expenses could suffer, which could negatively impact our brand, business, profitability and operating results.
If we are unable to recruit, train, retain and motivate key personnel, we may not achieve our business objectives.
Our future success depends on our ability to recruit, train, retain and motivate key personnel, including Christopher Beals, our Chief Executive Officer; Brian Camire, our General Counsel; Justin Dean, our Chief Technology Officer and Chief Information Officer; Juanjo Feijoo, our Chief Marketing Officer; Steven Jung, our President and Chief Operations Officer; and Arden Lee, our Chief Financial Officer. Competition for qualified personnel in the technology industry is intense, particularly in Southern California, where we are headquartered. Additionally, we face additional challenges in attracting, retaining and motivating highly qualified personnel due to our relationship to the cannabis industry, which is rapidly evolving and has varying levels of social acceptance. We do not maintain fixed term employment contracts or key man life insurance with any of our employees. Any failure to attract, train, retain and motivate qualified personnel could materially harm our operating results and growth prospects.
We rely on search engine placement, syndicated content, paid digital advertising, and social media marketing to attract a meaningful portion of our clients and consumers. If we are not able to generate traffic to our website through search engines and paid digital advertising, or increase the profile of our company brand through social media engagement, our ability to attract new clients may be impaired.
Many consumers locate our website through internet search engines, like Google, and paid digital advertisements in certain jurisdictions. The prominence of our website in response to internet searches is a critical factor in the attractiveness of our advertising placements, and our digital marketing efforts, such as search engine optimization, are intended to improve our search result rankings and draw additional traffic to our website. Visits to our website could decline significantly if we are listed less prominently or fail to appear in search results for any reason, including ineffective implementation of our digital marketing strategies or any change by a search engine to its ranking algorithms or advertising policies.
Visits to our website could also decline if our accounts on Facebook, Instagram or Twitter are shut down or restricted. We work across these social networks to increase brand awareness of our company by consumers and clients, and to promote client acquisition. Our engagement on these social media platforms is subject to their
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respective terms of service and community guidelines, which generally restrict the promotion, sale and, often, depiction of cannabis. While we do not directly promote the sale of cannabis or cannabis-related products by our clients on these social media platforms, the perception that we may be engaging in such promotion or our inadvertent violation of other aspects of these platforms’ terms of service or community guidelines may result in our accounts being shut down or restricted. For example, our Instagram account was suspended in 2015. Our accounts might also be suspended or restricted due to changes in the rules and regulations of such social media platforms. Any such suspension or restriction could result in reduced traffic to our website and diminished demand for our products, which could adversely affect our business and operating results.
If our current marketing model is not effective in attracting new clients, we may need to employ higher-cost sales and marketing methods to attract and retain clients, which could adversely affect our profitability.
We use our sales team to build relationships with our client base. Our sales team builds and maintains relationships with clients primarily through phone and email contact, which is designed to allow us to cost-effectively service a large number of clients. We may need to employ more resource-intensive sales methods, such as increasing our enterprise or field sales teams, to continue to attract and retain clients, particularly as we increase the number of our clients and our client base employs more sophisticated marketing operations, strategies and processes. This could cause us to incur higher sales and marketing expenses, which could adversely affect our business and operating results.
If the Google Play Store or Apple iTunes App Store limit the functionality or availability of our mobile application platform, including as a result of changes or violations of terms and conditions, access to and utilization of our platform may suffer.
Our platform is available for download on iOS and Android, and is also accessible online. As of September 30, 2020, our mobile application platform was downloaded approximately 6.6 million times on iOS and approximately 4.9 million times on Android. The availability of our platform and its various functionalities to a significant percentage of our clients is subject to standard policies and terms of service of these third-party platforms, which govern the promotion, distribution and operation generally of our platform. In addition, each platform provider has broad discretion to change and interpret its terms of service and other policies with respect to our platform and its functionalities, and those changes and interpretations may be unfavorable. A platform provider may also change its fee structure, add fees associated with access to and use of its platform, or restrict how users can access the platform, which would similarly be unfavorable.
For example, we are unable to offer our WM Orders functionality in our iOS Weedmaps mobile application or in our Android Weedmaps mobile application due to restrictions imposed by the Apple iTunes App Store and Google Play, respectively. While our platform is still available in the Apple iTunes App Store and on Google Play for download, there can be no assurance that our platform or all of its functionalities will remain available in the immediate or longer term. To the extent that we are limited or prohibited from making some or all of our solutions available through any third-party platform, including the Apple iTunes App Store or the Google Play Store, we may need, or choose, to provide our solutions through alternative venues that may be more difficult for potential users to access. Limits on, or discontinuation of, access to our mobile platform or its various functionalities could, in turn, have a material adverse impact on utilization of our platform, our business, and our ability to attract clients and consumers.
We may be unable to scale and adapt our existing technology and network infrastructure in a timely or effective manner to ensure that our platform is accessible, which would harm our reputation, business and operating results.
It is critical to our success that clients and consumers within our geographic markets be able to access our platform at all times. We have previously experienced service disruptions, and in the future, we may experience service disruptions, outages or other performance problems due to a variety of factors, including infrastructure changes, human or software errors, capacity constraints, and distributed denial of service, or DDoS, fraud or security attacks. In some instances, we may not be able to identify the cause or causes of these performance problems within an acceptable period of time. It may become increasingly difficult to maintain and improve the availability of our platform, especially during peak usage times and as our products become more complex and our traffic increases. If our platform is unavailable when consumers attempt to access it or it does not load as quickly as they expect, consumers may seek other solutions and may not return to our platform as often in the future, or at all. This would
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harm our ability to attract clients and decrease the frequency with which they subscribe for our advertising placements. We expect to continue to make significant investments to maintain and improve the availability of our platform and to enable rapid releases of new features and products. To the extent that we do not effectively address capacity constraints, respond adequately to service disruptions, upgrade our systems as needed or continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, our business and operating results would be harmed.
We expect to continue making significant investments in the functionality, performance, reliability, design, security and scalability of our platform. We may experience difficulties with the development of our platform that could delay or prevent the implementation of new solutions and enhancements. Software development involves a significant amount of time and resources for our product development team, and we may not be able to continue making those investments in the future.
To the extent we are not able to continue successfully improving and enhancing our platform, our business could be adversely affected.
Our payment system and the payment systems of our