United States securities and exchange commission logo
April 14, 2021
Gregory M. Gentile
Chief Financial Officer
Silver Spike Acquisition Corp.
660 Madison Ave., Suite 1600
New York, New York 10065
Re: Silver Spike
Acquisition Corp.
Amendment No. 2 to
Registration Statement on Form S-4
Filed April 1, 2021
File No. 333-252186
Dear Mr. Gentile:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our March
26, 2021 letter.
Amendment No. 2 to Form S-4 filed April 1, 2021
Selected Historical Financial Information of Silver Spike, page 49
1. We note the revised
disclosure in response to prior comment 1. Please further revise the
introductory paragraph
to address the fiscal year end December 31, 2020 information and
remove reference to the
interim period ended September 30, 2020. Further, please remove
the column with the
interim period ended September 30, 2019 information, as this is
included in the fiscal
year end December 31, 2019 information, or advise.
Gregory M. Gentile
FirstName
Silver SpikeLastNameGregory
Acquisition Corp.M. Gentile
Comapany
April NameSilver Spike Acquisition Corp.
14, 2021
April 214, 2021 Page 2
Page
FirstName LastName
Risk Factors
After completion of the business combination, the post-merger WMH equity
holders..., page 85
2. We note that the post-merger New WMH common stock holder percentages
disclosed
here total greater than 100%. Further, the percentages disclosed do
not agree with the
post-merger organizational chart on page 13. Please revise or advise.
Unaudited Pro Forma Condensed Combined Financial Information, page 184
3. We note that, pursuant to the Exchange Agreement, the post-merger WMH
equity holders
will have the right to exchange their post-merger WMH units for shares
of Class A
common stock or cash. Please tell us who determines the form of
consideration to be paid
upon redemption (i.e., the Company or New WMH's Board of Directors),
and in the case
of cash redemption clarify whether that will be paid from current cash
or assets on hand.
Also, explain how you determined that the noncontrolling interests
should be classified in
permanent equity and the specific guidance you considered.
You may contact Brittany Ebbertt, Senior Staff Accountant, at (202)
551-3572 or
Christine Dietz, Senior Staff Accountant, at (202) 551-3408 if you have
questions regarding
comments on the financial statements and related matters. Please contact
Mitchell Austin, Staff
Attorney, at (202) 551-3574 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Derek J. Dostal, Esq.