0001779474-23-000023 | 10-K | XBRL Viewer

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Summary of Significant Accounting Policies - Warrant Liabilities (Details) - $ / shares	Dec. 31, 2022	Jul. 16, 2021	Jun. 16, 2021
Class A Common Stock
Class of Warrant or Right [Line Items]
Right to purchase shares (in shares)	1
Exercise price of warrant (in dollars per share)		$ 11.50	$ 11.50
Minimum requirement for cash settlement as percent of stockholders			50.00%
Public Warrants
Class of Warrant or Right [Line Items]
Origination warrants (in shares)	12,499,993
Warrants outstanding (in shares)	12,499,973
Private Placement Warrant
Class of Warrant or Right [Line Items]
Origination warrants (in shares)	7,000,000
Warrants outstanding (in shares)	7,000,000

Leases

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Leases

LeasesEffective January 1, 2021, the Company adopted ASC 842 - Leases using the modified retrospective transition approach for recording ROU assets and operating lease liabilities for its operating leases. The Company’s operating leases consist of office space located primarily in the United States. The Company does not have any leases classified as financing leases.

The components of lease related costs, net for the years ended December 31, 2022 and 2021 are as follows (in thousands):


	Years Ended December 31,
	2022		2021
Operating lease cost	$	7,537	$	9,229
Variable lease cost	1,525		2,217
Operating lease cost	9,062		11,446
Short-term lease cost	12		88
Total lease cost, net	$	9,074	$	11,534

During the years ended December 31, 2022 and 2021, the Company made cash payments of $9.6 million and $8.2 million, respectively, on its operating leases, all of which were included in cash flows from operating activities within the consolidated statements of cash flows. During the year ended December 2021, ROU assets obtained in exchange for operating lease liabilities were $43.3 million. Net rent expense for the years ended December 31, 2022, 2021 and 2020 amounted to $9.1 million, $11.5 million and $11.1 million, respectively, and is included in general and administrative expense in the accompanying consolidated statements of operations. Sublease rental income is recognized as a reduction to the related lease expense on a straight-line basis over the sublease term. For the years ended December 31, 2022 and 2021, the Company recorded contra rent expense related to a sublease of $1.9 million and $0.2 million, respectively.

As of December 31, 2022, future minimum payments for the next five years and thereafter are as follows (in thousands):


	Operating Leases
Years Ending December 31,
2023	$	9,898
2024	9,405
2025	5,830
2026	5,408
2027	5,570
Thereafter	18,753
Total	$	54,864
Less present value discount	(15,487)
Operating lease liabilities	$	39,377

As of December 31, 2022 and 2021, the Company’s operating leases had a weighted average remaining lease term of 6.8 years and 7.4 years and a weighted-average discount rate of 9.8% . The Company’s lease agreements do not provide an implicit rate and as a result, the Company used an estimated incremental borrowing rate, which was derived from third-party information available at the time the Company adopted ASC 842 in determining the present value of future lease payments. The rate used is for a secured borrowing of a similar term as the right of use asset. The fair value was estimated using an income approach based on management’s forecast of future cash flows expected to be derived based on current sublease market rent.

The Company recognized impairment charges of $0.6 million and $2.4 million during the years ended December 31, 2022 and 2021, respectively, related to certain ROU assets reducing the carrying values of the lease assets to their estimated fair values. The impairment charge is included in general and administrative expenses in the consolidated statements of operations.

Stock-based Compensation - Stock Units Activity (Details)	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Restricted Stock Units
Number of RSUs and PSUs
Beginning balance (in shares) \| shares	5,829,881
Granted (in shares) \| shares	7,490,162
Vested (in shares) \| shares	(2,883,723)
Forfeited (in shares) \| shares	(4,166,452)
Ending balance (in shares) \| shares	6,269,868
Weighted-average Grant Date Fair Value
Beginning balance (in dollars per share) \| $ / shares	$ 10.91
Granted (in dollars per share) \| $ / shares	5.02
Vested (in dollars per share) \| $ / shares	8.57
Forfeited (in dollars per share) \| $ / shares	7.72
Ending balance (in dollars per share) \| $ / shares	$ 7.07
Performance Shares
Number of RSUs and PSUs
Beginning balance (in shares) \| shares	2,437,500
Forfeited (in shares) \| shares	(1,578,125)
Ending balance (in shares) \| shares	859,375
Weighted-average Grant Date Fair Value
Beginning balance (in dollars per share) \| $ / shares	$ 6.40
Forfeited (in dollars per share) \| $ / shares	6.40
Ending balance (in dollars per share) \| $ / shares	$ 6.40

Income Taxes - Summary of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets
Investment in partnership	$ 133,569	$ 112,543
Tax receivable agreement	37,254	34,203
Net operating loss carryovers	12,453	4,694
Tax credit carryovers	3,679	751
Other	111	18
Total deferred tax asset	187,066	152,209
Less: valuation allowance	(187,066)	(112)
Net deferred tax asset	$ 0	$ 152,097

Cover Page - USD ($)	12 Months Ended
Cover Page - USD ($)	Dec. 31, 2022	Mar. 10, 2023	Jun. 30, 2022
Entity Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-39021
Entity Registrant Name	WM TECHNOLOGY, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	98-1605615
Entity Address, Address Line One	41 Discovery
Entity Address, City or Town	Irvine
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92618
City Area Code	844
Local Phone Number	933-3627
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float			$ 258,781,507
Documents Incorporated by Reference	Portions of the registrant’s Proxy Statement for the 2023 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2022.
Entity Central Index Key	0001779474
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false
Class A Common Stock, $0.0001 par value per share
Entity Information [Line Items]
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	MAPS
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		92,573,466
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Entity Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Trading Symbol	MAPSW
Security Exchange Name	NASDAQ
Class V Common Stock
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		55,486,361

Business Combination

12 Months Ended

Dec. 31, 2022

Reverse Recapitalization [Abstract]

Business Combination

As discussed in Note 1, on June 16, 2021, the Company consummated the Business Combination pursuant to the Merger Agreement.

In connection with the Closing, the following occurred:

•Silver Spike was domesticated and continues as a Delaware corporation, changing its name to “WM Technology, Inc.”

•The Company was reorganized into an Up-C structure, in which substantially all of the assets and business of the Company are held by WMH LLC and continue to operate through WMH LLC and its subsidiaries, and WM Technology, Inc.’s material assets are the equity interests of WMH LLC indirectly held by it.

•The Company consummated the sale of 32,500,000 shares of Class A Common Stock for a purchase price of $10.00 per share (together, the “PIPE Financing”) pursuant to certain subscription agreements dated as of December 10, 2020, for an aggregate price of $325.0 million.

•The Company contributed approximately $80.3 million of cash to WMH LLC, representing (a) the net amount held in the Company’s trust account following the redemption of 10,012 shares of Class A Common Stock originally sold in the Silver Spike’s initial public offering, less (b) cash consideration of $455.2 million paid to Legacy WMH Class A equity holders, plus (c) $325.0 million in aggregate proceeds from the PIPE Financing, less (d) the aggregate amount of transaction expenses incurred by the parties to the Business Combination Agreement.

•The Company transferred $455.2 million to the Legacy WMH equity holders as cash consideration.

•The Legacy WMH equity holders retained an aggregate of 65,502,347 Class A Units and 25,896,042 Class P Units.

•The Company issued 65,502,347 shares of Class V Common Stock to Class A Unit holders, representing the same number of Class A Units retained by the Legacy WMH equity holders.

•The Company, the Holder Representative and the Class A Unit holders entered into the tax receivable agreement, pursuant to which WM Technology, Inc. will pay to WMH LLC Class A equity holders 85% of the net income tax savings that WM Technology, Inc. actually realizes as a result of increases in the tax basis of WMH LLC’s assets as a result of the exchange of Units for cash in the Business Combination and future exchanges of the Class A Units for shares of Class A Common Stock or cash pursuant to the Exchange Agreement, and certain other tax attributes of WMH LLC and tax benefits related to the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement.

Concurrently with the closing of the Business Combination, the Unit holders entered into the Exchange Agreement. The terms of the Exchange Agreement, among other things, provide the Unit holders (or certain permitted transferees thereof) with the right from time to time at and after 180 days following the Business Combination to exchange their vested Paired Interests for shares of Class A Common Stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications, or Class P Units for shares of Class A Common Stock with a value equal to the value of such Class P Units less their participation threshold, or in each case, at the Company’s election, the cash equivalent of such shares of Class A Common Stock.

The following table reconciles the elements of the Business Combination to the consolidated statements of cash flows and the consolidated statements of equity for the year ended December 31, 2021 (in thousands):


	Business Combination
Cash - Silver Spike trust and cash, net of redemptions	$	254,203
Cash - PIPE Financing	325,000
Less: cash consideration paid to Legacy WMH equity holders	(455,182)
Less: transaction costs and advisory fees	(44,052)
Net proceeds from the Business Combination	79,969
Less: initial fair value of warrant liability recognized in the Business Combination	(193,978)
Add: transaction costs allocated to Warrants	5,547
Add: non-cash assets assumed from Silver Spike	1,053
Add: deferred tax asset	151,255
Less: tax receivable agreement liability	(128,567)
Net adjustment to total equity from the Business Combination	$	(84,721)

The number of shares of common stock issued immediately following the Closing:


						Number of Shares
Common stock, outstanding prior to the Business Combination						24,998,575
Less: redemption of shares of Silver Spike’s Class A common stock						10,012
Shares of Silver Spike’s Class A common stock						24,988,563
Shares of Class A Common Stock held by Silver Spike’s Sponsor						6,250,000
Shares of Class A Common Stock issued in the PIPE Financing						32,500,000
Shares of Class A Common Stock issued in the Business Combination						63,738,563
Shares of Class V Common Stock issued to Legacy WMH equity holders						65,502,347
Total shares of common stock issued in the Business Combination						129,240,910

Net income for the period from June 16, 2021 (Closing Date) to December 31, 2021 was $137.1 million, which includes change in fair value of warrant liability of $166.5 million, stock-based compensation expense of $29.3 million and transaction costs related to the warrant liability of $5.5 million. The transaction costs related to the warrant liability is included in other expense, net on the consolidated statements of operations.

Fair Value Measurements - Warrants (Details) - USD ($) $ in Thousands		12 Months Ended
	Jun. 16, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total warrant liability		$ 2,090	$ 27,460	$ 0
Changes In Fair Value Of Warrant Liabilities [Roll Forward]
Fair value, beginning of period		27,460	0
Warrant liability acquired			193,978
Change in valuation inputs or other assumptions		(25,370)	(166,518)	0
Fair value, end of period		2,090	27,460	0
Warrants
Changes In Fair Value Of Warrant Liabilities [Roll Forward]
Remaining maturity	5 years
Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total warrant liability		1,250	16,750	0
Changes In Fair Value Of Warrant Liabilities [Roll Forward]
Fair value, beginning of period		16,750	0
Warrant liability acquired			100,750
Change in valuation inputs or other assumptions		(15,500)	(84,000)
Fair value, end of period		1,250	16,750	0
Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total warrant liability		840	10,710	0
Changes In Fair Value Of Warrant Liabilities [Roll Forward]
Fair value, beginning of period		10,710	0
Warrant liability acquired			93,228
Change in valuation inputs or other assumptions		(9,870)	(82,518)
Fair value, end of period		840	10,710	$ 0
Level 1 \| Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total warrant liability		1,300	16,800
Changes In Fair Value Of Warrant Liabilities [Roll Forward]
Fair value, beginning of period		16,800
Fair value, end of period		1,300	16,800
Recurring Basis
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total warrant liability		2,090	27,460
Changes In Fair Value Of Warrant Liabilities [Roll Forward]
Fair value, beginning of period		27,460
Fair value, end of period		2,090	27,460
Recurring Basis \| Level 1 \| Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total warrant liability		1,250	16,750
Changes In Fair Value Of Warrant Liabilities [Roll Forward]
Fair value, beginning of period		16,750
Fair value, end of period		1,250	16,750
Recurring Basis \| Level 3 \| Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total warrant liability		840	10,710
Changes In Fair Value Of Warrant Liabilities [Roll Forward]
Fair value, beginning of period		10,710
Fair value, end of period		$ 840	$ 10,710

Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

A summary of changes in goodwill for the years ended December 31, 2022 and 2021 is as follows (in thousands):


	Goodwill
Balance at December 31, 2020	$	3,961
Acquisition of Sprout	26,686
Acquisition of TLH	14,648
Balance at December 31, 2021	$	45,295
Acquisition of Eyechronic	23,073
Balance at December 31, 2022	$	68,368

Intangible assets consisted of the following for the periods presented below (in thousands):


	December 31, 2022
	Weighted Average Amortization Period (Years)	Gross Intangible Assets		Accumulated Amortization		Net Intangible Assets
Trade and domain names	14.4	$	7,635	$	(4,699)	$	2,936
Software technology	6.9	7,516		(4,413)		3,103
Customer relationships	11.5	5,211		(921)		4,290
Order Backlog	1.0	$	210	$	(200)	$	10
Total intangible assets	10.8	$	20,572	$	(10,233)	$	10,339


	December 31, 2021
	Weighted Average Amortization Period (Years)	Gross Intangible Assets		Accumulated Amortization		Net Intangible Assets
Trade and domain names	14.3	$	7,532	$	(4,081)	$	3,451
Software technology	7.7	6,691		(3,222)		3,469
Customer relationships	3.4	1,580		(201)		1,379
Total intangible assets	10.4	$	15,803	$	(7,504)	$	8,299

Amortization expense for intangible assets was $2.7 million, $1.3 million and $0.9 million for the years ended December 31, 2022, 2021 and 2020, respectively.

The estimated future amortization expense of intangible assets as of December 31, 2022 is as follows (in thousands):


	Amortization
Years ended December 31,
2023	$	2,170
2024	1,927
2025	1,593
2026	1,346
2027	754
Thereafter	2,549
	$	10,339

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Income before Income Tax, Domestic and Foreign

The components of income before taxes are as follows (in thousands):


	Years Ended December 31,
	2022		2021		2020
Domestic	$	97,639	$	151,987	$	38,878
Foreign	(1,213)		(370)		(48)
Income before income taxes	96,426		151,617		38,830

Taxes on Income

The components of the provision for (benefit from) income taxes are as follows (in thousands):


	Years Ended December 31,
	2022		2021		2020
Current
Federal	$	—	$	—	$	—
State	—		—		—
Foreign	(341)		241		—
	(341)		241		—
Deferred
Federal	131,766		(508)		—
State	47,652		(334)		—
Foreign	—		—		—
	179,418		(842)		—
Provision for (benefit from) income taxes	$	179,077	$	(601)	$	—

Reconciliation Between the U.S. Statutory Federal Income Tax Rate and the Company's Effective Income Tax Rate

The actual income tax expense differs from the expected amount computed by applying the federal statutory corporate tax rate of 21 percent as follows (in thousands):


	Years Ended December 31,
	2022				2021			2020
Federal statutory rate	$	20,249			$	31,844		$	8,154
State blended statutory rate	5,168				8,497			2,176
LLC flow-through structure	—				—			(10,340)
Income taxed to owners of noncontrolling interests	(11,285)				(21,762)			—
Foreign tax impact	(80)				227			10
Change in fair value of warrant liability	(3,718)				(19,669)			—
Stock based compensation	2,868				—			—
Other permanent items	548				901			—
Research and development credits	(2,514)				(751)			—
Change in valuation allowance	186,954				112			—
Tax receivable agreement revaluation	(20,462)				—			—
Change in State Tax Rate	1,349				—			—
Provision for (benefit from) income taxes	$	179,077			$	(601)		$	—
Effective tax rate	185.71		%	—	(0.40)		%	—		%

Composition of Deferred Tax Balances

The significant components of the net deferred tax assets are as follows:



	December 31, 2022		December 31, 2021
Deferred tax assets
Investment in partnership	$	133,569	$	112,543
Tax receivable agreement	37,254		34,203
Net operating loss carryovers	12,453		4,694
Tax credit carryovers	3,679		751
Other	111		18
Total deferred tax asset	187,066		152,209
Less: valuation allowance	(187,066)		(112)
Net deferred tax asset	$	—	$	152,097

Schedule of Unrecognized Tax Benefits

The following table reflects changes in the unrecognized tax benefits (in thousands):


	December 31, 2022		December 31, 2021

Gross amount of unrecognized tax benefits as of the beginning of the period	$	188	$	—
Decreases related to prior year tax provisions	—		—
Increases related to current year tax provisions	732		188
Gross amount of unrecognized tax benefits as of the end of the period	$	920	$	188

Business and Organization	12 Months Ended
Business and Organization	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Business and Organization	Business and Organization Founded in 2008, and headquartered in Irvine, California, WM Technology, Inc. operates a leading online cannabis marketplace for consumers together with a comprehensive set of eCommerce and compliance software solutions for cannabis businesses, which are sold to both storefront locations and delivery operators (“retailers”) and brands in the United States, U.S. territories and Canadian legalized cannabis markets. The Company’s comprehensive business-to-consumer (“B2C”) and business-to-business (“B2B”) suite of products afford cannabis retailers and brands of all sizes integrated tools to compliantly run their businesses and to reach, convert, and retain consumers. The Company’s business primarily consists of its commerce-driven marketplace (“Weedmaps”), and its fully integrated suite of end-to-end Software-as-a-Service (“SaaS”) solutions software offering (“Weedmaps for Business”). The Weedmaps marketplace provides cannabis consumers with information regarding cannabis retailers and brands. In addition, the Weedmaps marketplace aggregates data from a variety of sources including retailer point-of-sale solutions to provide consumers with the ability to browse by strain, price, cannabinoids and other information regarding locally available cannabis products, through the Company’s website and mobile apps. The marketplace provides consumers with product discovery, access to deals and discounts, and reservation of products for pickup by consumers or delivery to consumers by participating retailers (retailers complete orders and process payments outside of the Weedmaps marketplace as Weedmaps serves only as a portal, passing a consumer’s inquiry to the dispensary). The marketplace also provides education and learning information to help newer consumers learn about the types of products to purchase. The Company believes the size, loyalty and engagement of its user base and the frequency of consumption of cannabis of its user base is highly valuable to the Company’s clients and results in clients paying for its services. Weedmaps for Business, the Company’s SaaS offering, is a comprehensive set of eCommerce and compliance software solutions catered towards cannabis retailers, delivery services and brands that streamline front and back-end operations and help manage compliance needs. These tools support cannabis businesses at every stage in the consumer funnel, enabling them to: •Strategically reach prospective cannabis consumers; •Manage pickup, delivery and inventory in compliance with local regulations; •Help improve the customer experience by creating online browsing and ordering functionality on a brand or retailer (including delivery) operator’s website and by extending that functionality in-store with kiosks; •Foster customer loyalty and re-engage with segments of consumers; •Leverage the Weedmaps for Business products in conjunction with any other preferred software solutions via integrations and application programming interfaces (“APIs”); and •Make informed marketing and merchandising decisions using performance analytics and consumer and brand insights to promote products to specific consumer groups. The Company’s solutions are designed to address these challenges facing cannabis consumers and businesses. The Weedmaps marketplace allows cannabis users to search for and browse cannabis products from retailers and brands, and ultimately reserve products from certain local retailers, in a manner similar to other technology platforms with breadth and depth of product, brand and retailer selection. With the development of Weedmaps for Business, the Company offers an end-to-end platform for licensed cannabis retailers to comply with state law. The Company sells a monthly subscription offering to storefront, delivery and brand clients as well as upsell and add-on offerings to licensed clients. The Company’s current subscription package includes: •WM Listings: A listing page with product menu for a retailer or brand on the Weedmaps marketplace, enabling the Company’s clients to be discovered by the marketplace’s users. This also allows clients to disclose their license information, hours of operation, contact information, discount policies and other information that may be required under applicable state law; •WM Orders: Software for retailers to receive pickup and delivery orders directly from a Weedmaps listing and connect orders directly with a client’s POS system (for certain POS systems). The marketplace also enables brands to route customer purchase interest to a retailer that carries the brand’s product. After a dispensary receives the order request from the consumer, the dispensary and the consumer can continue to communicate, adjust items in the request, and handle any stock issues, prior to and while the dispensary processes and fulfills the order; •WM Store: Customizable orders and menu embed, which allows retailers and brands to import their Weedmaps listing menu or product reservation functionality to their own white-labeled WM Store website or separately owned website. WM Store facilitates customer pickup or delivery orders and enables retailers to reach more customers by bringing the breadth of the Weedmaps marketplace to a client’s own website; •WM Connectors: A centralized integration platform, including API tools, for easier menu management, automatic inventory updates and streamlined order fulfillment to enable clients to save time and more easily integrate into the WM Technology ecosystem and integrate with disparate software systems. This creates business efficiencies and improves the accuracy and timeliness of information across Weedmaps, creating a more positive experience for consumers and businesses; and •WM Insights: An insights and analytics platform for clients leveraging data across the Weedmaps marketplace and software solutions. WM Insights provides data and analytics on user engagement and traffic trends to a client’s listing page. For Brand clients, WM Insights allows them to monitor their brand and product rankings, identify retailers not carrying products and keep track of top brands and products by category and state. The Company also offers other add-on products for additional fees, including: •WM Ads: Ad solutions on the Weedmaps marketplace designed for clients to amplify their businesses and reach more highly engaged cannabis consumers throughout their buying journey including: ◦Featured Listings: Premium placement ad solutions on high visibility locations on the Weedmaps marketplace (desktop and mobile) to amplify the Company’s clients’ businesses and maximize clients’ listings and deal presence. ◦WM Deals: Discount and promotion pricing tools that let clients strategically reach prospective price-conscious cannabis customers with deals or discounts to drive conversion. In some jurisdictions, it is required by applicable law to showcase discounts). ◦Other WM Ads solutions: Includes banner ads and promotion tiles on our marketplace as well as banner ads that can be tied to keyword searches. These products provide clients with targeted ad solutions in highly visible slots across our digital surfaces. •WM AdSuite: Omni-channel (on and off platform) marketing solution with access to the Weedmaps marketplace and cannabis-friendly off marketplace outlets including certain publishers, out-of-home units in addition to other media solutions. These campaigns leverage proprietary first-party Weedmaps data to target verified cannabis consumers. •WM CRM: Customer relationship management software allowing clients to reach new consumers, build loyalty, and grow revenue with our compliant app, text and marketing tools. The tools also allow for retargeting and re-engagement of cannabis consumers •WM Dispatch: Compliant, automated and optimized logistics and fulfillment last-mile delivery software (including driver apps) that helps clients manage their delivery fleets. This product streamlines the delivery experience from in-store to front-door. •WM Screens: In-store digital menu signage and kiosk solution and media management tool enabling clients to enhance the in-store experience, impact omnichannel retail and centralize operations with revenue-driving and customizable digital signage. The Company charges a monthly fee to retailer, delivery and brand clients for access to its subscription package, which includes WM Listings, WM Orders, WM Store, WM Connectors and WM Insights. Depending on the market, the other add-on products are available for additional fees. The Company sells its Weedmaps for Business suite in the United States, and currently offer some of its Weedmaps for Business solutions in Canada and have a limited number of non-monetized listings in several other countries including Austria, Germany, the Netherlands, Spain and Switzerland. The Company operates in the United States, Canada and other foreign jurisdictions where medical and/or adult cannabis use is legal under state or national law. As of December 31, 2022, the Company actively operated in over 30 U.S. states and territories that have adult-use and/or medical-use regulations in place. The Company defines actively operated markets as those U.S. states or territories with greater than $1,000 monthly revenue. The Company’s mission is to power a transparent and inclusive global cannabis economy. The Company’s technology addresses the challenges facing both consumers seeking to understand cannabis products and businesses who serve cannabis users in a legally compliant fashion. Over the past 14 years, Weedmaps has become a premier destination for cannabis consumers to discover and browse information regarding cannabis and cannabis products, permitting product discovery and order-ahead for pickup or delivery by participating retailers. Weedmaps for Business is a set of eCommerce-enablement tools designed to help retailers and brands get the best out of the Weedmaps’ consumer experience, create labor efficiencies and manage compliance needs. The Company holds a strong belief in the importance of enabling safe, legal access to cannabis for consumers worldwide. The Company believes it offers the only comprehensive software platform that allows cannabis retailers to reach their target audience, quickly and cost effectively, addressing a wide range of needs. The Company is committed to building the software solutions that power cannabis businesses compliantly in the industry, to advocating for legalization, licensing and social equity of cannabis and to facilitating further learning through partnership with subject matter experts to provide detailed, accurate information about cannabis. WM Technology, Inc. was initially incorporated in the Cayman Islands on June 7, 2019 under the name “Silver Spike Acquisition Corp” (“Silver Spike”). Silver Spike was 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. On June 16, 2021 (the “Closing Date”), Silver Spike consummated the business combination (the “Business Combination”), pursuant to that certain Agreement and Plan of Merger, dated December 10, 2020 (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 Acquisition Corp. (“Merger Sub”), WM Holding Company, LLC, a Delaware limited liability company (when referred to in its pre-Business Combination capacity, “Legacy WMH” and following the Business Combination, “WMH LLC”), and Ghost Media Group, LLC, a Nevada limited liability company, solely in its capacity as the initial holder representative (the “Holder Representative”). On the Closing Date, and in connection with the closing of the Business Combination (the “Closing”), Silver Spike was domesticated and continues as a Delaware corporation, changing its name to WM Technology, Inc. The Company was reorganized into an Up-C structure, in which substantially all of the assets and business of the Company are held by WMH LLC and continue to operate through WMH LLC and its subsidiaries, and WM Technology, Inc.’s material assets are the equity interests of WMH LLC indirectly held by it. Legacy WMH was determined to be the accounting acquirer in the Business Combination, which was accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Stock-based Compensation

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Stock-based Compensation

WM Holding Company, LLC Equity Incentive Plan

The Company has accounted for the issuance of Class A-3 and Class B Units issued under WM Holding Company, LLC’s Equity Incentive Plan in accordance with ASC 718 - Stock Based Compensation. The Company considers the limitation

on the exercisability of the Class A-3 and Class B Units to be a performance condition and records compensation cost when it becomes probable that the performance condition will be met.

In connection with the Business Combination, each of the Class A-3 Units outstanding prior to the Business Combination were cancelled, and the holder thereof received a number of Class A units representing limited liability company interests of WMH LLC (the “Class A Units”) and an equivalent number of shares of Class V Common Stock, par value $0.0001 per share (together with the Class A Units, the “Paired Interests”), and each of the Class B Units outstanding prior to the Business Combination were cancelled and holders thereof received a number of Class P units representing limited liability company interests of WMH LLC (the “Class P Units” and together with the Class A Units, the “Units”), each in accordance with the Merger Agreement.

Concurrently with the closing of the Business Combination, the Unit holders entered into an exchange agreement (the “Exchange Agreement”). The terms of the Exchange Agreement, among other things, provide the Unit holders (or certain permitted transferees thereof) with the right from time to time at and after 180 days following the Business Combination to exchange their vested Paired Interests for shares of Class A Common Stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications, or Class P Units for shares of Class A Common Stock with a value equal to the value of such Class P Units less their participation threshold, or in each case, at the Company’s election, the cash equivalent of such shares of Class A Common Stock.

A summary of the Class P Unit activity for the periods presented is as follows:


						Number of Units












Outstanding Class P Units, December 31, 2021						25,660,529
Cancellations						(343,199)
Exchanged for Class A Common Stock						(10,191,901)
Outstanding Class P Units, December 31, 2022						15,125,429
Vested, December 31, 2022						14,746,464

As of December 31, 2022, unrecognized stock-based compensation expense for non-vested Class P Units were $0.9 million, which is expected to be recognized over a weighted-average period of 1.4 years. For the year ended December 31, 2022 and 2021, the Company recorded stock-based compensation expense for the Class P Units of $2.3 million and $20.9 million respectively. Due to the Business Combination completed in the second quarter of 2021, certain limitations on exercisability related to the Company’s Class P equity awards issued to employees and consultants were removed and as a result the Company recognized the life-to-date expense on units vested through the Business Combination date on those equity awards. The stock-based compensation expense recognized during the year ended December 31, 2021 includes a one-time incremental expense of $4.1 million related to an award modification as a result of an advisory agreement entered into with a former executive.

WM Technology, Inc. Equity Incentive Plan

In connection with the Business Combination, the Company adopted the WM Technology, Inc. 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan permits the granting of incentive stock options to employees and for the grant of nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of stock awards to employees, directors and consultants. As of December 31, 2022, 25,768,971 shares of Class A Common Stock are authorized for issuance pursuant to awards under the 2021 Plan. The number of shares of Class A Common stock reserved for issuance under the 2021 Plan will automatically increase on January 1 of each year for a period of ten years commencing on January 1, 2022 and ending on (and including) January 1, 2031, in an amount equal to five percent (5%) of the total number of shares of the Company’s capital stock outstanding on December 31 of the preceding year; provided, however that the Board may act prior to January 1st of a given year to provide that the increase for such year will be a lesser number of shares of Common Stock. As of December 31, 2022, 15,187,179 shares of Class A Common Stock are available for future issuance.

A summary of the restricted stock unit (“RSU”) activity for the year ended December 31, 2022 is as follows:


	Number of RSUs	Weighted-average Grant Date Fair Value




Non-vested at December 31, 2021	5,829,881	$	10.91
Granted	7,490,162	5.02
Vested	(2,883,723)	8.57
Forfeited	(4,166,452)	7.72
Non-vested at December 31, 2022	6,269,868	$	7.07

As of December 31, 2022, unrecognized stock-based compensation expense for non-vested RSUs was $41.8 million, which is expected to be recognized over a weighted-average period of 2.6 years. For the years ended December 31, 2022 and 2021, the Company recorded stock-based compensation expense for the RSUs of $21.2 million and $8.0 million, respectively. Stock-based compensation recognized during the year ended December 31, 2022 included a $0.6 million expense related to an award modification as a result of the departure of the Company’s former chief executive officer.

The Company grants performance-based restricted stock units (“PRSUs”) with performance and service-based vesting conditions. The level of achievement of such goals may cause the actual number of units that ultimately vest to range from 0% to 200% of the original units granted. The Company recognizes expense ratably over the vesting period for the PRSUs when it is probable that the performance criteria specified will be achieved. The fair value is equal to the market price of the Company’s common stock on the date of grant.

A summary of the PRSU activity for the year ended December 31, 2022 is as follows:


	Number of PRSUs	Weighted-average Grant Date Fair Value




Non-vested at December 31, 2021	2,437,500	6.40


Forfeited	(1,578,125)	6.40
Non-vested at December 31, 2022	859,375	6.40

Based on the probability of attainment as of December 31, 2022, the unrecognized stock-based compensation expense for non-vested PRSUs was $0.4 million, which is expected to be recognized over a period of 1.0 year. The Company recorded stock-based compensation credit of less than $0.1 million for the year ended December 31, 2022 and an expense of $0.4 million for the year ended December 31, 2021 related to the PRSUs. Stock-based compensation expense related to these PRSUs decreased in 2022 due to the reassessment of vesting probability and the forfeitures resulting from the executive departures.

The Company recorded stock-based compensation cost related to the Class P Units, RSUs and PRSUs in the following expense categories on the consolidated statements of operations (in thousands):


	Years Ended December 31,
	2022		2021
Sales and marketing	$	6,358	$	6,021
Product development	5,260		5,103
General and administrative	11,875		18,200
Total stock-based compensation expense	23,493		29,324
Amount capitalized to software development	1,667		1,099
Total stock-based compensation cost	$	25,160	$	30,423

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Current assets
Cash	$ 28,583	$ 67,777
Accounts receivable, net	17,438	17,550
Prepaid expenses and other current assets	8,962	13,607
Total current assets	54,983	98,934
Property and equipment, net	24,928	13,283
Goodwill	68,368	45,295	$ 3,961
Intangible assets, net	10,339	8,299
Right-of-use assets	31,447	36,549
Deferred tax assets, net	0	152,097
Other assets	8,970	10,687
Total assets	199,035	365,144
Current liabilities
Accounts payable and accrued expenses	33,635	23,155
Deferred revenue	6,256	8,057	5,300
Operating lease liabilities, current	6,334	5,463
Other current liabilities	98	1,125
Total current liabilities	46,323	37,800
Operating lease liabilities, non-current	33,043	39,377
Tax receivable agreement liability	500	128,567
Warrant liability	2,090	27,460	$ 0
Other long-term liabilities	2,302	0
Total liabilities	84,258	233,204
Commitments and contingencies (Note 4)
Stockholders’ equity
Preferred Stock - $0.0001 par value; 75,000,000 shares authorized; no shares issued and outstanding at December 31, 2022 and December 31, 2021	0	0
Additional paid-in capital	67,986	2,173
(Accumulated deficit) retained earnings	(54,620)	61,369
Total WM Technology, Inc. stockholders’ equity	13,380	63,556
Noncontrolling interests	101,397	68,384
Total stockholders’ equity	114,777	131,940
Total liabilities and stockholders’ equity	199,035	365,144
Class A Common Stock
Stockholders’ equity
Common Stock	9	7
Class V Common Stock
Stockholders’ equity
Common Stock	$ 5	$ 7

Business Combination - Elements of Business Combination (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Reverse Recapitalization [Abstract]
Cash - Silver Spike trust and cash, net of redemptions		$ 254,203
Cash - PIPE Financing		325,000
Less: cash consideration paid to Legacy WMH equity holders		(455,182)
Less: transaction costs and advisory fees		(44,052)
Net proceeds from the Business Combination	$ 0	79,969	$ 0
Less: initial fair value of warrant liability recognized in the Business Combination	0	(193,978)	0
Add: transaction costs allocated to Warrants		5,547
Add: non-cash assets assumed from Silver Spike	0	1,053	0
Add: deferred tax asset	0	151,255	0
Less: tax receivable agreement liability	$ 0	(128,567)	$ 0
Net adjustment to total equity from the Business Combination		$ (84,721)

Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The computation of (loss) income per share attributable to WM Technology, Inc. and weighted-average shares of the Company’s Class A Common Stock outstanding are as follows for the years ended December 31, 2022 and 2021 (amounts in thousands, except for share and per share amounts):


	Years Ended December 31,
	2022		2021
Numerator:
Net (loss) income	$	(82,651)	$	152,218
Less: net income attributable to WMH prior to the Business Combination	—		15,078
Less: net income attributable to noncontrolling interests after the Business Combination	33,338		76,757
Net (loss) income attributable to WM Technology, Inc. - basic	(115,989)		60,383
Effect of dilutive securities:
Change in fair value of Public and Private Placement Warrants, net of amounts attributable to noncontrolling interests	—		72,483
Net loss attributable to WM Technology, Inc. - diluted	$	(115,989)	$	(12,100)
Denominator:
Weighted average common shares outstanding - basic	85,027,120		65,013,517
Weighted average effect of dilutive securities:
Public warrants¹	—		1,153,782
Private warrants¹	—		646,118


Weighted average common shares outstanding - diluted	85,027,120		66,813,417

Net (loss) income per share of Class A Common Stock:
Net (loss) income per Class A common share - basic	$	(1.36)	$	0.93
Net loss per Class A common share - diluted	$	(1.36)	$	(0.18)

___________________________________

¹Calculated using the treasury stock method.

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The Company excluded the following securities from its computation of diluted shares outstanding, as their effect would have been anti-dilutive:


	Years Ended December 31,
	2022	2021
Class A Units	55,486,361	65,502,347
Class P Units	15,125,429	25,660,529
RSUs outstanding	6,269,868	6,398,707
PSUs outstanding	859,375	2,437,500
Public Warrants	12,499,973	—
Private Placement Warrants	7,000,000	—
Acquisition holdback shares	677,847	—

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Schedule of Restructuring and Related Costs

The following table provides a roll forward of employee termination costs:


	Year Ended December 31, 2022
Unpaid employee termination costs, January 1, 2022	$	—
Employee termination costs - severance and other cash costs	8,076
Total paid	(4,430)
Unpaid employee termination costs, December 31, 2022	$	3,646

Income Taxes - Summary of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Current
Federal	$ 0	$ 0	$ 0
State	0	0	0
Foreign	(341)	241	0
Current income tax expense (benefit)	(341)	241	0
Deferred
Federal	131,766	(508)	0
State	47,652	(334)	0
Foreign	0	0	0
Deferred income tax expense (benefit)	179,418	(842)	0
Provision for (benefit from) income taxes	$ 179,077	$ (601)	$ 0

Stock-based Compensation - Class P Units Activity (Details) - Class P Units	12 Months Ended
	Dec. 31, 2022 shares
Number of Units
Outstanding beginning balance (in shares)	25,660,529
Repurchases/Exchanged (in shares)	(10,191,901)
Cancellations (in shares)	(343,199)
Outstanding ending balance (in shares)	15,125,429
Vested (in shares)	14,746,464

Stock-based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Jun. 16, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Period of exchange agreement	180 days
Shares converted basis (in shares)	1
Share-based compensation expense (credit)		$ 23,493	$ 29,324
Incremental expense			4,100
Stock-based compensation		23,493	29,324	$ 0
Class P Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Nonvested award, cost not yet recognized		$ 900
Nonvested award, period for recognition		1 year 4 months 24 days
Share-based compensation expense (credit)		$ 2,300	20,900
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Nonvested award, cost not yet recognized		$ 41,800
Nonvested award, period for recognition		2 years 7 months 6 days
Share-based compensation expense (credit)		$ 21,200	8,000
Restricted Stock Units \| Former Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense (credit)		600
Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Nonvested award, cost not yet recognized		$ 400
Nonvested award, period for recognition		1 year
Stock-based compensation		$ 100
Stock-based compensation expense			$ 400
Performance Shares \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Target award		0.00%
Performance Shares \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Target award		200.00%
Class V Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Class A Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, par value (in dollars per share)		$ 0.0001	$ 0.0001
Class A Common Stock \| 2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)		25,768,971
Period of automatic increase of shares		10 years
Percent of increase in shares from capital stock outstanding		5.00%
Number of shares available for future issuance (in shares)		15,187,179

CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands	Total	Class A Units	Class P Units	Class A	Class V	Total WM Technology, Inc. Stockholders' Equity	Total WM Technology, Inc. Stockholders' Equity Class A Units	Total WM Technology, Inc. Stockholders' Equity Class P Units	Common Stock Class A	Common Stock Class A Class A Units	Common Stock Class A Class P Units	Common Stock Class V	Common Stock Class V Class A Units	Additional Paid-in Capital	Additional Paid-in Capital Class A Units	Additional Paid-in Capital Class P Units	(Accumulated Deficit) Retained Earnings	Non-controlling Interests	Non-controlling Interests Class A Units	Non-controlling Interests Class P Units	Members’ Equity
Balance (in shares) at Dec. 31, 2019									0			0
Balance at Dec. 31, 2019						$ 0			$ 0			$ 0		$ 0			$ 0	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock for acquisitions (Note 7)	$ 0
Net income (loss)	38,830																				$ 38,830
Balance (in shares) at Dec. 31, 2020									0			0
Balance at Dec. 31, 2020						0			$ 0			$ 0		0			0	0
Member's equity, beginning balance at Dec. 31, 2019	12,800																				12,800
Members' Equity [Abstract]
Distributions	(21,953)																				(21,953)
Repurchase of Class B Units	(406)																				(406)
Member's equity, ending balance at Dec. 31, 2020	29,271																				29,271
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	30,423					9,570								9,570				20,853
Proceeds and shares issued in the Business Combination (Note 6) (in shares)									63,738,563			65,502,347
Proceeds and shares issued in the Business Combination (Note 6)	(84,721)					(19,119)			$ 6			$ 7		(20,118)			986	(44,928)			(20,674)
Issuance of common stock for acquisitions (Note 7) (in shares)									1,938,798
Issuance of common stock for acquisitions (Note 7)	29,312					12,722			$ 1					12,721				16,590
Net income (loss)	$ 152,218					60,383											60,383	76,757			15,078
Balance (in shares) at Dec. 31, 2021	129,240,910			65,677,361	65,502,347				65,677,361			65,502,347
Balance at Dec. 31, 2021	$ 131,940					63,556			$ 7			$ 7		2,173			61,369	68,384
Members' Equity [Abstract]
Distributions	(18,998)																	(888)			(18,110)
Repurchase of Class B Units	(5,565)																				$ (5,565)
Member's equity, ending balance at Dec. 31, 2021	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Proceeds and shares issued in the Business Combination (Note 6) (in shares)				63,738,563
Balance (in shares) at Dec. 31, 2021	129,240,910			65,677,361	65,502,347				65,677,361			65,502,347
Balance at Dec. 31, 2021	$ 131,940					63,556			$ 7			$ 7		2,173			61,369	68,384
Member's equity, ending balance at Dec. 31, 2021	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	25,160					22,862								22,862				2,298
Issuance of common stock - vesting of restricted stock units, net of shares withheld for employees taxes (in shares)									3,447,946
Issuance of common stock - vesting of restricted stock units, net of shares withheld for employee taxes	(13)					(6)								(6)				(7)
Issuance of common stock for acquisitions (Note 7) (in shares)									4,721,706
Issuance of common stock for acquisitions (Note 7)	28,725					12,836								12,836				15,889
Issuance of common stock - warrants exercised (in shares)									20
Issuance of common stock Unit exchange (in shares)										10,015,986	8,199,449		(10,015,986)
Issuance of common stock Unit exchange		$ 0	$ 0				$ 8,993	$ 7,064		$ 2			$ (2)		$ 8,993	$ 7,064			$ (8,993)	$ (7,064)
Impact of tax receivable agreement due to exchanges of Class A Units		$ 14,064					$ 14,064								$ 14,064				$ 0
Net income (loss)	(82,651)					(115,989)											(115,989)	33,338
Balance (in shares) at Dec. 31, 2022				92,062,468	55,486,361				92,062,468			55,486,361
Balance at Dec. 31, 2022	114,777					$ 13,380			$ 9			$ 5		$ 67,986			$ (54,620)	101,397
Members' Equity [Abstract]
Distributions																		$ (2,448)
Member's equity, ending balance at Dec. 31, 2022	$ 0

Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid insurance	$ 2,869	$ 6,419
Prepaid marketing	2,321	3,272
Prepaid software	2,762	2,088
Other prepaid expenses and other current assets	1,010	1,828
Prepaid expenses and other current assets	8,962	$ 13,607
Impairment charges	$ 800

Leases - Future Minimum Payments (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Leases [Abstract]
2023	$ 9,898
2024	9,405
2025	5,830
2026	5,408
2027	5,570
Thereafter	18,753
Total	54,864
Less present value discount	(15,487)
Operating lease liabilities	$ 39,377

Equity	12 Months Ended
Equity	Dec. 31, 2022
Equity [Abstract]
Equity	Equity Class A Common Stock Voting Rights Each holder of the shares of Class A Common Stock is entitled to one vote for each share of Class A Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote. The holders of the shares of Class A Common Stock do not have cumulative voting rights in the election of directors. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all stockholders present in person or represented by proxy, voting together as a single class. Notwithstanding the foregoing, the holders of the outstanding shares of Class A Common Stock are entitled to vote separately upon any amendment to the Company’s certificate of incorporation (including by merger, consolidation, reorganization or similar event) that would alter or change the powers, preferences or special rights of such class of common stock in a manner that is disproportionately adverse as compared to the Class V Common Stock. Dividend Rights Subject to preferences that may be applicable to any outstanding preferred stock, the holders of shares of Class A Common Stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by the Company’s board of directors out of funds legally available therefor. Rights upon Liquidation, Dissolution and Winding-Up In the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, the holders of the shares of Class A Common Stock are entitled to share ratably in all assets remaining after payment of the Company’s debts and other liabilities, subject to prior distribution rights of preferred stock or any class or series of stock having a preference over the shares of Class A Common Stock, then outstanding, if any. Preemptive or Other Rights The holders of shares of Class A Common Stock have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the shares of Class A Common Stock. The rights, preferences and privileges of holders of shares of Class A Common Stock will be subject to those of the holders of any shares of the preferred stock that the Company may issue in the future. Class V Common Stock Voting Rights Each holder of the shares of Class V Common Stock is entitled to one vote for each share of Class V Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote. The holders of shares of Class V Common Stock do not have cumulative voting rights in the election of directors. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all stockholders present in person or represented by proxy, voting together as a single class. Notwithstanding the foregoing, the holders of the outstanding shares of Class V Common Stock are entitled to vote separately upon any amendment to the Company’s certificate of incorporation (including by merger, consolidation, reorganization or similar event) that would alter or change the powers, preferences or special rights of such class of common stock in a manner that is disproportionately adverse as compared to the Class A Common Stock. Dividend Rights The holders of the Class V Common Stock will not participate in any dividends declared by the Company’s board of directors. Rights upon Liquidation, Dissolution and Winding-Up In the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, the holders of Class V Common Stock are not entitled to receive any of the Company’s assets. Preemptive or Other Rights The holders of shares of Class V Common Stock do not have preemptive, subscription, redemption or conversion rights. There will be no redemption or sinking fund provisions applicable to the Class V Common Stock. Issuance and Retirement of Class V Common Stock In the event that any outstanding share of Class V Common Stock ceases to be held directly or indirectly by a holder of Class A Units, such share will automatically be transferred to us for no consideration and thereupon will be retired. The Company will not issue additional shares of Class V Common Stock other than in connection with the valid issuance or transfer of Units in accordance with the governing documents of WMH LLC. Preferred Stock Pursuant to the amended and restated certificate of incorporation in effect as of June 15, 2021, the Company was authorized to issue 75,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2022, there were no shares of preferred stock issued or outstanding. Noncontrolling Interests The noncontrolling interest represents the Units held by holders other than the Company. As of December 31, 2022, the noncontrolling interests owned 38.6% of the Units outstanding. The noncontrolling interests’ ownership percentage can fluctuate over time, including as the WMH LLC equity holders elect to exchange Units for Class A Common Stock. The Company has consolidated the financial position and results of operations of WMH LLC and reflected the proportionate interest held by the WMH LLC Unit equity holders as noncontrolling interests. Net income for the period prior to the Business Combination from January 1, 2021 to June 15, 2021 is allocated to net income attributable to noncontrolling interests on the consolidated statements of operations for the year ended December 31, 2021.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
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+ Details

Business and Organization (Details)	12 Months Ended
Business and Organization (Details)	Dec. 31, 2022 USD ($) state
Business and Organization [Line Items]
Revenue requirement for actively operated markets \| $	$ 1,000,000
Minimum
Business and Organization [Line Items]
Number of states in which entity operates \| state	30

Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Changes in goodwill
Beginning balance	$ 45,295	$ 3,961
Ending balance	$ 68,368	$ 45,295	$ 3,961
Total intangible assets
Weighted Average Amortization Period (Years)	10 years 9 months 18 days	10 years 4 months 24 days
Gross Intangible Assets	$ 20,572	$ 15,803
Accumulated Amortization	(10,233)	(7,504)
Net Intangible Assets	10,339	8,299
Amortization expense for intangible assets	2,700	1,300	$ 900
Estimated future amortization expense of intangible assets
2023	2,170
2024	1,927
2025	1,593
2026	1,346
2027	754
Thereafter	2,549
Net Intangible Assets	$ 10,339	$ 8,299
Trade and domain names
Total intangible assets
Weighted Average Amortization Period (Years)	14 years 4 months 24 days	14 years 3 months 18 days
Gross Intangible Assets	$ 7,635	$ 7,532
Accumulated Amortization	(4,699)	(4,081)
Net Intangible Assets	2,936	3,451
Estimated future amortization expense of intangible assets
Net Intangible Assets	$ 2,936	$ 3,451
Software technology
Total intangible assets
Weighted Average Amortization Period (Years)	6 years 10 months 24 days	7 years 8 months 12 days
Gross Intangible Assets	$ 7,516	$ 6,691
Accumulated Amortization	(4,413)	(3,222)
Net Intangible Assets	3,103	3,469
Estimated future amortization expense of intangible assets
Net Intangible Assets	$ 3,103	$ 3,469
Customer relationships
Total intangible assets
Weighted Average Amortization Period (Years)	11 years 6 months	3 years 4 months 24 days
Gross Intangible Assets	$ 5,211	$ 1,580
Accumulated Amortization	(921)	(201)
Net Intangible Assets	4,290	1,379
Estimated future amortization expense of intangible assets
Net Intangible Assets	$ 4,290	1,379
Order Backlog
Total intangible assets
Weighted Average Amortization Period (Years)	1 year
Gross Intangible Assets	$ 210
Accumulated Amortization	(200)
Net Intangible Assets	10
Estimated future amortization expense of intangible assets
Net Intangible Assets	10
Sprout
Changes in goodwill
Goodwill, Acquired During Period		26,686
TLH
Changes in goodwill
Goodwill, Acquired During Period		$ 14,648
Eyechronic LLC
Changes in goodwill
Goodwill, Acquired During Period	$ 23,073

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities
Net (loss) income	$ (82,651)	$ 152,218	$ 38,830
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization	11,498	4,425	3,978
Change in fair value of warrant liability	(25,370)	(166,518)	0
Change in tax receivable agreement liability	(142,352)	0	0
Impairment loss	4,317	2,372	0
Stock-based compensation	23,493	29,324	0
Deferred tax asset	179,077	(842)	0
Provision for doubtful accounts	17,216	5,487	1,271
Changes in operating assets and liabilities:
Accounts receivable	(16,270)	(13,609)	(6,770)
Prepaid expenses and other current assets	7,461	8,235	(3,036)
Other assets	(229)	(313)	679
Accounts payable and accrued expenses	14,084	6,618	(344)
Deferred rent	0	0	3,693
Deferred revenue	(1,895)	2,793	935
Net cash (used in) provided by operating activities	(11,621)	30,190	39,236
Cash flows from investing activities
Purchases of property and equipment	(16,055)	(7,935)	(1,311)
Cash paid for acquisitions, net of cash acquired	(713)	(16,000)	0
Cash paid for acquisition holdback release	(1,000)	0	0
Cash paid for other investments	0	(6,500)	0
Net cash used in investing activities	(17,768)	(30,435)	(1,311)
Cash flows from financing activities
Distributions	(2,448)	(18,998)	(21,952)
Repayment of insurance premium financing	(7,344)	(7,098)	(616)
Taxes paid related to net share settlement of equity awards	(13)	0
Proceeds from business combination	0	79,969	0
Payment of note payable	0	(205)	0
Repurchase of Class B Units	0	(5,565)	(406)
Net cash (used in) provided by financing activities	(9,805)	48,103	(22,974)
Net (decrease) increase in cash	(39,194)	47,858	14,951
Cash – beginning of year	67,777	19,919	4,968
Cash – end of year	28,583	67,777	19,919
Supplemental disclosure of cash flow information
Cash paid during the year for: Cash (refunded from) paid for income taxes	(94)	242	1,336
Supplemental disclosures of noncash investing and financing activities
Issuance of equity for acquisitions	28,725	29,312	0
Insurance premium financing	4,598	11,205	680
Accrued liabilities assumed in connection with acquisition	2,236	100	0
Stock-based compensation capitalized for software development	1,667	1,099	0
Capitalized assets included in accounts payable and accrued expenses	654	781	0
Holdback liability recognized in connection with acquisition	98	1,000	0
Warranty liability assumed from the Business Combination	0	193,978	0
Tax receivable agreement liability recognized in connection with the Business Combination	0	128,567	0
Deferred tax assets recognized in connection with the Business Combination	0	151,255	0
Other assets assumed from the Business Combination	$ 0	$ 1,053	$ 0

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	75,000,000	75,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, shares outstanding (in shares)		129,240,910
Class A Common Stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	1,500,000,000	1,500,000,000
Common stock, shares issued (in shares)	92,062,468	65,677,361
Common stock, shares outstanding (in shares)	92,062,468	65,677,361
Class V Common Stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	500,000,000	500,000,000
Common stock, shares issued (in shares)	55,486,361	65,502,347
Common stock, shares outstanding (in shares)	55,486,361	65,502,347

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

The summary of significant accounting policies presented below is designed to assist in understanding the Company’s consolidated financial statements. Such consolidated financial statements and accompanying notes are the representations of the Company’s management, who is responsible for their integrity and objectivity. Management believes that these accounting policies conform to GAAP in all material respects, and have been consistently applied in preparing the accompanying consolidated financial statements.

Basis of Presentation

Pursuant to the Merger Agreement, the Business Combination was accounted for as a reverse recapitalization in accordance with GAAP (the “Reverse Recapitalization”). Under this method of accounting, Silver Spike was treated as the acquired company and Legacy WMH was treated as the acquirer for financial statement reporting purposes.

Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Legacy WMH issuing stock for the net assets of Silver Spike, accompanied by a recapitalization.

Legacy WMH was determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

•Legacy WMH Class A Unit holders, through their ownership of the Class V Common Stock, had the greatest voting interest in the Company with over 50% of the voting interest;

•Legacy WMH selected the majority of the new board of directors of the Company;

•Legacy WMH senior management was the senior management of the Company; and

•Legacy WMH was the larger entity based on historical operating activity and had the larger employee base.

Thus, the financial statements included in this annual report reflect (i) the historical operating results of Legacy WMH prior to the Business Combination; (ii) the combined results of the WMH LLC and Silver Spike following the Business Combination; and (iii) the acquired assets and liabilities of Silver Spike stated at historical cost, with no goodwill or other intangible assets recorded.

Principles of Consolidation

The consolidated financial statements include the accounts of WM Technology, Inc. and WM Holding Company, LLC, including their wholly and majority owned subsidiaries. In conformity with GAAP, all significant intercompany accounts and transactions have been eliminated.

Foreign Currency

Assets and liabilities denominated in a foreign currency are translated into U.S. dollars using the exchange rates in effect at the balance sheet date. Revenue and expense accounts are translated at the average exchange rates during the periods. The impact of exchange rate fluctuations from translation of assets and liabilities is insignificant for the years ended December 31, 2022, 2021 and 2020.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Significant estimates made by management include, among others, the allowance for expected credit losses, the useful lives of long-lived assets, income taxes, website and internal-use software development costs, leases, valuation of goodwill and other intangible assets, valuation of warrant liability, deferred tax assets and the related valuation allowance, tax receivable agreement liability, revenue recognition, stock-based compensation and the recognition and disclosure of contingent liabilities.

Risks and Uncertainties

The Company operates in a relatively new industry where laws and regulations vary significantly by jurisdiction. Currently, the majority of U.S. states permit medical cannabis, and several permit adult use. Additionally, while a number of U.S. legislators have introduced various bills to legalize cannabis at the federal level, none of these bills has become law. Currently, under federal law, cannabis, other than hemp (defined by the U.S. government as Cannabis sativa L. with a THC concentration of not more than 0.3% on a dry weight basis), is still a Schedule I controlled substance under the Controlled Substances Act (“CSA”). Even in states or territories that have legalized cannabis to some extent, the cultivation, possession and sale of cannabis all violate the CSA and are punishable by imprisonment, substantial fines and forfeiture. Moreover, individuals and entities may violate federal law if they aid and abet another in violating the CSA, or conspire with another to violate the law, and violating the CSA is a predicate for certain other crimes, including money laundering laws and the Racketeer Influenced and Corrupt Organizations Act. If any of the states that permit use of cannabis were to change their laws or the federal government was to actively enforce the CSA or other laws related to the federal prohibition on cannabis, the Company’s business could be adversely affected.

In addition, the Company’s ability to grow and meet its operating objectives depends largely on the continued legalization and regulation of cannabis on a widespread basis. There can be no assurance that such legalization will occur on a timely basis, or at all.

The geographic concentration of the Company’s clients makes the Company vulnerable to a downturn in the local market area. Historically, the Company’s business operations have been located primarily in the State of California, and for the year ended December 31, 2022, approximately 56% of the Company’s revenue originated in California.

Fair Value Measurements

The Company follows the guidance in Accounting Standards Codification (“ASC”) 820 - Fair Value Measurements for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

•Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

•Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

•Level 3: Unobservable inputs based on the Company assessment of the assumptions that market participants would use in pricing the asset or liability.

Accounts Receivable

Accounts receivable is recorded at the invoiced amount and does not bear interest.

Effective January 1, 2021, the Company adopted the new accounting guidance on measuring credit losses on its trade accounts receivable using the modified retrospective approach. The new credit loss guidance replaces the old model for measuring the allowance for credit losses with a model that is based on the expected losses rather than incurred losses. Under the new accounting guidance, the Company measures credit losses on its trade accounts receivable using the current expected credit loss model under ASC 326 Financial Instruments – Credit Losses.

The Company calculates the expected credit losses on a pool basis for those trade receivables that have similar risk characteristics. For those trade receivables that do not share similar risk characteristics, the allowance for doubtful accounts is calculated on an individual basis. Risk characteristics relevant to the Company’s accounts receivable include balance of customer account and aging status.

Account balances are written off against the allowance when it is determined that it is probable that the receivable will not be recovered. The Company had $12.2 million and $5.2 million of allowance for doubtful accounts as of December 31, 2022 and 2021, respectively. The increase in allowance for doubtful accounts included a higher reserve for at-risk customers that indicated financial difficulties due to the impact from macroeconomic factors.

As of December 31, 2022, a receivable due from one customer accounted for approximately 11% of the total gross accounts receivable outstanding.

The following table summarizes the changes in the allowance for doubtful accounts:


	Years Ended December 31,
	2022		2021		2020
Allowance, beginning of year	$	5,169	$	857	$	914
Addition to allowance	17,216		5,487		1,271
Write-off, net of recoveries	(10,153)		(1,175)		(1,328)
Allowance, end of year	$	12,232	$	5,169	$	857

Investment in Equity Securities

Investments in equity securities that do not have a readily determinable fair value and qualify for the measurement alternative for equity investments provided in ASC 321, Investments – Equity Securities are accounted for at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. As of December 31, 2022 and 2021, the carrying value of the Company’s investments in equity

securities without a readily determinable fair value were $3.5 million and $6.5 million, respectively, which is recorded within other assets on the Company’s consolidated balance sheets.

The Company performs a qualitative assessment at each reporting date to evaluate whether the investments in equity securities are impaired. When a qualitative assessment indicates that an investment is impaired, the investment is written down to its fair value. For the year ended December 31, 2022, the Company recorded $3.0 million in impairment charge related to investment in equity securities. The impairment charge is included in general and administrative expenses in the accompanying consolidated statements of operations.

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation, and consist of internally developed software, computer equipment, furniture and fixtures and leasehold improvements. Depreciation is computed using the straight-line method over the estimated useful lives of the assets and generally over five years for computer equipment, seven years for furniture and fixtures and five years for leasehold improvements. Maintenance and repairs are expensed as incurred. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the Company’s results of operations.

Capitalized website and internal-use software development costs are included in property and equipment in the accompanying balance sheets. The Company capitalizes certain costs related to the development and enhancement of the Weedmaps platform and SaaS solutions. The Company began to capitalize these costs when preliminary development efforts were successfully completed, management has authorized and committed project funding, and it was probable that the project would be completed and the software would be used as intended. Capitalization ceases upon completion of all substantial testing. Maintenance and training costs are expensed as incurred. Such costs are amortized when placed in service, on a straight-line basis over the estimated useful life of the related asset, generally estimated to be three years. Costs incurred for enhancements that were expected to result in additional features or functionality are capitalized and expensed over the estimated useful life of the enhancements, generally three years. Product development costs that do not meet the criteria for capitalization are expensed as incurred.

The Company assess impairment of property and equipment when an event and change in circumstance indicates that the carrying value of such assets may not be recoverable. If an event and a change in circumstance indicates that the carrying amount of an asset (or asset group) may not be recoverable and the expected undiscounted cash flows attributable to the asset are less than its carrying value, an impairment loss equals to the excess of the asset’s carrying value over its fair value is recognized.

Goodwill and Intangible Assets

Goodwill consists of the excess of the purchase price over the fair value of identifiable net assets of businesses acquired. Goodwill is reviewed for impairment each year using a qualitative or quantitative process that is performed at least annually or whenever events or circumstances indicate a likely reduction in the fair value of a reporting unit below its carrying amount. The Company has concluded that it has one reporting unit.

The Company performs the annual impairment analysis on December 31 in order to provide management time to complete the analysis prior to year-end. Prior to performing the quantitative evaluation, an assessment of qualitative factors may be performed to determine whether it is more likely than not that the fair value of a reporting unit exceeds the carrying value. If it is determined that it is unlikely that the carrying value exceeds the fair value, the Company is not required to complete the quantitative goodwill impairment evaluation. If it is determined that the carrying value may exceed fair value when considering qualitative factors, a quantitative goodwill impairment evaluation is performed. When performing the quantitative evaluation, if the carrying value of the reporting unit exceeds its fair value, an impairment loss equal to the difference will be recorded. No goodwill impairment charges have been recorded for the years ended December 31, 2022, 2021 and 2020.

Intangible assets are recorded at cost less accumulated amortization. Intangible assets are reviewed for impairment whenever events or changes in circumstances may affect the recoverability of the net assets. Such reviews may include an analysis of current results and take into consideration the undiscounted value of projected operating cash flows. No intangible asset impairment charges have been recorded for the years ended December 31, 2022, 2021 and 2020.

Leases

The Company classifies arrangements meeting the definition of a lease as operating or financing leases, and leases are recorded on the consolidated balance sheet as both a right-of-use asset (“ROU”) and lease liability, calculated by discounting

fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the right-of-use asset results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred.

In calculating the right-of-use asset and lease liability, the Company elects to combine lease and non-lease components for all classes of assets. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election, and instead recognizes rent expense on a straight-line basis over the lease term.

The Company assesses impairment of ROU assets when an event and change in circumstance indicates that the carrying value of such ROU assets may not be recoverable. If an event and a change in circumstance indicates that the carrying value of an ROU asset may not be recoverable and the estimated fair value attributable to the ROU asset is less than its carrying value, an impairment loss equals to the excess of the ROU asset’s carrying value over its fair value is recognized.

During the year ended December 31, 2022, due to subleasing a portion of the Company’s office facilities in Irvine, California, the Company tested the asset for impairment and recorded an impairment charge of $0.6 million. The fair values of ROU asset were estimated using an income approach based on management’s forecast of future cash flows expected to be derived based on the sublease market rent. The impairment charges are included in general and administrative expenses in the consolidated statements of operations. See Note 3 to these consolidated financial statements.

Warrant Liability

The Company assumed 12,499,993 Public Warrants originally issued in the initial public offering of Silver Spike (the “Public Warrants”) and 7,000,000 Private Placement Warrants that were originally issued in a private placement by Silver Spike (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”) upon the Closing, all of which were issued in connection with Silver Spike’s initial public offering and entitle the holder to purchase one share of Class A Common Stock at an exercise price of at $11.50 per share. As of December 31, 2022, 12,499,973 Public Warrants and 7,000,000 Private Placement Warrants remained outstanding. The Public Warrants are publicly traded and are exercisable for cash unless certain conditions occur, such as the failure to have an effective registration statement related to the shares issuable upon exercise or redemption by the Company under certain conditions, at which time the warrants may be cashless exercised. The Private Placement Warrants are transferable, assignable or salable in certain limited exceptions. The Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will cease to be Private Placement Warrants, and become Public Warrants and be redeemable by the Company and exercisable by such holders on the same basis as the other Public Warrants.

The Company evaluated the Warrants under ASC 815-40 - Derivatives and Hedging - Contracts in Entity’s Own Equity, and concluded they do not meet the criteria to be classified in stockholders’ equity. Specifically, the exercise of the Warrants may be settled in cash upon the occurrence of a tender offer or exchange that involves 50% or more of our Class A equity holders. Because not all of the voting stockholders need to participate in such tender offer or exchange to trigger the potential cash settlement and the Company does not control the occurrence of such an event, the Company concluded that the Warrants do not meet the conditions to be classified in equity. Since the Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the consolidated balance sheets at fair value, with subsequent changes in their respective fair values recognized in change in fair value of warrant liabilities within the consolidated statements of operations at each reporting date.

Tax Receivable Agreement

In connection with the Business Combination, the Company entered into a tax receivable agreement (the “TRA”) with continuing members that provides for a payment to the continuing Class A Unit holders of 85% of the amount of tax benefits, if any, that the Company realizes, or is deemed to realize, as a result of redemptions or exchanges of Units. In connection with such potential future tax benefits resulting from the Business Combination, the Company has established a deferred tax asset for the additional tax basis and a corresponding TRA liability of 85% of the expected benefit. The remaining 15% is recorded to additional paid-in capital.

The TRA liability is subject to remeasurement each reporting period, due to various factors, including changes in federal and state income tax rates and assessment of the probability of payment. As these remeasurement changes are subsequent to the

initial measurement, the impact of the remeasurement is recorded in other income (loss) on the consolidated statements of operations. See Note 15 for additional information.

Revenue Recognition

The Company’s revenues are derived primarily from monthly subscriptions and additional offerings for access to the Company’s Weedmaps marketplace and SaaS solutions. The Company recognizes revenue when the fundamental criteria for revenue recognition are met. The Company recognizes revenue by applying the following steps: the contract with the customer is identified; the performance obligations in the contract are identified; the transaction price is determined; the transaction price is allocated to the performance obligations in the contract; and revenue is recognized when (or as) the Company satisfies these performance obligations in an amount that reflects the consideration it expects to be entitled to in exchange for those services. The Company excludes sales taxes and other similar taxes from the measurement of the transaction price. For clients that pay in advance for listing and other services, the Company records deferred revenue and recognizes revenue over the applicable subscription term.

The Company offers Weedmaps for Business subscriptions, which include access to the Weedmaps marketplace and certain SaaS solutions. As add-ons for additional fees, the Company offers other products, including featured listings, placements, promoted deals, nearby listings, other display advertising, client relationship management, digital menu and delivery and logistics services. The Company’s Weedmaps for Business subscriptions generally have one-month terms that automatically renew unless notice of cancellation is provided in advance. The Company has a fixed inventory of featured listing and display advertising in each market, and price is generally determined through a competitive auction process that reflects local market demand. Revenues for these arrangements are recognized over-time, generally during a month-to-month subscription period as the products are provided. The Company rarely needs to allocate the transaction price to separate performance obligations. In the rare case that allocation of the transaction price is needed, the Company recognizes revenue in proportion to the standalone selling prices of the underlying services at contract inception.

For the service contracts that the Company assess are not probable of collection, revenue is not recognized until the contract is completed and payment is received for service. Collectability is reassessed when there is a significant change in facts or circumstances. The assessment of collectability considers whether the Company may limit its exposure to credit risk through its right to stop transferring additional service in the event the customer is delinquent.

Disaggregation of revenue

Weedmaps for Business and other SaaS subscriptions include the Company's WM Pages subscription package as well as subscriptions to the Company's other SaaS products. The WM Pages subscription package includes access to WM Listings, WM Orders, WM Store, WM Connectors and WM Insights. Additional SaaS subscriptions include WM CRM, WM Dispatch and WM Screens. These subscriptions are typically monthly in nature. Featured and deal listings include the Featured Listings and WM Deals products. Other ad solutions include certain advertising products on and off the Weedmaps marketplace, including WM AdSuite. For a description of these solutions, see Note 1.

The following table summarizes the Company’s disaggregated net revenue information (in thousands):


	Years Ended December 31,
	2022		2021		2020




Weedmaps for Business and other SaaS solutions	$	50,662	$	42,611	$	15,939
Featured and deal listings	149,621		138,480		134,969
Subtotal	200,283		181,091		150,908

Other ad solutions	15,248		12,055		10,883
Total revenues	$	215,531	$	193,146	$	161,791

Deferred revenue primarily consists of billings or payments received in advance of revenue recognition from subscription offerings, as described above, and is recognized as the revenue recognition criteria are met. Deferred revenue as of December 31, 2021 and 2020 was $8.1 million and $5.3 million, respectively, and the balances were fully recognized in the first quarter of the following fiscal year. The deferred revenue balance as of December 31, 2022 was $6.3 million and is expected to be fully recognized within the next twelve months. The Company generally invoices customers and receives

payment on an upfront basis and payments do not include significant financing components or variable consideration and there are generally no rights of return or refunds after the subscription period has passed.

All revenues during the periods presented were recognized over time, as opposed to at a point in time.

The following table summarizes the Company’s U.S. and foreign revenues (in thousands):


	Years Ended December 31,
	2022		2021		2020
U.S. revenues	$	215,471	$	193,146	$	130,373
Foreign revenues	60		—		31,418
Total revenues	$	215,531	$	193,146	$	161,791

Beginning in fiscal year 2021, substantially all of the revenue has been generated in the United States during the periods presented. All foreign revenues were generated in Canada. During the second half of fiscal 2020, the Company discontinued its services to Canada-based retail operator clients who failed to provide valid license information.

Cost of Revenues (Exclusive of Depreciation and Amortization)

The Company’s cost of revenue primarily consists of web hosting, internet service costs and credit card processing costs and inventory costs related to multi-media offerings.

Product Development Costs

Product development costs includes salaries and benefits for employees, including engineering and technical teams who are responsible for building new products, as well as improving existing products. Product development costs that do not meet the criteria for capitalization are expensed as incurred.

Advertising

The Company expenses the cost of advertising in the period incurred. Advertising expense totaled $14.4 million, $17.7 million and $10.6 million for the years ended December 31, 2022, 2021 and 2020, respectively, and are included in sales and marketing expense in the accompanying consolidated statements of operations.

Stock-Based Compensation

The Company measures fair value of employee stock-based compensation awards on the date of grant and allocates the related expense over the requisite service period. The fair value of restricted stock units and performance-based restricted stock units is equal to the market price of the Company’s common stock on the date of grant. The fair value of the Class P Units is measured using the Black-Scholes-Merton valuation model. The expected volatility is based on the historical volatility and implied volatilities for comparable companies, the expected life of the award is based on the simplified method. When awards include a performance condition that impacts the vesting of the award, the Company records compensation cost when it becomes probable that the performance condition will be met and the expense will be attributed over the performance period.

The Company accounts for non-employee stock-based transactions using the fair value of the consideration received (i.e., the value of the goods or services) or the fair value of the equity instruments issued, whichever is more reliably measurable.

Employee Benefit Plan

The Company’s 401(k) saving plan is a tax-qualified deferred compensation arrangement under Section 401(k) of the Internal Revenue Code. Under the 401(k) Plan, participating U.S. employees may contribute a portion of their eligible earnings, subject to applicable U.S. Internal Revenue Service and plan limits. The Company matches up to 3.5% of the employee’s eligible compensation, vested upon two years of service. For the years ended December 31, 2022, 2021 and 2020, the Company recognized $2.4 million, $1.5 million and $1.3 million, respectively, of expenses related to employer contributions for the 401(k) saving plan.

Other Income (Expense)

Other expense consists primarily of transaction costs related to the warrants, political contributions, interest expense, legal settlements, financing fees and other tax related expenses. Other income (income) consists primarily of change in fair value of warrant liability and tax receivable agreement liability remeasurement.

Income Taxes

The Company accounts for income taxes pursuant to the asset and liability method which requires the recognition of deferred income tax assets and liabilities related to the expected future tax consequences arising from temporary differences between the carrying amounts and tax bases of assets and liabilities based on enacted statutory tax rates applicable to the periods in which the temporary differences are expected to reverse. Any effects of changes in income tax rates or laws are included in income tax expense in the period of enactment. A valuation allowance is recognized if the Company determines it is more-likely-than-not that all or a portion of a deferred tax asset will not be recognized. In making such determination, the Company considers all available evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent and expected future results of operation.

Segment Reporting

The Company and its subsidiaries operate in one business segment.

Earnings Per Share

Basic income (loss) per share is computed by dividing net income (loss) attributable to WM Technology, Inc. by the weighted-average number of shares of Class A Common Stock outstanding during the period.

Diluted income (loss) per share is computed giving effect to all potential weighted-average dilutive shares for the period. The dilutive effect of outstanding awards or financial instruments, if any, is reflected in diluted income (loss) per share by application of the treasury stock method or if-converted method, as applicable. Stock awards are excluded from the calculation of diluted EPS in the event they are antidilutive or subject to performance conditions for which the necessary conditions have not been satisfied by the end of the reporting period. See Note 14 for additional information on dilutive securities.

Concentrations of Credit Risk

The Company’s financial instruments are potentially subject to concentrations of credit risk. The Company places its cash with high quality credit institutions. From time to time, the Company maintains cash balances at certain institutions in excess of the Federal Deposit Insurance Corporation (FDIC) limit. As of December 31, 2022, the Company had cash balances that exceeded the FDIC limit with four financial institutions. Management believes that the risk of loss is not significant and has not experienced any losses in such accounts.

Reclassifications

Repayments of insurance premium financing in the amount of $7.1 million for the year ended December 31, 2021 and $0.6 million for the year ended December 31, 2020 were previously classified on the consolidated statements of cash flows under cash used in the operating activities. During the year ended December 31, 2022, the Company reclassified the repayments to cash used in financing activities in accordance with ASC 230 - Statement of Cash Flows. There is no impact to the total cash flow activities from this reclassification.

Recent Accounting Pronouncements

In October 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). The amendments in ASU 2021-08 require that an entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts from Customers (“ASC 606”). At the acquisition date, an acquirer should account for the related revenue contracts in accordance with ASC 606 as if it had originated the contracts. To achieve this, an acquirer may assess how the acquiree applied ASC 606 to determine what to record for the acquired revenue contracts. Generally, this should result in an acquirer recognizing and measuring the acquired contract assets and contract liabilities consistent with how they were recognized and measured in the acquiree’s financial statements (if the acquiree financial statements were prepared in accordance with generally accepted accounting principles). The Company adopted this new guidance on a prospective basis on January 1, 2022. The adoption did not have a material impact on the Company’s consolidated financial statements.

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2022
Audit Information [Abstract]
Auditor Name	Baker Tilly US, LLP
Auditor Location	Irvine, California
Auditor Firm ID	23

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Related Party TransactionsDuring the second quarter of 2022, the Company entered into a sublease agreement with an affiliate to a member of the board of directors. The sublease commenced on June 1, 2022, and the term is for the remainder of the original lease and will expire on February 28, 2025, or sooner in the event that the original lease is cancelled prior to the expiration date. The monthly base rent, after the rent abatement period for the first four months, is $69,000. As of December 31, 2022, the security deposit for the sublease of approximately $0.1 million is included in other long-term liabilities on the consolidated balance sheets. For the year ended December 31, 2022, income on the sublease from the related party transactions was approximately $0.4 million and this amount is netted with rent expense and included in general and administrative expenses on the consolidated statements of operations. In connection with the Business Combination, the Company paid certain transaction costs reimbursable by Silver Spike’s sponsor (“Silver Spike Sponsor”), an affiliate to a member of the board of directors. As of December 31, 2022 and December 31, 2021, the outstanding balance of the note receivable was $1.1 million, which is included in other assets at December 31, 2022 and prepaid expenses and other current assets at December 31, 2021 on the consolidated balance sheets. On March 16, 2023, Silver Spike Holdings, an affiliate of Silver Spike Sponsor, entered into a promissory note with the Company and agreed to pay the principal amount in 12 equal quarterly installments commencing on March 31, 2023. The promissory note will bear interest at a rate of 5% per annum commencing on March 31, 2023. In an event of default, the outstanding principal amount shall bear interest for the entire period during which the principal balance is unpaid at a rate which is equal to 10% per annum.

Income Taxes - Summary of Components of Income Before Tax (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Domestic	$ 97,639	$ 151,987	$ 38,878
Foreign	(1,213)	(370)	(48)
Income before income taxes	$ 96,426	$ 151,617	$ 38,830

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI https://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Summary of Significant Accounting Policies (Policies)	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The summary of significant accounting policies presented below is designed to assist in understanding the Company’s consolidated financial statements. Such consolidated financial statements and accompanying notes are the representations of the Company’s management, who is responsible for their integrity and objectivity. Management believes that these accounting policies conform to GAAP in all material respects, and have been consistently applied in preparing the accompanying consolidated financial statements. Pursuant to the Merger Agreement, the Business Combination was accounted for as a reverse recapitalization in accordance with GAAP (the “Reverse Recapitalization”). Under this method of accounting, Silver Spike was treated as the acquired company and Legacy WMH was treated as the acquirer for financial statement reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Legacy WMH issuing stock for the net assets of Silver Spike, accompanied by a recapitalization. Legacy WMH was determined to be the accounting acquirer based on evaluation of the following facts and circumstances: •Legacy WMH Class A Unit holders, through their ownership of the Class V Common Stock, had the greatest voting interest in the Company with over 50% of the voting interest; •Legacy WMH selected the majority of the new board of directors of the Company; •Legacy WMH senior management was the senior management of the Company; and •Legacy WMH was the larger entity based on historical operating activity and had the larger employee base. Thus, the financial statements included in this annual report reflect (i) the historical operating results of Legacy WMH prior to the Business Combination; (ii) the combined results of the WMH LLC and Silver Spike following the Business Combination; and (iii) the acquired assets and liabilities of Silver Spike stated at historical cost, with no goodwill or other intangible assets recorded.
Principles of Consolidation	Principles of Consolidation The consolidated financial statements include the accounts of WM Technology, Inc. and WM Holding Company, LLC, including their wholly and majority owned subsidiaries. In conformity with GAAP, all significant intercompany accounts and transactions have been eliminated.
Foreign Currency	Foreign Currency Assets and liabilities denominated in a foreign currency are translated into U.S. dollars using the exchange rates in effect at the balance sheet date. Revenue and expense accounts are translated at the average exchange rates during the periods. The impact of exchange rate fluctuations from translation of assets and liabilities is insignificant for the years ended December 31, 2022, 2021 and 2020.
Use of Estimates	Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made by management include, among others, the allowance for expected credit losses, the useful lives of long-lived assets, income taxes, website and internal-use software development costs, leases, valuation of goodwill and other intangible assets, valuation of warrant liability, deferred tax assets and the related valuation allowance, tax receivable agreement liability, revenue recognition, stock-based compensation and the recognition and disclosure of contingent liabilities.
Risks and Uncertainties	Risks and Uncertainties The Company operates in a relatively new industry where laws and regulations vary significantly by jurisdiction. Currently, the majority of U.S. states permit medical cannabis, and several permit adult use. Additionally, while a number of U.S. legislators have introduced various bills to legalize cannabis at the federal level, none of these bills has become law. Currently, under federal law, cannabis, other than hemp (defined by the U.S. government as Cannabis sativa L. with a THC concentration of not more than 0.3% on a dry weight basis), is still a Schedule I controlled substance under the Controlled Substances Act (“CSA”). Even in states or territories that have legalized cannabis to some extent, the cultivation, possession and sale of cannabis all violate the CSA and are punishable by imprisonment, substantial fines and forfeiture. Moreover, individuals and entities may violate federal law if they aid and abet another in violating the CSA, or conspire with another to violate the law, and violating the CSA is a predicate for certain other crimes, including money laundering laws and the Racketeer Influenced and Corrupt Organizations Act. If any of the states that permit use of cannabis were to change their laws or the federal government was to actively enforce the CSA or other laws related to the federal prohibition on cannabis, the Company’s business could be adversely affected. In addition, the Company’s ability to grow and meet its operating objectives depends largely on the continued legalization and regulation of cannabis on a widespread basis. There can be no assurance that such legalization will occur on a timely basis, or at all. The geographic concentration of the Company’s clients makes the Company vulnerable to a downturn in the local market area. Historically, the Company’s business operations have been located primarily in the State of California, and for the year ended December 31, 2022, approximately 56% of the Company’s revenue originated in California.
Fair Value Measurements	Fair Value Measurements The Company follows the guidance in Accounting Standards Codification (“ASC”) 820 - Fair Value Measurements for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: •Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. •Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. •Level 3: Unobservable inputs based on the Company assessment of the assumptions that market participants would use in pricing the asset or liability.
Accounts Receivable	Accounts Receivable Accounts receivable is recorded at the invoiced amount and does not bear interest. Effective January 1, 2021, the Company adopted the new accounting guidance on measuring credit losses on its trade accounts receivable using the modified retrospective approach. The new credit loss guidance replaces the old model for measuring the allowance for credit losses with a model that is based on the expected losses rather than incurred losses. Under the new accounting guidance, the Company measures credit losses on its trade accounts receivable using the current expected credit loss model under ASC 326 Financial Instruments – Credit Losses. The Company calculates the expected credit losses on a pool basis for those trade receivables that have similar risk characteristics. For those trade receivables that do not share similar risk characteristics, the allowance for doubtful accounts is calculated on an individual basis. Risk characteristics relevant to the Company’s accounts receivable include balance of customer account and aging status. Account balances are written off against the allowance when it is determined that it is probable that the receivable will not be recovered. The Company had $12.2 million and $5.2 million of allowance for doubtful accounts as of December 31, 2022 and 2021, respectively. The increase in allowance for doubtful accounts included a higher reserve for at-risk customers that indicated financial difficulties due to the impact from macroeconomic factors.
Investment in Equity Securities	Investment in Equity Securities Investments in equity securities that do not have a readily determinable fair value and qualify for the measurement alternative for equity investments provided in ASC 321, Investments – Equity Securities are accounted for at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. As of December 31, 2022 and 2021, the carrying value of the Company’s investments in equity securities without a readily determinable fair value were $3.5 million and $6.5 million, respectively, which is recorded within other assets on the Company’s consolidated balance sheets. The Company performs a qualitative assessment at each reporting date to evaluate whether the investments in equity securities are impaired. When a qualitative assessment indicates that an investment is impaired, the investment is written down to its fair value. For the year ended December 31, 2022, the Company recorded $3.0 million in impairment charge related to investment in equity securities. The impairment charge is included in general and administrative expenses in the accompanying consolidated statements of operations.
Property and Equipment	Property and Equipment Property and equipment are stated at cost, less accumulated depreciation, and consist of internally developed software, computer equipment, furniture and fixtures and leasehold improvements. Depreciation is computed using the straight-line method over the estimated useful lives of the assets and generally over five years for computer equipment, seven years for furniture and fixtures and five years for leasehold improvements. Maintenance and repairs are expensed as incurred. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the Company’s results of operations. Capitalized website and internal-use software development costs are included in property and equipment in the accompanying balance sheets. The Company capitalizes certain costs related to the development and enhancement of the Weedmaps platform and SaaS solutions. The Company began to capitalize these costs when preliminary development efforts were successfully completed, management has authorized and committed project funding, and it was probable that the project would be completed and the software would be used as intended. Capitalization ceases upon completion of all substantial testing. Maintenance and training costs are expensed as incurred. Such costs are amortized when placed in service, on a straight-line basis over the estimated useful life of the related asset, generally estimated to be three years. Costs incurred for enhancements that were expected to result in additional features or functionality are capitalized and expensed over the estimated useful life of the enhancements, generally three years. Product development costs that do not meet the criteria for capitalization are expensed as incurred. The Company assess impairment of property and equipment when an event and change in circumstance indicates that the carrying value of such assets may not be recoverable. If an event and a change in circumstance indicates that the carrying amount of an asset (or asset group) may not be recoverable and the expected undiscounted cash flows attributable to the asset are less than its carrying value, an impairment loss equals to the excess of the asset’s carrying value over its fair value is recognized.
Goodwill and Intangible Assets	Goodwill and Intangible Assets Goodwill consists of the excess of the purchase price over the fair value of identifiable net assets of businesses acquired. Goodwill is reviewed for impairment each year using a qualitative or quantitative process that is performed at least annually or whenever events or circumstances indicate a likely reduction in the fair value of a reporting unit below its carrying amount. The Company has concluded that it has one reporting unit. The Company performs the annual impairment analysis on December 31 in order to provide management time to complete the analysis prior to year-end. Prior to performing the quantitative evaluation, an assessment of qualitative factors may be performed to determine whether it is more likely than not that the fair value of a reporting unit exceeds the carrying value. If it is determined that it is unlikely that the carrying value exceeds the fair value, the Company is not required to complete the quantitative goodwill impairment evaluation. If it is determined that the carrying value may exceed fair value when considering qualitative factors, a quantitative goodwill impairment evaluation is performed. When performing the quantitative evaluation, if the carrying value of the reporting unit exceeds its fair value, an impairment loss equal to the difference will be recorded. No goodwill impairment charges have been recorded for the years ended December 31, 2022, 2021 and 2020. Intangible assets are recorded at cost less accumulated amortization. Intangible assets are reviewed for impairment whenever events or changes in circumstances may affect the recoverability of the net assets. Such reviews may include an analysis of current results and take into consideration the undiscounted value of projected operating cash flows. No intangible asset impairment charges have been recorded for the years ended December 31, 2022, 2021 and 2020.
Leases	Leases The Company classifies arrangements meeting the definition of a lease as operating or financing leases, and leases are recorded on the consolidated balance sheet as both a right-of-use asset (“ROU”) and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the right-of-use asset results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred. In calculating the right-of-use asset and lease liability, the Company elects to combine lease and non-lease components for all classes of assets. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election, and instead recognizes rent expense on a straight-line basis over the lease term. The Company assesses impairment of ROU assets when an event and change in circumstance indicates that the carrying value of such ROU assets may not be recoverable. If an event and a change in circumstance indicates that the carrying value of an ROU asset may not be recoverable and the estimated fair value attributable to the ROU asset is less than its carrying value, an impairment loss equals to the excess of the ROU asset’s carrying value over its fair value is recognized. During the year ended December 31, 2022, due to subleasing a portion of the Company’s office facilities in Irvine, California, the Company tested the asset for impairment and recorded an impairment charge of $0.6 million. The fair values of ROU asset were estimated using an income approach based on management’s forecast of future cash flows expected to be derived based on the sublease market rent. The impairment charges are included in general and administrative expenses in the consolidated statements of operations. See Note 3 to these consolidated financial statements.
Warrant Liability	Warrant Liability The Company assumed 12,499,993 Public Warrants originally issued in the initial public offering of Silver Spike (the “Public Warrants”) and 7,000,000 Private Placement Warrants that were originally issued in a private placement by Silver Spike (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”) upon the Closing, all of which were issued in connection with Silver Spike’s initial public offering and entitle the holder to purchase one share of Class A Common Stock at an exercise price of at $11.50 per share. As of December 31, 2022, 12,499,973 Public Warrants and 7,000,000 Private Placement Warrants remained outstanding. The Public Warrants are publicly traded and are exercisable for cash unless certain conditions occur, such as the failure to have an effective registration statement related to the shares issuable upon exercise or redemption by the Company under certain conditions, at which time the warrants may be cashless exercised. The Private Placement Warrants are transferable, assignable or salable in certain limited exceptions. The Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will cease to be Private Placement Warrants, and become Public Warrants and be redeemable by the Company and exercisable by such holders on the same basis as the other Public Warrants. The Company evaluated the Warrants under ASC 815-40 - Derivatives and Hedging - Contracts in Entity’s Own Equity, and concluded they do not meet the criteria to be classified in stockholders’ equity. Specifically, the exercise of the Warrants may be settled in cash upon the occurrence of a tender offer or exchange that involves 50% or more of our Class A equity holders. Because not all of the voting stockholders need to participate in such tender offer or exchange to trigger the potential cash settlement and the Company does not control the occurrence of such an event, the Company concluded that the Warrants do not meet the conditions to be classified in equity. Since the Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the consolidated balance sheets at fair value, with subsequent changes in their respective fair values recognized in change in fair value of warrant liabilities within the consolidated statements of operations at each reporting date.
Tax Receivable Agreement	Tax Receivable Agreement In connection with the Business Combination, the Company entered into a tax receivable agreement (the “TRA”) with continuing members that provides for a payment to the continuing Class A Unit holders of 85% of the amount of tax benefits, if any, that the Company realizes, or is deemed to realize, as a result of redemptions or exchanges of Units. In connection with such potential future tax benefits resulting from the Business Combination, the Company has established a deferred tax asset for the additional tax basis and a corresponding TRA liability of 85% of the expected benefit. The remaining 15% is recorded to additional paid-in capital. The TRA liability is subject to remeasurement each reporting period, due to various factors, including changes in federal and state income tax rates and assessment of the probability of payment. As these remeasurement changes are subsequent to the initial measurement, the impact of the remeasurement is recorded in other income (loss) on the consolidated statements of operations.
Revenue Recognition	Revenue Recognition The Company’s revenues are derived primarily from monthly subscriptions and additional offerings for access to the Company’s Weedmaps marketplace and SaaS solutions. The Company recognizes revenue when the fundamental criteria for revenue recognition are met. The Company recognizes revenue by applying the following steps: the contract with the customer is identified; the performance obligations in the contract are identified; the transaction price is determined; the transaction price is allocated to the performance obligations in the contract; and revenue is recognized when (or as) the Company satisfies these performance obligations in an amount that reflects the consideration it expects to be entitled to in exchange for those services. The Company excludes sales taxes and other similar taxes from the measurement of the transaction price. For clients that pay in advance for listing and other services, the Company records deferred revenue and recognizes revenue over the applicable subscription term. The Company offers Weedmaps for Business subscriptions, which include access to the Weedmaps marketplace and certain SaaS solutions. As add-ons for additional fees, the Company offers other products, including featured listings, placements, promoted deals, nearby listings, other display advertising, client relationship management, digital menu and delivery and logistics services. The Company’s Weedmaps for Business subscriptions generally have one-month terms that automatically renew unless notice of cancellation is provided in advance. The Company has a fixed inventory of featured listing and display advertising in each market, and price is generally determined through a competitive auction process that reflects local market demand. Revenues for these arrangements are recognized over-time, generally during a month-to-month subscription period as the products are provided. The Company rarely needs to allocate the transaction price to separate performance obligations. In the rare case that allocation of the transaction price is needed, the Company recognizes revenue in proportion to the standalone selling prices of the underlying services at contract inception. For the service contracts that the Company assess are not probable of collection, revenue is not recognized until the contract is completed and payment is received for service. Collectability is reassessed when there is a significant change in facts or circumstances. The assessment of collectability considers whether the Company may limit its exposure to credit risk through its right to stop transferring additional service in the event the customer is delinquent. Disaggregation of revenue Weedmaps for Business and other SaaS subscriptions include the Company's WM Pages subscription package as well as subscriptions to the Company's other SaaS products. The WM Pages subscription package includes access to WM Listings, WM Orders, WM Store, WM Connectors and WM Insights. Additional SaaS subscriptions include WM CRM, WM Dispatch and WM Screens. These subscriptions are typically monthly in nature. Featured and deal listings include the Featured Listings and WM Deals products. Other ad solutions include certain advertising products on and off the Weedmaps marketplace, including WM AdSuite. For a description of these solutions, see Note 1. Deferred revenue primarily consists of billings or payments received in advance of revenue recognition from subscription offerings, as described above, and is recognized as the revenue recognition criteria are met.The Company generally invoices customers and receives payment on an upfront basis and payments do not include significant financing components or variable consideration and there are generally no rights of return or refunds after the subscription period has passed. All revenues during the periods presented were recognized over time, as opposed to at a point in time. All foreign revenues were generated in Canada. During the second half of fiscal 2020, the Company discontinued its services to Canada-based retail operator clients who failed to provide valid license information.
Cost of Revenues (Exclusive of Depreciation and Amortization)	Cost of Revenues (Exclusive of Depreciation and Amortization) The Company’s cost of revenue primarily consists of web hosting, internet service costs and credit card processing costs and inventory costs related to multi-media offerings.
Product Development Costs	Product Development Costs Product development costs includes salaries and benefits for employees, including engineering and technical teams who are responsible for building new products, as well as improving existing products. Product development costs that do not meet the criteria for capitalization are expensed as incurred.
Advertising	Advertising The Company expenses the cost of advertising in the period incurred. Advertising expense totaled $14.4 million, $17.7 million and $10.6 million for the years ended December 31, 2022, 2021 and 2020, respectively, and are included in sales and marketing expense in the accompanying consolidated statements of operations.
Stock-Based Compensation	Stock-Based Compensation The Company measures fair value of employee stock-based compensation awards on the date of grant and allocates the related expense over the requisite service period. The fair value of restricted stock units and performance-based restricted stock units is equal to the market price of the Company’s common stock on the date of grant. The fair value of the Class P Units is measured using the Black-Scholes-Merton valuation model. The expected volatility is based on the historical volatility and implied volatilities for comparable companies, the expected life of the award is based on the simplified method. When awards include a performance condition that impacts the vesting of the award, the Company records compensation cost when it becomes probable that the performance condition will be met and the expense will be attributed over the performance period. The Company accounts for non-employee stock-based transactions using the fair value of the consideration received (i.e., the value of the goods or services) or the fair value of the equity instruments issued, whichever is more reliably measurable.
Employee Benefit Plan	Employee Benefit Plan The Company’s 401(k) saving plan is a tax-qualified deferred compensation arrangement under Section 401(k) of the Internal Revenue Code. Under the 401(k) Plan, participating U.S. employees may contribute a portion of their eligible earnings, subject to applicable U.S. Internal Revenue Service and plan limits. The Company matches up to 3.5% of the employee’s eligible compensation, vested upon two years of service. For the years ended December 31, 2022, 2021 and 2020, the Company recognized $2.4 million, $1.5 million and $1.3 million, respectively, of expenses related to employer contributions for the 401(k) saving plan.
Other Income (Expense)	Other Income (Expense) Other expense consists primarily of transaction costs related to the warrants, political contributions, interest expense, legal settlements, financing fees and other tax related expenses. Other income (income) consists primarily of change in fair value of warrant liability and tax receivable agreement liability remeasurement.
Income Taxes	Income Taxes The Company accounts for income taxes pursuant to the asset and liability method which requires the recognition of deferred income tax assets and liabilities related to the expected future tax consequences arising from temporary differences between the carrying amounts and tax bases of assets and liabilities based on enacted statutory tax rates applicable to the periods in which the temporary differences are expected to reverse. Any effects of changes in income tax rates or laws are included in income tax expense in the period of enactment. A valuation allowance is recognized if the Company determines it is more-likely-than-not that all or a portion of a deferred tax asset will not be recognized. In making such determination, the Company considers all available evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent and expected future results of operation.
Segment Reporting	Segment Reporting The Company and its subsidiaries operate in one business segment.
Earnings Per Share	Earnings Per Share Basic income (loss) per share is computed by dividing net income (loss) attributable to WM Technology, Inc. by the weighted-average number of shares of Class A Common Stock outstanding during the period. Diluted income (loss) per share is computed giving effect to all potential weighted-average dilutive shares for the period. The dilutive effect of outstanding awards or financial instruments, if any, is reflected in diluted income (loss) per share by application of the treasury stock method or if-converted method, as applicable. Stock awards are excluded from the calculation of diluted EPS in the event they are antidilutive or subject to performance conditions for which the necessary conditions have not been satisfied by the end of the reporting period. See Note 14 for additional information on dilutive securities.
Concentrations of Credit Risk	Concentrations of Credit Risk The Company’s financial instruments are potentially subject to concentrations of credit risk. The Company places its cash with high quality credit institutions. From time to time, the Company maintains cash balances at certain institutions in excess of the Federal Deposit Insurance Corporation (FDIC) limit. As of December 31, 2022, the Company had cash balances that exceeded the FDIC limit with four financial institutions. Management believes that the risk of loss is not significant and has not experienced any losses in such accounts.
Reclassifications	Reclassifications Repayments of insurance premium financing in the amount of $7.1 million for the year ended December 31, 2021 and $0.6 million for the year ended December 31, 2020 were previously classified on the consolidated statements of cash flows under cash used in the operating activities. During the year ended December 31, 2022, the Company reclassified the repayments to cash used in financing activities in accordance with ASC 230 - Statement of Cash Flows. There is no impact to the total cash flow activities from this reclassification.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In October 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). The amendments in ASU 2021-08 require that an entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts from Customers (“ASC 606”). At the acquisition date, an acquirer should account for the related revenue contracts in accordance with ASC 606 as if it had originated the contracts. To achieve this, an acquirer may assess how the acquiree applied ASC 606 to determine what to record for the acquired revenue contracts. Generally, this should result in an acquirer recognizing and measuring the acquired contract assets and contract liabilities consistent with how they were recognized and measured in the acquiree’s financial statements (if the acquiree financial statements were prepared in accordance with generally accepted accounting principles). The Company adopted this new guidance on a prospective basis on January 1, 2022. The adoption did not have a material impact on the Company’s consolidated financial statements.

Earnings Per Share - Dilutive Securities (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Class A Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	55,486,361	65,502,347
Class P Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	15,125,429	25,660,529
RSUs outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	6,269,868	6,398,707
PSUs outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	859,375	2,437,500
Public Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	12,499,973	0
Private Placement Warrant
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	7,000,000	0
Acquisition holdback shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	677,847	0

Accounts Payable and Accrued Expenses

12 Months Ended

Dec. 31, 2022

Payables and Accruals [Abstract]

Accounts Payable and Accrued Expenses

Accounts payable and accrued liabilities as of December 31, 2022 and 2021 consisted of the following (in thousands):


	December 31, 2022		December 31, 2021
Accounts payable	$	4,341	$	4,298
Accrued employee expenses	24,074		10,088
Other accrued liabilities	5,220		8,769
	$	33,635	$	23,155

As of December 31, 2022 and 2021, other accrued liabilities included short-term insurance premium financing of $1.5 million and $4.2 million, respectively. Unpaid employee termination costs of $3.6 million as of December 31, 2022 are included in accrued employee expenses. See Note 4 for additional information.

Leases - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Cash payments on operating leases	$ 9,600	$ 8,200
Right-of-use assets obtained in exchange for operating lease liabilities		43,300
Rent expense	9,074	11,534	$ 11,100
Contra rent expense	$ 1,900	$ 200
Remaining lease term	6 years 9 months 18 days	7 years 4 months 24 days
Weighted average discount rate	9.80%
Operating lease, impairment loss	$ 600	$ 2,400

Acquisitions - Eyechronic (Details) $ / shares in Units, $ in Thousands		3 Months Ended	12 Months Ended
	Jan. 14, 2022 USD ($) $ / shares shares	Dec. 31, 2022 USD ($)	Dec. 31, 2022 USD ($) segment	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Consideration Transferred:
Holdback liability recognized in connection with acquisition			$ 98	$ 1,000	$ 0
Assets acquired:
Goodwill		$ 68,368	$ 68,368	$ 45,295	$ 3,961
Liabilities assumed:
Number of operating segments \| segment			1
Eyechronic LLC
Consideration Transferred:
Cash consideration	$ 697
Share consideration	28,725
Total consideration	29,422
Settlement of pre-existing accounts payable	200
Holdback liability recognized in connection with acquisition	$ 100
Share consideration (in shares) \| shares	5,399,553
Share price (in dollars per share) \| $ / shares	$ 5.32
Share consideration, holdback (in shares) \| shares	677,847
Assets acquired:
Cash	$ 118
Accounts receivable	835
Other current assets	37
Fixed assets	2,826
Goodwill	23,073
Total assets acquired	31,658
Liabilities assumed:
Other current liabilities	(22)
Long-term liabilities	(1,650)
Total liabilities assumed	(2,236)
Adjustment, long-term liabilities		$ 1,700
Transaction expenses			$ 100
Eyechronic LLC \| Software technology
Assets acquired:
Intangibles	825
Liabilities assumed:
Accounts payable	(460)
Total net assets acquired	29,422
Eyechronic LLC \| Trade name
Assets acquired:
Intangibles	103
Liabilities assumed:
Other current liabilities	(8)
Eyechronic LLC \| Customer relationships
Assets acquired:
Intangibles	3,631
Liabilities assumed:
Deferred revenue	(96)
Eyechronic LLC \| Order Backlog
Assets acquired:
Intangibles	$ 210

Acquisitions - Sprout (Details) $ / shares in Units, $ in Thousands		12 Months Ended
	Sep. 03, 2021 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) segment	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Asset acquired:
Goodwill		$ 68,368	$ 45,295	$ 3,961
Liabilities assumed:
Number of operating segments \| segment		1
Sprout
Consideration Transferred:
Cash consideration	$ 12,000
Share consideration	19,186
Total consideration	31,186
Asset acquired:
Goodwill	26,686
Total assets acquired	31,286
Liabilities assumed:
Other current liabilities	(100)
Total net assets acquired	$ 31,186
Share consideration (in shares) \| shares	1,244,258
Share price (in dollars per share) \| $ / shares	$ 15.42
Sprout \| Software technology
Asset acquired:
Intangibles	$ 2,973
Sprout \| Trade name
Asset acquired:
Intangibles	217
Sprout \| Customer relationships
Asset acquired:
Intangibles	$ 1,410

Earnings Per Share

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Earnings Per Share

Basic income (loss) per share of Class A Common Stock is computed by dividing net earnings (loss) attributable to WM Technology, Inc. by the weighted-average number of shares of Class A Common Stock outstanding during the period. Diluted income (loss) per share of Class A Common Stock adjusts basic net income (loss) per share of Class A Common Stock for the potentially dilutive impact of securities. For warrants that are liability-classified, during periods when the impact is dilutive, the Company assumes share settlement of the instruments as of the beginning of the reporting period and adjusts the numerator to remove the change in fair value of the warrant liability, net of the portion attributable to non-controlling interests, and adjusts the denominator to include the dilutive shares calculated using the treasury stock method.

Prior to the Business Combination, the membership structure of WMH included units which had profit interests. The Company analyzed the calculation of net earnings (loss) per unit for periods prior to the Business Combination and determined that it resulted in values that would not be meaningful to the users of these consolidated financial statements. Therefore, net earnings per share information has not been presented for periods prior to the Business Combination on June 16, 2021. The basic and diluted income (loss) per share for the year ended December 31, 2021 represent the period from June 16, 2021 (Closing Date) to December 31, 2021.


	Years Ended December 31,
	2022		2021
Numerator:
Net (loss) income	$	(82,651)	$	152,218
Less: net income attributable to WMH prior to the Business Combination	—		15,078
Less: net income attributable to noncontrolling interests after the Business Combination	33,338		76,757
Net (loss) income attributable to WM Technology, Inc. - basic	(115,989)		60,383
Effect of dilutive securities:
Change in fair value of Public and Private Placement Warrants, net of amounts attributable to noncontrolling interests	—		72,483
Net loss attributable to WM Technology, Inc. - diluted	$	(115,989)	$	(12,100)
Denominator:
Weighted average common shares outstanding - basic	85,027,120		65,013,517
Weighted average effect of dilutive securities:
Public warrants¹	—		1,153,782
Private warrants¹	—		646,118


Weighted average common shares outstanding - diluted	85,027,120		66,813,417

Net (loss) income per share of Class A Common Stock:
Net (loss) income per Class A common share - basic	$	(1.36)	$	0.93
Net loss per Class A common share - diluted	$	(1.36)	$	(0.18)

___________________________________

¹Calculated using the treasury stock method.

Shares of the Class V Common Stock do not participate in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class V Common Stock under the two-class method has not been presented.

The Company excluded the following securities from its computation of diluted shares outstanding, as their effect would have been anti-dilutive:


	Years Ended December 31,
	2022	2021
Class A Units	55,486,361	65,502,347
Class P Units	15,125,429	25,660,529
RSUs outstanding	6,269,868	6,398,707
PSUs outstanding	859,375	2,437,500
Public Warrants	12,499,973	—
Private Placement Warrants	7,000,000	—
Acquisition holdback shares	677,847	—

Income Taxes - Effective Income Tax Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Effective Income Tax Rate Reconciliation, Amount [Abstract]
Federal statutory rate	$ 20,249	$ 31,844	$ 8,154
State blended statutory rate	5,168	8,497	2,176
LLC flow-through structure	0	0	(10,340)
Income taxed to owners of noncontrolling interests	(11,285)	(21,762)	0
Foreign tax impact	(80)	227	10
Change in fair value of warrant liability	(3,718)	(19,669)	0
Stock based compensation	2,868	0	0
Other permanent items	548	901	0
Research and development credits	(2,514)	(751)	0
Change in valuation allowance	186,954	112	0
Tax receivable agreement revaluation	(20,462)	0	0
Change in State Tax Rate	1,349	0	0
Provision for (benefit from) income taxes	$ 179,077	$ (601)	$ 0
Effective tax rate	185.71%	(0.40%)	0.00%

Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) segment financialInstitutions	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Accounting Policies [Line Items]
Allowance of bad debt	$ 12,232	$ 5,169	$ 857	$ 914
Equity securities without readily determinable fair value	3,500	6,500
Impairment	3,000
Impairment loss	$ 4,317	2,372	0
Tax receivable agreement liabilities as percent of expected benefit	85.00%
Tax receivable agreement, percent recorded in additional paid-in capital	15.00%
Advertising expense	$ 14,400	17,700	10,600
Requisite service period	2 years
Defined contribution cost	$ 2,400	1,500	1,300
Number of operating segments \| segment	1
Number of reportable segments \| segment	1
Number of financial institutions with cash balance exceeding FDIC limit \| financialInstitutions	4
Repayments of insurance premium financing	$ 7,344	7,098	$ 616
Operating lease, right-of-use asset	31,447	$ 36,549
Operating lease liabilities	$ 39,377
Class A Common Stock, $0.0001 par value per share
Accounting Policies [Line Items]
Payment to continuing members as percent of amount of tax benefit	85.00%
Computer equipment
Accounting Policies [Line Items]
Property and equipment, useful life	5 years
Furniture and fixtures
Accounting Policies [Line Items]
Property and equipment, useful life	7 years
Leasehold improvements
Accounting Policies [Line Items]
Property and equipment, useful life	5 years
Software technology
Accounting Policies [Line Items]
Property and equipment, useful life	3 years
Enhancements
Accounting Policies [Line Items]
Property and equipment, useful life	3 years
Maximum
Accounting Policies [Line Items]
Employer matching contribution, percent of match	3.50%
California
Accounting Policies [Line Items]
Impairment loss	$ 600
Geographic Concentration Risk \| Revenue Benchmark \| California
Accounting Policies [Line Items]
Concentration risk, percentage	56.00%
Silver Spike \| Legacy WMH Class A Unit holders
Accounting Policies [Line Items]
Percentage of voting interests held (over 50%)	50.00%

Business Combination - Number of Shares (Details) - shares		6 Months Ended
	Jun. 16, 2021	Dec. 31, 2021	Dec. 31, 2022
Schedule Of Reverse Recapitalization [Line Items]
Common stock, outstanding prior to Business Combination (in shares)		129,240,910
Total shares of common stock issued in the Business Combination (in shares)		129,240,910
Class A Common Stock
Schedule Of Reverse Recapitalization [Line Items]
Common stock, outstanding prior to Business Combination (in shares)		65,677,361	92,062,468
Shares of Class A Common Stock issued in the PIPE Financing (in shares)		32,500,000
Shares of Class A Common Stock issued in the Business Combination (in shares)		63,738,563
Total shares of common stock issued in the Business Combination (in shares)		65,677,361	92,062,468
Class V Common Stock
Schedule Of Reverse Recapitalization [Line Items]
Common stock, outstanding prior to Business Combination (in shares)		65,502,347	55,486,361
Shares of Class A Common Stock issued in the Business Combination (in shares)	65,502,347
Shares of Class V Common Stock issued to Legacy WMH equity holders (in shares)		65,502,347
Total shares of common stock issued in the Business Combination (in shares)		65,502,347	55,486,361
Common Shareholders
Schedule Of Reverse Recapitalization [Line Items]
Shares of common stock (in shares)		24,988,563
Sponsor \| Class A Common Stock
Schedule Of Reverse Recapitalization [Line Items]
Shares of common stock (in shares)		6,250,000
Silver Spike
Schedule Of Reverse Recapitalization [Line Items]
Common stock, outstanding prior to Business Combination (in shares)	24,998,575
Less: redemption of shares of Silver Spike’s Class A common stock (in shares)		10,012
Total shares of common stock issued in the Business Combination (in shares)	24,998,575

Prepaid Expenses and Other Current Assets

12 Months Ended

Dec. 31, 2022

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets as of December 31, 2022 and 2021 consisted of the following (in thousands):


	December 31, 2022		December 31, 2021
Prepaid insurance	$	2,869	$	6,419
Prepaid marketing	2,321		3,272
Prepaid software	2,762		2,088
Other prepaid expenses and other current assets	1,010		1,828
	$	8,962	$	13,607

The Company capitalizes implementation costs incurred in cloud computing arrangements that are service contracts if they meet certain requirements. Those requirements are similar to the requirements for capitalizing implementation costs incurred to develop internal-use software. Amortization is computed using the straight-line method over the term of the associated hosting arrangement. These implementation costs are classified on the balance sheet in prepaid and other current assets, and the related cash flows are presented as cash outflows from operations. Impairment is recognized and measured when it is no longer probable that the computer software project will be completed and placed in service.

The Company recognized an impairment charge of $0.8 million during the year ended December 31, 2022, related to certain capitalized implementation costs for a cloud computing arrangement that was abandoned.

Acquisitions

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Acquisitions

Eyechronic

On January 14, 2022, the Company acquired all the equity interests of Eyechronic LLC (“Eyechronic”) d/b/a Enlighten and rebranded as WM Screens, a Delaware limited liability company and a provider of software, digital signage services and multi-media offerings to dispensaries and brands, for total consideration of approximately $29.4 million. The Company accounted for the Eyechronic acquisition as an acquisition of a business under ASC 805, Business Combinations (“ASC 805”). The acquired assets and liabilities of Eyechronic were recorded at their acquisition date fair values.

The following table summarizes the components of consideration and the estimated fair value of assets acquired (in thousands):


Consideration Transferred:
Cash consideration (1)	$	697
Share consideration (2)	28,725
Total consideration	$	29,422

____________________________________

(1)Includes $0.2 million settlement of pre-existing accounts payable with Eyechronic and holdback of $0.1 million recorded within other current liabilities on the Company’s accompanying consolidated balance sheets.

(2)The fair value of share consideration was calculated based on 5,399,553 shares of Class A common stock multiplied by the share price on the closing date of $5.32. This includes 677,847 of holdback shares to be issued subject to customary indemnification obligations.


Estimated Assets Acquired and Liabilities Assumed:
Assets acquired:
Cash	$	118
Accounts receivable	835
Other current assets	37
Fixed assets	2,826
Software technology	825
Trade name	103
Customer relationships	3,631
Order Backlog	210
Goodwill	23,073
Total assets acquired	$	31,658

Liabilities assumed:
Accounts payable	$	(460)
Other current liabilities	(8)
Deferred revenue	(96)
Other liabilities	(22)
Long-term liabilities	(1,650)
Total liabilities assumed	$	(2,236)

Total net assets acquired	$	29,422

During the fourth quarter of 2022, the Company made an adjustment to the purchase price allocation of Eyechronic related to certain pre-acquisition deferred tax and other sales tax liabilities that resulted in an increase of long-term liabilities of $1.7 million.

During the year ended December 31, 2022, the Company incurred transaction expenses associated with the Eyechronic acquisition of $0.1 million, which is included in general and administrative expenses in the accompanying consolidated statements of operations.

The revenue and operating loss from Eyechronic included the Company’s consolidated statements of operations for the year ended December 31, 2022 were not material. Pro forma revenue and earnings amounts on a combined basis have not been presented as they are not material to the Company’s historical pre-acquisition financial statements.

For acquisitions, the excess of the purchase price over the estimated fair values of the net assets acquired, including identifiable intangible assets, is recorded as goodwill. Goodwill is primarily attributable to the expected synergies from combining operations. Goodwill recognized was allocated to the Company’s one operating segment and is generally deductible for tax purposes.

The fair values of the trade name and software technology intangible assets are determined using an “income approach”, specifically, the relief-from royalty approach, which is a commonly accepted valuation approach. This approach is based on the assumption that in lieu of ownership, a firm would be willing to pay a royalty in order to exploit the related benefits of these assets. Owning these intangible assets means that the underlying entity wouldn’t have to pay for the privilege of deploying those assets. Therefore, a portion of the acquired entity’s earnings, equal to the after-tax royalty that would have been paid for the use of the assets, can be attributed to the firm’s ownership. The fair values of the customer relationships and customer backlog assets were also determined using an “income approach”, specifically a multi-period excess earnings approach, which is a commonly accepted valuation approach. Under this approach, the net earnings attributable to the asset or liability being measured are isolated using the discounted projected net cash flows. These projected cash flows are isolated from the projected cash flows of the combined asset group over the remaining economic life of the intangible asset or liability being measured. Both the amount and the duration of the cash flows are considered from a market participant perspective. Where appropriate, the net cash flows were adjusted to reflect the potential attrition of existing customers in the future, as existing customers are a “wasting” asset and are expected to decline over time.

Transport Logistics Holding

On September 29, 2021, the Company acquired all of the equity interests of Transport Logistics Holding Company, LLC (“TLH”), a logistics platform that enables the compliant delivery of cannabis, for total consideration of approximately $15.1 million. The Company accounted for the TLH acquisition as an acquisition of a business under ASC 805.

The following table summarizes the components of consideration and the fair value of assets acquired (in thousands):


Consideration Transferred:
Cash consideration (1)	$	5,000
Share consideration(2)	10,126
Total consideration	$	15,126


Assets Acquired:
Software technology	$	249
Trade name	59
Customer relationships	170
Goodwill	14,648
Total asset acquired	$	15,126

____________________________________

(1)Includes holdback of $1.0 million, which was paid during the second quarter of 2022.

(2)The fair value of share consideration issued in connection with the TLH acquisition was calculated based on 694,540 shares of Class A common stock issued multiplied by the share price on the closing date of $14.58.

Goodwill is primarily attributable to the expected synergies from combining operations. Goodwill recognized was allocated to the Company’s one operating segment and is generally deductible for tax purposes.

an “income approach”, specifically a multi-period excess earnings approach, as described above. The fair value of the customer relationships was determined using an “income approach”, as described above.

Sprout

On September 3, 2021, the Company acquired certain assets of the Sprout business (“Sprout"), a leading, cloud-based customer relationship management (“CRM”) and marketing platform for the cannabis industry, for total consideration of approximately $31.2 million. The Company accounted for the Sprout acquisition as an acquisition of a business under ASC 805.

The following table summarizes the components of consideration and the fair value of assets acquired (in thousands):


Consideration Transferred:
Cash consideration	$	12,000
Share consideration(1)	19,186
Total consideration	$	31,186


Assets Acquired and Liabilities Assumed:
Asset acquired:
Software technology	$	2,973
Trade name	217
Customer relationships	1,410
Goodwill	26,686
Total assets acquired	31,286

Liabilities assumed:
Other current liabilities	(100)
Total net assets acquired	$	31,186

___________________________________

(1)The fair value of share consideration issued in connection with the Spout acquisition was calculated based on 1,244,258 shares of Class A common stock issued multiplied by the share price on the closing date of $15.42.

The fair values of the trade name intangible assets were determined using an “income approach”, specifically, the relief-from royalty approach, as described above. The fair value of the software technology intangible asset was also determined using an “income approach”, specifically a multi-period excess earnings approach, as described above. The fair value of the customer relationships was determined using an “income approach”, specifically, the With-and-Without method, which is a commonly accepted valuation approach. This method estimates the value of customer-related assets by quantifying the impact on cash flows under a scenario in which the customer-related assets must be replaced and assuming all of the existing assets are in place except the customer-related assets. Essentially, it estimates the intangible asset’s value by calculating the difference between the two discounted cash-flow models. One that represents the status quo for the business enterprise with the asset in place and the second that represents the business enterprise with everything in place besides the customer-related asset. The projected cash flow period is the time-period it takes to build back up to that status quo. The difference between the two cash flows represents the calculated value of the customer-related asset.

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Lease, Cost

The components of lease related costs, net for the years ended December 31, 2022 and 2021 are as follows (in thousands):


	Years Ended December 31,
	2022		2021
Operating lease cost	$	7,537	$	9,229
Variable lease cost	1,525		2,217
Operating lease cost	9,062		11,446
Short-term lease cost	12		88
Total lease cost, net	$	9,074	$	11,534

Schedule of Operating Lease Liability, Maturity

As of December 31, 2022, future minimum payments for the next five years and thereafter are as follows (in thousands):


	Operating Leases
Years Ending December 31,
2023	$	9,898
2024	9,405
2025	5,830
2026	5,408
2027	5,570
Thereafter	18,753
Total	$	54,864
Less present value discount	(15,487)
Operating lease liabilities	$	39,377

Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

A summary of changes in goodwill for the years ended December 31, 2022 and 2021 is as follows (in thousands):


	Goodwill
Balance at December 31, 2020	$	3,961
Acquisition of Sprout	26,686
Acquisition of TLH	14,648
Balance at December 31, 2021	$	45,295
Acquisition of Eyechronic	23,073
Balance at December 31, 2022	$	68,368

Schedule of Finite-Lived Intangible Assets

Intangible assets consisted of the following for the periods presented below (in thousands):


	December 31, 2022
	Weighted Average Amortization Period (Years)	Gross Intangible Assets		Accumulated Amortization		Net Intangible Assets
Trade and domain names	14.4	$	7,635	$	(4,699)	$	2,936
Software technology	6.9	7,516		(4,413)		3,103
Customer relationships	11.5	5,211		(921)		4,290
Order Backlog	1.0	$	210	$	(200)	$	10
Total intangible assets	10.8	$	20,572	$	(10,233)	$	10,339


	December 31, 2021
	Weighted Average Amortization Period (Years)	Gross Intangible Assets		Accumulated Amortization		Net Intangible Assets
Trade and domain names	14.3	$	7,532	$	(4,081)	$	3,451
Software technology	7.7	6,691		(3,222)		3,469
Customer relationships	3.4	1,580		(201)		1,379
Total intangible assets	10.4	$	15,803	$	(7,504)	$	8,299

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

The estimated future amortization expense of intangible assets as of December 31, 2022 is as follows (in thousands):


	Amortization
Years ended December 31,
2023	$	2,170
2024	1,927
2025	1,593
2026	1,346
2027	754
Thereafter	2,549
	$	10,339

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1A
-URI https://asc.fasb.org/extlink&oid=121556970&loc=SL108378252-109267

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
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-Section 50
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 2
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 55
-Paragraph 24
-URI https://asc.fasb.org/extlink&oid=122137925&loc=d3e14258-109268

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

+ Details

Stock-based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of Class P Unit Activities

A summary of the Class P Unit activity for the periods presented is as follows:


						Number of Units












Outstanding Class P Units, December 31, 2021						25,660,529
Cancellations						(343,199)
Exchanged for Class A Common Stock						(10,191,901)
Outstanding Class P Units, December 31, 2022						15,125,429
Vested, December 31, 2022						14,746,464

Schedule of Restricted Stock Units Activity

A summary of the restricted stock unit (“RSU”) activity for the year ended December 31, 2022 is as follows:


	Number of RSUs	Weighted-average Grant Date Fair Value




Non-vested at December 31, 2021	5,829,881	$	10.91
Granted	7,490,162	5.02
Vested	(2,883,723)	8.57
Forfeited	(4,166,452)	7.72
Non-vested at December 31, 2022	6,269,868	$	7.07

Schedule of Performance Shares Activity

A summary of the PRSU activity for the year ended December 31, 2022 is as follows:


	Number of PRSUs	Weighted-average Grant Date Fair Value




Non-vested at December 31, 2021	2,437,500	6.40


Forfeited	(1,578,125)	6.40
Non-vested at December 31, 2022	859,375	6.40

Schedule of Stock-based Payment Arrangement

The Company recorded stock-based compensation cost related to the Class P Units, RSUs and PRSUs in the following expense categories on the consolidated statements of operations (in thousands):


	Years Ended December 31,
	2022		2021
Sales and marketing	$	6,358	$	6,021
Product development	5,260		5,103
General and administrative	11,875		18,200
Total stock-based compensation expense	23,493		29,324
Amount capitalized to software development	1,667		1,099
Total stock-based compensation cost	$	25,160	$	30,423

Fair Value Measurements

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value (in thousands):


	Level	December 31, 2022		December 31, 2021
Liabilities:
Warrant liability – Public Warrants	1	$	1,250	$	16,750
Warrant liability – Private Placement Warrants	3	840		10,710
Total warrant liability		$	2,090	$	27,460

The following tables summarize the changes in the fair value of the warrant liabilities (in thousands):


	Year Ended December 31, 2022
	Public Warrants		Private Placement Warrants		Warrant Liabilities
Fair value, beginning of period	$	16,750	$	10,710	$	27,460

Change in valuation inputs or other assumptions	(15,500)		(9,870)		(25,370)
Fair value, end of period	$	1,250	$	840	$	2,090


	Year Ended December 31, 2021
	Public Warrants		Private Placement Warrants		Warrant Liabilities
Fair value, beginning of period	$	—	$	—	$	—
Warrant liability acquired	100,750		93,228		193,978
Change in valuation inputs or other assumptions	(84,000)		(82,518)		(166,518)
Fair value, end of period	$	16,750	$	10,710	$	27,460

Public Warrants

The Company determined the fair value of the Public Warrants, based on the publicly listed trading price of such warrants as of the valuation date. Accordingly, the Public Warrants are classified as Level 1 financial instruments. The fair value of the Public Warrants was $1.3 million and $16.8 million as of December 31, 2022 and 2021, respectively.

Private Placement Warrants

The estimated fair value of the Private Placement Warrants is determined with Level 3 inputs using the Black-Scholes model. The significant inputs and assumptions in this method are the stock price, exercise price, volatility, risk-free rate and term or maturity. The underlying stock price input is the closing stock price as of each valuation date and the exercise price is the price as stated in the warrant agreement. The volatility input was determined using the historical volatility of comparable publicly traded companies which operate in a similar industry or compete directly against the Company. Volatility for each comparable publicly traded company is calculated as the annualized standard deviation of daily continuously compounded returns. The Black-Scholes analysis is performed in a risk-neutral framework, which requires a risk-free rate assumption based upon constant-maturity treasury yields, which are interpolated based on the remaining term of the Private Placement Warrants as of each valuation date. The term/maturity is the duration between each valuation date and the maturity date, which is five years following the date the Business Combination closed, or June 16, 2026.

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:


	December 31, 2022			December 31, 2021
Exercise price	$	11.50		$	11.50
Stock price	$	1.01		$	5.98
Volatility	82.3		%	52.4		%
Term (years)	3.46			4.46
Risk-free interest rate	4.17		%	1.18		%

Significant changes in the volatility would result in a significant lower or higher fair value measurement, respectively.

The fair value of the Private Placement Warrants was $0.8 million and $10.7 million as of December 31, 2022 and 2021, respectively.

The Warrants were accounted for as liabilities in accordance with ASC 815- Derivatives and Hedging and are presented within warrant liability on the consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liability in the consolidated statements of operations.

There were no transfers in or out of Level 3 from other levels in the fair value hierarchy.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Summary of Significant Accounting Policies - Accounts Receivable (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Allowance, beginning of year	$ 5,169	$ 857	$ 914
Addition to allowance	17,216	5,487	1,271
Write-off, net of recoveries	(10,153)	(1,175)	(1,328)
Allowance, end of year	$ 12,232	$ 5,169	$ 857
Customer One \| Accounts Receivable \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage	11.00%

Warrant Liability (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Jul. 16, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Jun. 16, 2021
Derivative [Line Items]
Unit price (in dollars per share)		$ 11.50
Notice period to redeem warrants	30 days
Threshold trading days	20 days
Trading period	30 days
Change in fair value of warrant liability		$ 25,370	$ 166,518	$ 0
Common Stock
Derivative [Line Items]
Stock price trigger (in dollars per share)	$ 18.00
Class A Common Stock
Derivative [Line Items]
Number of ordinary shares called by each warrant (in shares)		1
Exercise price of warrant (in dollars per share)	11.50				$ 11.50
Public Warrants
Derivative [Line Items]
Warrants outstanding (in shares)		12,499,973
Units issued (in shares)		12,500,000
Warrant redemption price (in dollars per share)	$ 0.01
Change in fair value of warrant liability		$ 15,500	84,000
Private Placement Warrant
Derivative [Line Items]
Warrants outstanding (in shares)		7,000,000
Number of ordinary shares called by each warrant (in shares)	1
Warrants issued (in shares)	7,000,000
Limitation period to transfer, assign or sell warrants	30 days
Change in fair value of warrant liability		$ 9,870	$ 82,518

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

As a result of the Business Combination, WM Technology, Inc. became the sole managing member of WMH LLC, which is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, WMH LLC is not subject to U.S. federal and certain state and local income taxes. Accordingly, no provision for U.S. federal and state income taxes has been recorded in the financial statements for the period prior to June 16, 2021, as this period was prior to the Business Combination.

Following the Business Combination, any taxable income or loss generated by WMH LLC is passed through to and included in the taxable income or loss of its members, including WM Technology, Inc., on a pro rata basis, with the remainder reflected in the line item Income Taxed to Owners of Non-controlling Interests. WM Technology, Inc. is subject to U.S. federal income taxes, in addition to state and local income taxes with respect to its allocable share of any taxable income of WMH following the Business Combination. The owners of the non-controlling interests are taxed as a partnership, and therefore, no tax provision is allocated to non-controlling interests on the consolidated statements of operations. The Company is also subject to taxes in foreign jurisdictions.

The components of income before taxes are as follows (in thousands):


	Years Ended December 31,
	2022		2021		2020
Domestic	$	97,639	$	151,987	$	38,878
Foreign	(1,213)		(370)		(48)
Income before income taxes	96,426		151,617		38,830

The components of the provision for (benefit from) income taxes are as follows (in thousands):


	Years Ended December 31,
	2022		2021		2020
Current
Federal	$	—	$	—	$	—
State	—		—		—
Foreign	(341)		241		—
	(341)		241		—
Deferred
Federal	131,766		(508)		—
State	47,652		(334)		—
Foreign	—		—		—
	179,418		(842)		—
Provision for (benefit from) income taxes	$	179,077	$	(601)	$	—

The change in the Company’s income tax provision/(benefits) from 2021 to 2022 is due to the recording of a full valuation allowance on our deferred tax assets as of December 31, 2022 and remeasurement of the related TRA Liability.

In previous periods, the provision/(benefit) was also impacted by the Business Combination and settlement of a foreign income tax examination. In 2020, the Company was only subject to minimal LLC entity-level and foreign taxes, whereas in 2021 the Company was also subject to U.S. federal and state income taxes on its allocable share of any taxable income or loss generated subsequent to the Business Combination.

The actual income tax expense differs from the expected amount computed by applying the federal statutory corporate tax rate of 21 percent as follows (in thousands):


	Years Ended December 31,
	2022				2021			2020
Federal statutory rate	$	20,249			$	31,844		$	8,154
State blended statutory rate	5,168				8,497			2,176
LLC flow-through structure	—				—			(10,340)
Income taxed to owners of noncontrolling interests	(11,285)				(21,762)			—
Foreign tax impact	(80)				227			10
Change in fair value of warrant liability	(3,718)				(19,669)			—
Stock based compensation	2,868				—			—
Other permanent items	548				901			—
Research and development credits	(2,514)				(751)			—
Change in valuation allowance	186,954				112			—
Tax receivable agreement revaluation	(20,462)				—			—
Change in State Tax Rate	1,349				—			—
Provision for (benefit from) income taxes	$	179,077			$	(601)		$	—
Effective tax rate	185.71		%	—	(0.40)		%	—		%

The significant components of the net deferred tax assets are as follows:



	December 31, 2022		December 31, 2021
Deferred tax assets
Investment in partnership	$	133,569	$	112,543
Tax receivable agreement	37,254		34,203
Net operating loss carryovers	12,453		4,694
Tax credit carryovers	3,679		751
Other	111		18
Total deferred tax asset	187,066		152,209
Less: valuation allowance	(187,066)		(112)
Net deferred tax asset	$	—	$	152,097

As of December 31, 2022, the Company had federal and state net operating loss carry forwards of approximately $43.2 million and $53.4 million, respectively, available to reduce future taxable income, if any. The federal net operating loss carries forward indefinitely and most of the state net operating losses will expire beginning in 2041. The Company also has foreign net operating loss carry forwards of approximately $0.1 million.

As of December 31, 2022, the Company had federal and California research credit carryforwards of $3.6 million and $1.3 million, respectively, available to reduce future tax. Federal tax credits begin to expire in 2041 and California credits carry forward indefinitely.

Utilization of the net operating loss and tax credit carryforwards may be subject to an annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended and similar state provisions. An

“ownership change” would occur for these purposes if one or more stockholders or groups of stockholders, who own at least 5% of the Company’s stock, increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. Utilization of federal net operating loss carryforwards is also limited to 80% of the Company’s taxable income in the year of deduction.

The Company’s deferred tax asset is primarily attributable to future tax amortization deductions of tax basis created from the Business Combination and future TRA payments. These deferred tax assets generally amortize over 15 years beginning on the payment date. Tax amortization deductions in excess of taxable income from operations result in a net operating loss, which can be carried forward indefinitely for federal tax purposes.

The Company assesses whether it is “more-likely-than-not” that it will realize its deferred tax assets (“DTAs”). The Company establishes a valuation allowance when available evidence indicates that it is more-likely-than-not that the deferred tax asset will not be realized. In assessing the need for a valuation allowance, the Company considers the amounts and timing of expected future deductions or carryforwards and sources of taxable income that may enable utilization. This includes an analysis of the Company’s current financial position, results of operations for the current and prior years and all currently available information about future years. This assessment and estimates require significant management judgement. The Company maintains an existing valuation allowance until enough positive evidence exists to support its reversal. Change in the amount or timing of expected future deductions or taxable income may have a material impact on the level of income tax valuation allowances.

Based on the weight of all available evidence, both positive and negative, the Company determined during the fourth quarter of 2022 that a full valuation allowance is required against its net DTAs. Management assessed the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. Significant pieces of negative evidence evaluated were the book operating loss incurred during the year ended December 31, 2022 and lowered forecasts. Accordingly, the valuation allowance increased by $187.0 million during the year ended December 31, 2022.

Payment under the tax receivable agreement liability was not probable resulting from the full valuation allowance and accordingly, substantially all of the tax receivable agreement liability was reversed. As of December 31, 2022, tax receivable agreement liability was $0.5 million, which is attributable to the 2022 taxable income. Resulting from the tax receivable agreement remeasurement, the Company recognized income for the change in tax receivable agreement liability of $142.4 million on the consolidated statements of operations for the year ended December 31, 2022.

The Company follows the provisions of FASB ASC 740-10, Accounting for Uncertainty in Income Taxes. ASC 740-10 prescribes a comprehensive model for the recognition, measurement, presentation and disclosure in financial statements of any uncertain tax positions that have been taken or expected to be taken on a tax return.

The following table reflects changes in the unrecognized tax benefits (in thousands):


	December 31, 2022		December 31, 2021

Gross amount of unrecognized tax benefits as of the beginning of the period	$	188	$	—
Decreases related to prior year tax provisions	—		—
Increases related to current year tax provisions	732		188
Gross amount of unrecognized tax benefits as of the end of the period	$	920	$	188

As of December 31, 2022, the Company has unrecognized tax benefits of approximately $0.9 million, which would affect its effective tax rate if recognized, and without consideration of valuation allowance. It is unlikely that the amount of liability for unrecognized tax benefits will significantly change over the next 12 months. It is the Company’s policy to include penalties and interest expense related to income taxes as a component of other expense and interest expense, respectively, as necessary.

The Company and its subsidiaries file income tax returns with the U.S. federal government, various U.S. states and several foreign jurisdictions. The Company’s U.S. federal and state tax returns remain open to examination for 2019 through 2022. In addition, tax returns remain open to examination in non-U.S. subsidiaries, including Canada.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Commitments and Contingencies (Details) - Employee Severance $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Employee Termination Costs [Roll Forward]
Unpaid employee termination costs, January 1, 2022	$ 0
Employee termination costs - severance and other cash costs	8,076
Total paid	(4,430)
Unpaid employee termination costs, December 31, 2022	$ 3,646

Equity (Details)	3 Months Ended	12 Months Ended
Equity (Details)	Dec. 31, 2022 vote shares	Dec. 31, 2022 vote shares	Dec. 31, 2021 shares	Jun. 15, 2021 shares
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)	75,000,000	75,000,000	75,000,000	75,000,000
Preferred stock, shares issued (in shares)	0	0	0
Preferred stock, shares outstanding (in shares)	0	0	0
WMH Units
Noncontrolling Interest [Line Items]
Noncontrolling interests, percent of outstanding units held	38.60%	38.60%
Class A Common Stock
Class of Stock [Line Items]
Votes per share \| vote	1
Class V Common Stock
Class of Stock [Line Items]
Votes per share \| vote		1

Earnings Per Share - Computation (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Numerator:
Net (loss) income	$ (82,651)	$ 152,218	$ 38,830
Less: net income attributable to WMH prior to the Business Combination	0	15,078
Less: net income attributable to noncontrolling interests after the Business Combination	33,338	76,757
Net (loss) income attributable to WM Technology, Inc. - basic	(115,989)	60,383
Effect of dilutive securities:
Change in fair value of Public and Private Placement Warrants, net of amounts attributable to noncontrolling interests	0	72,483
Net loss attributable to WM Technology, Inc. - diluted	$ (115,989)	$ (12,100)
Denominator:
Weighted average common shares outstanding - basic (in shares)	85,027,120	65,013,517
Weighted average common shares outstanding - diluted (in shares)	85,027,120	66,813,417
Public Warrants
Denominator:
Warrants (in shares)	0	1,153,782
Private Placement Warrant
Denominator:
Warrants (in shares)	0	646,118
Class A Common Stock
Denominator:
Weighted average common shares outstanding - basic (in shares)	85,027,120	65,013,517
Weighted average common shares outstanding - diluted (in shares)	85,027,120	66,813,417
Net (loss) income per share of Class A Common Stock:
Net (loss) income per Class A common share - basic (in dollars per share)	$ (1.36)	$ 0.93
Net (loss) income per share of Class A Common Stock:
Net loss per Class A common share - diluted (in dollars per share)	$ (1.36)	$ (0.18)

Prepaid Expenses and Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2022

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets as of December 31, 2022 and 2021 consisted of the following (in thousands):


	December 31, 2022		December 31, 2021
Prepaid insurance	$	2,869	$	6,419
Prepaid marketing	2,321		3,272
Prepaid software	2,762		2,088
Other prepaid expenses and other current assets	1,010		1,828
	$	8,962	$	13,607

Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Litigation

During the ordinary course of the Company’s business, it is subject to various claims and litigation. Management believes that the outcome of such claims or litigation will not have a material adverse effect on the Company’s financial position, results of operations or cash flow.

Employee Termination Costs

During the year ended December 31, 2022, the Company approved plans to reduce the workforce based on cost-reduction initiatives intended to reduce operating expenses and sharpen the Company’s focus on key growth priorities. The Company also incurred termination costs related to the departures of the Company’s former executives. The remainder of the unpaid employee termination costs is expected to be paid in 2023.

The following table provides a roll forward of employee termination costs:


	Year Ended December 31, 2022
Unpaid employee termination costs, January 1, 2022	$	—
Employee termination costs - severance and other cash costs	8,076
Total paid	(4,430)
Unpaid employee termination costs, December 31, 2022	$	3,646

Unpaid employee termination costs are included in accounts payable and accrued expenses on the consolidated balance sheets. Employee termination costs are included in general and administrative expenses on the consolidated statements of operations.

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Operating Loss Carryforwards [Line Items]
Amortization period	15 years
Valuation allowance, deferred tax asset, increase	$ 187,000
Tax receivable agreement liability	500	$ 128,567
Change in tax receivable agreement liability	(142,352)	0	$ 0
Unrecognized tax benefits	920	$ 188	$ 0
Federal
Operating Loss Carryforwards [Line Items]
Loss carry forward	43,200
Federal \| Research
Operating Loss Carryforwards [Line Items]
Tax credit carryforward	3,600
State
Operating Loss Carryforwards [Line Items]
Loss carry forward	53,400
State \| Research \| California
Operating Loss Carryforwards [Line Items]
Tax credit carryforward	1,300
International
Operating Loss Carryforwards [Line Items]
Loss carry forward	$ 100

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Schedule of Fair Value Liabilities Measured on Recurring Basis


	Level	December 31, 2022		December 31, 2021
Liabilities:
Warrant liability – Public Warrants	1	$	1,250	$	16,750
Warrant liability – Private Placement Warrants	3	840		10,710
Total warrant liability		$	2,090	$	27,460

Schedule of Derivative Liabilities at Fair Value

The following tables summarize the changes in the fair value of the warrant liabilities (in thousands):


	Year Ended December 31, 2022
	Public Warrants		Private Placement Warrants		Warrant Liabilities
Fair value, beginning of period	$	16,750	$	10,710	$	27,460

Change in valuation inputs or other assumptions	(15,500)		(9,870)		(25,370)
Fair value, end of period	$	1,250	$	840	$	2,090


	Year Ended December 31, 2021
	Public Warrants		Private Placement Warrants		Warrant Liabilities
Fair value, beginning of period	$	—	$	—	$	—
Warrant liability acquired	100,750		93,228		193,978
Change in valuation inputs or other assumptions	(84,000)		(82,518)		(166,518)
Fair value, end of period	$	16,750	$	10,710	$	27,460

Schedule of Fair Value Measurement Inputs and Valuation Techniques

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:


	December 31, 2022			December 31, 2021
Exercise price	$	11.50		$	11.50
Stock price	$	1.01		$	5.98
Volatility	82.3		%	52.4		%
Term (years)	3.46			4.46
Risk-free interest rate	4.17		%	1.18		%

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Business Acquisitions

The following table summarizes the components of consideration and the estimated fair value of assets acquired (in thousands):


Consideration Transferred:
Cash consideration (1)	$	697
Share consideration (2)	28,725
Total consideration	$	29,422

____________________________________


Estimated Assets Acquired and Liabilities Assumed:
Assets acquired:
Cash	$	118
Accounts receivable	835
Other current assets	37
Fixed assets	2,826
Software technology	825
Trade name	103
Customer relationships	3,631
Order Backlog	210
Goodwill	23,073
Total assets acquired	$	31,658

Liabilities assumed:
Accounts payable	$	(460)
Other current liabilities	(8)
Deferred revenue	(96)
Other liabilities	(22)
Long-term liabilities	(1,650)
Total liabilities assumed	$	(2,236)

Total net assets acquired	$	29,422

The following table summarizes the components of consideration and the fair value of assets acquired (in thousands):


Consideration Transferred:
Cash consideration (1)	$	5,000
Share consideration(2)	10,126
Total consideration	$	15,126


Assets Acquired:
Software technology	$	249
Trade name	59
Customer relationships	170
Goodwill	14,648
Total asset acquired	$	15,126

____________________________________

(1)Includes holdback of $1.0 million, which was paid during the second quarter of 2022.

The following table summarizes the components of consideration and the fair value of assets acquired (in thousands):


Consideration Transferred:
Cash consideration	$	12,000
Share consideration(1)	19,186
Total consideration	$	31,186


Assets Acquired and Liabilities Assumed:
Asset acquired:
Software technology	$	2,973
Trade name	217
Customer relationships	1,410
Goodwill	26,686
Total assets acquired	31,286

Liabilities assumed:
Other current liabilities	(100)
Total net assets acquired	$	31,186

___________________________________

Warrant Liability	12 Months Ended
Warrant Liability	Dec. 31, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Warrant Liability	Warrant Liability At December 31, 2022, there were 12,499,973 Public Warrants outstanding and 7,000,000 Private Placement Warrants outstanding. As part of Silver Spike’s initial public offering, 12,500,000 Public Warrants were sold. The Public Warrants entitle the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustments. The Public Warrants may be exercised only for a whole number of shares of Class A Common Stock. No fractional shares will be issued upon exercise of the warrants. The Public Warrants will expire at 5:00 p.m. New York City time on June 16, 2026, or earlier upon redemption or liquidation. The Public Warrants are listed on the NYSE under the symbol “MAPSW.” The Company may redeem the Public Warrants starting July 16, 2021, in whole and not in part, at a price of $0.01 per Public Warrant, upon not less than 30 days’ prior written notice of redemption to each holder of Public Warrants, and if, and only if, the reported last sales price of the Company’s Class A Common Stock equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalization and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Company sends the notice of redemption to the holders of Public Warrants. Simultaneously with Silver Spike’s initial public offering, Silver Spike consummated a private placement of 7,000,000 Private Placement Warrants with Silver Spike’s sponsor (“Silver Spike Sponsor”). Each Private Placement Warrant is exercisable for one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment. The Private Placement Warrants (including the shares of Class A Common Stock issuable upon exercise of the Private Placement Warrants) are not transferable, assignable or salable until 30 days after the completion of the Business Combination, subject to certain exceptions, and they are nonredeemable as long as they are held by Silver Spike Sponsor or its permitted transferees. Silver Spike Sponsor, as well as its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis and will have certain registration rights related to such Private Placement Warrants. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants. If the Private Placement Warrants are held by holders other than Silver Spike Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. The Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Class A Common Stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the Public Warrants will not be adjusted for issuances of shares of Class A Common Stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. The Private Placement Warrants are identical to the Public Warrants underlying the units sold in the initial public offering, except that the Private Placement Warrants and the Class A Common Stock issuable upon the exercise of the Private Placement Warrants were not transferable, assignable or salable until 30 days after the completion of the Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company concluded the Public Warrants and Private Placement Warrants, or the Warrants, meet the definition of a derivative under ASC 815- Derivatives and Hedging (as described in Note 2) and are recorded as liabilities. Upon the Closing, the fair value of the Warrants was recorded on the balance sheet. The fair value of the Warrants are remeasured as of each balance sheet date, which resulted in non-cash gains of $25.4 million and $166.5 million in the consolidated statements of operations for the years ended December 31, 2022 and 2021, respectively.

Business Combination (Tables)

12 Months Ended

Dec. 31, 2022

Reverse Recapitalization [Abstract]

Schedule of Reverse Recapitalization


	Business Combination
Cash - Silver Spike trust and cash, net of redemptions	$	254,203
Cash - PIPE Financing	325,000
Less: cash consideration paid to Legacy WMH equity holders	(455,182)
Less: transaction costs and advisory fees	(44,052)
Net proceeds from the Business Combination	79,969
Less: initial fair value of warrant liability recognized in the Business Combination	(193,978)
Add: transaction costs allocated to Warrants	5,547
Add: non-cash assets assumed from Silver Spike	1,053
Add: deferred tax asset	151,255
Less: tax receivable agreement liability	(128,567)
Net adjustment to total equity from the Business Combination	$	(84,721)

The number of shares of common stock issued immediately following the Closing:


						Number of Shares
Common stock, outstanding prior to the Business Combination						24,998,575
Less: redemption of shares of Silver Spike’s Class A common stock						10,012
Shares of Silver Spike’s Class A common stock						24,988,563
Shares of Class A Common Stock held by Silver Spike’s Sponsor						6,250,000
Shares of Class A Common Stock issued in the PIPE Financing						32,500,000
Shares of Class A Common Stock issued in the Business Combination						63,738,563
Shares of Class V Common Stock issued to Legacy WMH equity holders						65,502,347
Total shares of common stock issued in the Business Combination						129,240,910

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenues	$ 215,531	$ 193,146	$ 161,791
Operating expenses
Cost of revenues (exclusive of depreciation and amortization shown separately below)	15,407	7,938	7,630
Sales and marketing	82,624	56,119	30,716
Product development	50,520	35,395	27,142
General and administrative	125,104	97,447	51,127
Depreciation and amortization	11,498	4,425	3,978
Total operating expenses	285,153	201,324	120,593
Operating (loss) income	(69,622)	(8,178)	41,198
Other income (expenses)
Change in fair value of warrant liability	25,370	166,518	0
Change in tax receivable agreement liability	142,352	0	0
Other expense, net	(1,674)	(6,723)	(2,368)
Income before income taxes	96,426	151,617	38,830
Provision for (benefit from) income taxes	179,077	(601)	0
Net (loss) income	(82,651)	152,218	38,830
Net income attributable to noncontrolling interests	33,338	91,835	0
Net (loss) income attributable to WM Technology, Inc.	$ (115,989)	$ 60,383	$ 38,830
Class A Common Stock:
Weighted average basic shares outstanding - Class A (in shares)	85,027,120	65,013,517
Weighted average diluted shares outstanding - Class A (in shares)	85,027,120	66,813,417
Class A Common Stock
Class A Common Stock:
Basic (loss) income per share - Class A (in dollars per share)	$ (1.36)	$ 0.93
Diluted loss per share - Class A (in dollars per share)	$ (1.36)	$ (0.18)
Class A Common Stock:
Weighted average basic shares outstanding - Class A (in shares)	85,027,120	65,013,517
Weighted average diluted shares outstanding - Class A (in shares)	85,027,120	66,813,417

Income Taxes - Summary of Unrecognized Income Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Changes to company's unrecognized tax benefits
Gross amount of unrecognized tax benefits as of the beginning of the period	$ 188	$ 0
Decreases related to prior year tax provisions	0	0
Increases related to current year tax provisions	732	188
Gross amount of unrecognized tax benefits as of the end of the period	$ 920	$ 188

Stock-based Compensation - Stock-Based Compensation Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 23,493	$ 29,324
Amount capitalized to software development	1,667	1,099	$ 0
Total stock-based compensation cost	25,160	30,423
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	6,358	6,021
Product development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	5,260	5,103
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 11,875	$ 18,200

Business Combination - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		6 Months Ended	12 Months Ended
	Jun. 16, 2021	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Schedule Of Reverse Recapitalization [Line Items]
Cash consideration paid to Legacy WMH equity holders				$ 455,182
Common stock, shares outstanding (in shares)		129,240,910		129,240,910
Period of exchange agreement	180 days
Shares converted basis (in shares)	1
Net (loss) income attributable to WM Technology, Inc.		$ 137,100	$ (115,989)	$ 60,383	$ 38,830
Change in fair value of warrant liability			25,370	166,518	$ 0
Share-based compensation expense			$ 23,493	29,324
Add: transaction costs allocated to Warrants				$ 5,547
WMH LLC
Schedule Of Reverse Recapitalization [Line Items]
Contributions made	$ 80,300
Class A Common Stock
Schedule Of Reverse Recapitalization [Line Items]
Number of shares issued in transaction (in shares)	32,500,000
Price per share (in dollars per share)	$ 10.00
Consideration received on transaction	$ 325,000
Stock redeemed during period (in shares)	10,012
Cash consideration paid to Legacy WMH equity holders	$ 455,200
Common stock, shares outstanding (in shares)		65,677,361	92,062,468	65,677,361
Shares of Class A Common Stock issued in the Business Combination (in shares)		63,738,563
Payment to continuing members as percent of amount of tax benefit			85.00%
Class A Units
Schedule Of Reverse Recapitalization [Line Items]
Common stock, shares outstanding (in shares)	65,502,347
Class P Units
Schedule Of Reverse Recapitalization [Line Items]
Common stock, shares outstanding (in shares)	25,896,042
Class V Common Stock
Schedule Of Reverse Recapitalization [Line Items]
Common stock, shares outstanding (in shares)		65,502,347	55,486,361	65,502,347
Shares of Class A Common Stock issued in the Business Combination (in shares)	65,502,347

Summary of Significant Accounting Policies - Disaggregated Net Revenue by Major Source (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Total revenues	$ 215,531	$ 193,146	$ 161,791
Service
Disaggregation of Revenue [Line Items]
Total revenues	200,283	181,091	150,908
Weedmaps for Business and other SaaS solutions
Disaggregation of Revenue [Line Items]
Total revenues	50,662	42,611	15,939
Featured and deal listings
Disaggregation of Revenue [Line Items]
Total revenues	149,621	138,480	134,969
Other ad solutions
Disaggregation of Revenue [Line Items]
Total revenues	$ 15,248	$ 12,055	$ 10,883

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
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+ Details

Accounts Payable and Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2022

Payables and Accruals [Abstract]

Schedule of Accounts Payable and Accrued Expenses

Accounts payable and accrued liabilities as of December 31, 2022 and 2021 consisted of the following (in thousands):


	December 31, 2022		December 31, 2021
Accounts payable	$	4,341	$	4,298
Accrued employee expenses	24,074		10,088
Other accrued liabilities	5,220		8,769
	$	33,635	$	23,155

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Schedule of Accounts Receivable, Allowance for Credit Loss

The following table summarizes the changes in the allowance for doubtful accounts:


	Years Ended December 31,
	2022		2021		2020
Allowance, beginning of year	$	5,169	$	857	$	914
Addition to allowance	17,216		5,487		1,271
Write-off, net of recoveries	(10,153)		(1,175)		(1,328)
Allowance, end of year	$	12,232	$	5,169	$	857

Schedule of Disaggregation of Revenue

The following table summarizes the Company’s disaggregated net revenue information (in thousands):


	Years Ended December 31,
	2022		2021		2020




Weedmaps for Business and other SaaS solutions	$	50,662	$	42,611	$	15,939
Featured and deal listings	149,621		138,480		134,969
Subtotal	200,283		181,091		150,908

Other ad solutions	15,248		12,055		10,883
Total revenues	$	215,531	$	193,146	$	161,791

Schedule of Revenue from External Customers by Geographic Areas

The following table summarizes the Company’s U.S. and foreign revenues (in thousands):


	Years Ended December 31,
	2022		2021		2020
U.S. revenues	$	215,471	$	193,146	$	130,373
Foreign revenues	60		—		31,418
Total revenues	$	215,531	$	193,146	$	161,791

Fair Value Measurements - Quantitative Information (Details) $ in Thousands	Dec. 31, 2022 USD ($) $ / shares	Dec. 31, 2021 USD ($) $ / shares	Dec. 31, 2020 USD ($)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liability \| $	$ 2,090	$ 27,460	$ 0
Private Placement Warrant
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liability \| $	$ 840	$ 10,710	$ 0
Level 3 \| Private Placement Warrant \| Exercise price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input \| $ / shares	11.50	11.50
Level 3 \| Private Placement Warrant \| Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input \| $ / shares	1.01	5.98
Level 3 \| Private Placement Warrant \| Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.823	0.524
Level 3 \| Private Placement Warrant \| Term (years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, term	3 years 5 months 15 days	4 years 5 months 15 days
Level 3 \| Private Placement Warrant \| Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.0417	0.0118

Related Party Transactions (Details) - USD ($) $ in Thousands		7 Months Ended	12 Months Ended
	Mar. 16, 2023	Dec. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Silver Spike Sponsor
Related Party Transaction [Line Items]
Receivable, related parties		$ 1,100	$ 1,100	$ 1,100
Silver Spike Sponsor \| Subsequent Event
Related Party Transaction [Line Items]
Term	12 months
Interest rate	5.00%
Interest rate if defaulted	10.00%
Sublease Agreement
Related Party Transaction [Line Items]
Income on the sublease		69
Amount due to the subtenant		$ 100	100
Sublease income, net			$ 400

Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accounts payable	$ 4,341	$ 4,298
Accrued employee expenses	24,074	10,088
Other accrued liabilities	5,220	8,769
Accounts payable and accrued expenses	33,635	23,155
Short-Term insurance premium financing	1,500	4,200
Employee Severance
Restructuring Cost and Reserve [Line Items]
Restructuring reserve	$ 3,646	$ 0

Acquisitions - Transport Logistics Holding (Details) $ / shares in Units, $ in Thousands		3 Months Ended	12 Months Ended
	Sep. 29, 2021 USD ($) $ / shares shares	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) segment	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Assets Acquired:
Goodwill			$ 68,368	$ 45,295	$ 3,961
Holdback liability recognized in connection with acquisition			$ 98	$ 1,000	$ 0
Number of operating segments \| segment			1
TLH
Consideration Transferred:
Cash consideration	$ 5,000
Share consideration	10,126
Total consideration	15,126
Assets Acquired:
Goodwill	14,648
Total assets acquired	$ 15,126
Holdback liability recognized in connection with acquisition		$ 1,000
Share consideration (in shares) \| shares	694,540
Share price (in dollars per share) \| $ / shares	$ 14.58
TLH \| Software technology
Assets Acquired:
Intangibles	$ 249
TLH \| Trade name
Assets Acquired:
Intangibles	59
TLH \| Customer relationships
Assets Acquired:
Intangibles	$ 170

Leases - Cost Components (Details) - USD ($) $ in Thousands	12 Months Ended
Leases - Cost Components (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Operating lease cost	$ 7,537	$ 9,229
Variable lease cost	1,525	2,217
Operating lease cost	9,062	11,446
Short-term lease cost	12	88
Total lease cost, net	$ 9,074	$ 11,534	$ 11,100

Summary of Significant Accounting Policies - Revenue by Geographic Areas (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Total revenues	$ 215,531	$ 193,146	$ 161,791
U.S. revenues
Disaggregation of Revenue [Line Items]
Total revenues	215,471	193,146	130,373
Foreign revenues
Disaggregation of Revenue [Line Items]
Total revenues	$ 60	$ 0	$ 31,418

- Definition

+ References

+ Details