0001779474-23-000076 | 10-Q | XBRL Viewer

Commitments and Contingencies

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

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 following table provides a roll forward of employee termination costs:


	Nine Months Ended September 30, 2023
Unpaid employee termination costs, December 31, 2022	$	3,646
Employee termination costs - severance and other cash costs	194
Total paid	(3,701)
Unpaid employee termination costs, September 30, 2023	$	139

The unpaid employee termination costs are included in accounts payable and accrued expenses on the condensed consolidated balance sheets as of September 30, 2023 and is expected be paid in the fourth quarter of 2023. Employee termination costs are included in general and administrative expenses on the condensed consolidated statements of operations.

Stock-based Compensation - PRSU Stock Units Activity (Details) - PRSUs	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Number of RSUs
Beginning balance (in shares) \| shares	859,375
Granted (in shares) \| shares	0
Vested (in shares) \| shares	0
Forfeited (in shares) \| shares	(625,000)
Ending balance (in shares) \| shares	234,375
Weighted-average Grant Date Fair Value
Beginning balance (in dollars per share) \| $ / shares	$ 6.40
Granted (in dollars per share) \| $ / shares	0
Vested (in dollars per share) \| $ / shares	0
Forfeited (in dollars per share) \| $ / shares	6.40
Ending balance (in dollars per share) \| $ / shares	$ 6.40

Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Period (Years)	12 years 9 months 18 days	10 years 9 months 18 days
Gross Intangible Assets	$ 11,203	$ 20,572
Accumulated Amortization	(8,557)	(10,233)
Net Intangible Assets	$ 2,646	$ 10,339
Trade and domain names
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Period (Years)	14 years 10 months 24 days	14 years 4 months 24 days
Gross Intangible Assets	$ 7,315	$ 7,635
Accumulated Amortization	(4,945)	(4,699)
Net Intangible Assets	$ 2,370	$ 2,936
Software technology
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Period (Years)	8 years 10 months 24 days	6 years 10 months 24 days
Gross Intangible Assets	$ 3,718	$ 7,516
Accumulated Amortization	(3,569)	(4,413)
Net Intangible Assets	$ 149	$ 3,103
Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Period (Years)	8 years	11 years 6 months
Gross Intangible Assets	$ 170	$ 5,211
Accumulated Amortization	(43)	(921)
Net Intangible Assets	$ 127	$ 4,290
Order backlog
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Period (Years)		1 year
Gross Intangible Assets		$ 210
Accumulated Amortization		(200)
Net Intangible Assets		$ 10

Intangible Assets

9 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

Intangible assets consisted of the following as of September 30, 2023 and December 31, 2022 (in thousands):


	September 30, 2023
	Weighted Average Amortization Period (Years)	Gross Intangible Assets		Accumulated Amortization		Net Intangible Assets
Trade and domain names	14.9	$	7,315	$	(4,945)	$	2,370
Software technology	8.9	3,718		(3,569)		149
Customer relationships	8.0	170		(43)		127

Total intangible assets	12.8	$	11,203	$	(8,557)	$	2,646


	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

Amortization expense for intangible assets was $6.6 million and $0.7 million during the three months ended September 30, 2023 and 2022, respectively. Amortization expense for intangible assets was $7.7 million and $2.0 million during the nine months ended September 30, 2023 and 2022, respectively.

The Company recorded a non-cash intangible impairment charge of $6.1 million for the three and nine months ended September 30, 2023 related to certain product offerings expected to be sunset in December 2023, which is included in depreciation and amortization in the condensed consolidated statements of operations.

The estimated future amortization expense of intangible assets as of September 30, 2023 is as follows (in thousands):


Remaining period in 2023 (three months)	$	139
Year ended December 31, 2024	555
Year ended December 31, 2025	555
Year ended December 31, 2026	543
Year ended December 31, 2027	505
Thereafter	349
	$	2,646

Revenue from Contracts with Customers

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

Revenue from Contracts with Customers

Disaggregation of Revenue

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022




Weedmaps for Business and other SaaS solutions	$	10,877	$	12,383	$	33,847	$	38,093
Featured and deal listings	32,945		34,644		101,840		116,709
Subtotal	43,822		47,027		135,687		154,802

Other WM Ad solutions	3,903		3,473		10,897		11,444
Total net revenues	$	47,725	$	50,500	$	146,584	$	166,246

Deferred revenue primarily consists of billings or payments received in advance of revenue recognition from subscription offerings and is recognized as the revenue recognition criteria are met. Deferred revenue balance as of September 30, 2023 and December 31, 2022 was $6.1 million and $6.3 million, respectively, and the balance is expected to be fully recognized within the next twelve months.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

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+ Details

Intangible Assets - Amortization Expense (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Remaining period in 2023 (three months)	$ 139
Year ended December 31, 2024	555
Year ended December 31, 2025	555
Year ended December 31, 2026	543
Year ended December 31, 2027	505
Thereafter	349
Net Intangible Assets	$ 2,646	$ 10,339

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities
Net loss	$ (4,498)	$ (21,849)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	17,799	8,916
Change in fair value of warrant liability	780	(20,605)
Change in tax receivable agreement liability	689	0
Impairment of right-of-use asset and investment securities	0	1,317
Stock-based compensation	10,389	17,250
Deferred tax asset	0	(5,699)
Discharge of holdback obligation related to prior acquisition	(3,705)	0
Provision for doubtful accounts	4,862	14,867
Changes in operating assets and liabilities:
Accounts receivable	262	(13,125)
Prepaid expenses and other current assets	2,419	5,222
Other assets	21	(263)
Accounts payable and accrued expenses	(16,441)	5,008
Deferred revenue	(167)	(1,505)
Net cash provided by (used in) operating activities	12,410	(10,466)
Cash flows from investing activities
Purchases of property and equipment	(8,870)	(13,135)
Cash paid for acquisitions, net of cash acquired	0	(713)
Cash paid for acquisition holdback	0	(1,000)
Net cash used in investing activities	(8,870)	(14,848)
Cash flows from financing activities
Repayments of insurance premium financing	(1,450)	(5,832)
Distributions	(3,233)	(2,448)
Proceeds from repayment of related party note	286	0
Taxes paid related to net share settlement of equity awards	(5)	(13)
Net cash used in financing activities	(4,402)	(8,293)
Net decrease in cash	(862)	(33,607)
Cash – beginning of period	28,583	67,777
Cash – end of period	27,721	34,170
Supplemental disclosures of noncash investing and financing activities
Stock-based compensation capitalized for software development	959	1,266
Insurance premium financing	0	4,598
Issuance of equity for acquisitions	0	28,725
Holdback liability recognized in connection with prior acquisition	0	98
Capitalized assets included in accounts payable and accrued expenses	663	400
Accrued liabilities assumed in connection with acquisition	$ 0	$ 586

Fair Value Measurements

9 Months Ended

Sep. 30, 2023

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 September 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value (in thousands):


	Level	September 30, 2023		December 31, 2022
Liabilities:
Warrant liability – Public Warrants	1	$	1,750	$	1,250
Warrant liability – Private Placement Warrants	3	1,120		840
Total warrant liability		$	2,870	$	2,090

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


	Three Months Ended September 30, 2023						Nine Months Ended September 30, 2023
	Public Warrants		Private Placement Warrants		Warrant Liabilities		Public Warrants		Private Warrants		Warrant Liabilities
Fair value, beginning of period	$	1,500	$	910	$	2,410	$	1,250	$	840	$	2,090
Change in fair value	250		210		460		500		280		780
Fair value, end of period	$	1,750	$	1,120	$	2,870	$	1,750	$	1,120	$	2,870


	Three Months Ended September 30, 2022						Nine Months Ended September 30, 2022
	Public Warrants		Private Placement Warrants		Warrant Liabilities		Public Warrants		Private Warrants		Warrant Liabilities
Fair value, beginning of period	$	8,125	$	5,320	$	13,445	$	16,750	$	10,710	$	27,460
Change in fair value	(4,000)		(2,590)		(6,590)		(12,625)		(7,980)		(20,605)
Fair value, end of period	$	4,125	$	2,730	$	6,855	$	4,125	$	2,730	$	6,855

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 $1.8 million and $1.3 million as of September 30, 2023 and December 31, 2022, respectively.

Private Placement Warrants

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

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


	September 30, 2023			December 31, 2022
Exercise price	$	11.50		$	11.50
Stock price	$	1.32		$	1.01
Volatility	88.0		%	82.3		%
Term (years)	2.71			3.46
Risk-free interest rate	4.87		%	4.17		%

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 $1.1 million and $0.8 million as of September 30, 2023 and December 31, 2022, respectively.

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

Prepaid Expenses and Other Current Assets

9 Months Ended

Sep. 30, 2023

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

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets as of September 30, 2023 and December 31, 2022 consisted of the following (in thousands):


	September 30, 2023		December 31, 2022
Prepaid insurance	$	2,341	$	2,869
Prepaid marketing	389		2,321
Prepaid software	1,992		2,762
Other prepaid expenses and other current assets	2,172		1,010
	$	6,894	$	8,962

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.

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
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
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)	93,881,130	92,062,468
Common stock, shares outstanding (in shares)	93,881,130	92,062,468
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	55,486,361
Common stock, shares outstanding (in shares)	55,486,361	55,486,361

Summary of Significant Accounting Policies - Additional Information (Details)	3 Months Ended			9 Months Ended
	Sep. 30, 2023 USD ($) institution shares	Sep. 30, 2022 USD ($)	Mar. 31, 2022 USD ($)	Sep. 30, 2023 USD ($) segment institution shares	Sep. 30, 2022 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jun. 16, 2021 shares
Accounting Policies [Line Items]
Allowance of bad debt	$ 9,162,000	$ 13,874,000		$ 9,162,000	$ 13,874,000	$ 9,222,000	$ 12,232,000	$ 7,971,000	$ 5,169,000
Equity securities without readily determinable fair value	3,500,000			3,500,000			3,500,000
Impairment loss	0	0		0	0
Impairment charges	2,300,000	0		2,300,000	0
Goodwill impairment	0	0		0	0
Impairment of charges intangible assets	6,100,000	0		6,100,000	0
Lease, cost	2,200,000	2,300,000		6,600,000	7,100,000
Contra rent expense	500,000	500,000		1,600,000	1,300,000
Impairment of right-of-use asset and investment securities	$ 0	0		$ 0	600,000
Tax receivable agreement liabilities as percent of expected benefit	85.00%			85.00%
Tax receivable agreement, percent recorded in additional paid-in capital	15.00%			15.00%
Tax receivable agreement, liability	$ 1,200,000			$ 1,200,000			$ 500,000
Change in tax receivable agreement liability	(69,000)	0		(689,000)	0
Advertising expense	3,500,000	2,300,000		$ 8,100,000	12,600,000
Requisite service period				2 years
Defined contribution cost	900,000	700,000		$ 1,900,000	1,900,000
Discharge of holdback obligation related to prior acquisition	3,700,000			3,705,000	0
Benefit from income taxes	$ 0	$ (2,641,000)		$ 0	(5,699,000)
Impact of Tax Receivable Agreement due to exchanges of Units			$ 11,625,000
Number of operating segments \| segment				1
Number of reporting units \| segment				1
Number of financial institutions with cash balance exceeding FDIC limit \| institution	4			4
Deferred Income Tax Assets
Accounting Policies [Line Items]
Impact of Tax Receivable Agreement due to exchanges of Units					28,500,000
Tax Receivable Liability
Accounting Policies [Line Items]
Impact of Tax Receivable Agreement due to exchanges of Units					$ 14,300,000
Maximum
Accounting Policies [Line Items]
Employer matching contribution, percent of match				3.50%
Class A Common Stock, $0.0001 par value per share
Accounting Policies [Line Items]
Number of reportable segments \| segment				1
Minimum requirement for cash settlement as percent of stockholders										50.00%
Payment to continuing members as percent of amount of tax benefit	85.00%			85.00%
Public Warrants
Accounting Policies [Line Items]
Origination warrants (in shares) \| shares										12,499,993
Warrants outstanding (in shares) \| shares	12,499,973			12,499,973
Private Placement Warrants
Accounting Policies [Line Items]
Number of reportable segments \| segment				7,000,000
Warrants outstanding (in shares) \| shares	7,000,000			7,000,000
Computer equipment
Accounting Policies [Line Items]
Property and equipment, useful life	3 years			3 years
Furniture and fixtures
Accounting Policies [Line Items]
Property and equipment, useful life	7 years			7 years
Software Development [Member]
Accounting Policies [Line Items]
Property and equipment, useful life	3 years			3 years
Enhancements
Accounting Policies [Line Items]
Property and equipment, useful life	3 years			3 years
California \| Revenue Benchmark \| Geographic Concentration Risk
Accounting Policies [Line Items]
Concentration risk, percentage	52.00%	53.00%		54.00%	56.00%

Revenue from Contracts with Customers - Additional Information (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Deferred revenue	$ 6,090	$ 6,256

Business and Organization	9 Months Ended
Business and Organization	Sep. 30, 2023
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. (the “Company”) 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 U.S. states and U.S. territories legalized cannabis markets. The Company’s comprehensive business-to-consumer and business-to-business suite of products afford cannabis retailers and brands of all sizes integrated tools to compliantly run their businesses and to reach, convert, and retain consumers. 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 (“POS”), 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. 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 also offers other add-on products for additional fees. On June 16, 2021, WM Holding Company, LLC (when referred to in its pre-Business Combination capacity, “Legacy WMH” and following the Business Combination, “WMH LLC”) completed its previously announced business combination (the “Business Combination”) with Silver Spike Acquisition Corp (“Silver Spike”). In connection with the closing of the Business Combination (the “Closing”), Silver Spike changed its name to WM Technology, Inc.

Equity	9 Months Ended
Equity	Sep. 30, 2023
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 September 30, 2023, there were no shares of preferred stock issued or outstanding. Noncontrolling Interests The noncontrolling interest represents the Units held by holders other than the Company. As of September 30, 2023, the noncontrolling interests owned 38.5% 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.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 13
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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://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Summary of Significant Accounting Policies - Accounts Receivable (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Allowance, beginning of period	$ 9,222	$ 7,971	$ 12,232	$ 5,169
Addition to allowance	1,257	10,176	4,862	14,867
Write-off, net of recoveries	(1,317)	(4,273)	(7,932)	(6,162)
Allowance, end of period	$ 9,162	$ 13,874	$ 9,162	$ 13,874

Commitments and Contingencies (Details) $ in Thousands	9 Months Ended
Commitments and Contingencies (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Restructuring Reserve [Roll Forward]
Employee termination costs - severance and other cash costs	$ 194
Total paid	(3,701)
Employee Severance
Restructuring Reserve [Roll Forward]
Unpaid employee termination costs, December 31, 2022	3,646
Unpaid employee termination costs, September 30, 2023	$ 139

Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2023	Nov. 03, 2023
Entity Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
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 Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Current Fiscal Year End Date	--12-31
Entity Central Index Key	0001779474
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
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		93,881,130
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

Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Schedule of Employee Termination Costs

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


	Nine Months Ended September 30, 2023
Unpaid employee termination costs, December 31, 2022	$	3,646
Employee termination costs - severance and other cash costs	194
Total paid	(3,701)
Unpaid employee termination costs, September 30, 2023	$	139

Intangible Assets - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense for intangible assets	$ 6.6	$ 0.7	$ 7.7	$ 2.0
Impairment of charges intangible assets	$ 6.1	$ 0.0	$ 6.1	$ 0.0

Stock-based Compensation

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Stock-based Compensation

WM Holding Company, LLC Equity Incentive Plan

The Company accounted for the issuance of Class A-3 and Class B Units issued under the WM Holding Company, LLC Equity Incentive Plan in accordance with ASC 718 - Stock Based Compensation. The Company considered the limitation on the exercisability of the Class A-3 and Class B Units to be a performance condition and recorded compensation cost when it became probable that the performance condition would be met.

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

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

A summary of the Class P Unit activity for the nine months ended September 30, 2023 is as follows:


						Number of Units
Outstanding Class P Units, December 31, 2022						15,125,429
Cancellations						(64,302)
Exchanged for Class A Common Stock						(95,000)
Outstanding, Class P Units, September 30, 2023						14,966,127
Vested, September 30, 2023						14,853,794

As of September 30, 2023, unrecognized stock-based compensation expense for non-vested Class P Units was $0.3 million, which is expected to be recognized over a weighted-average period of 1.2 years. For the three months ended September 30, 2023 and 2022, the Company recorded stock-based compensation expense for the Class P Units of $0.1 million and $0.6 million, respectively. For the nine months ended September 30, 2023 and 2022, the Company recorded stock-based compensation expense for the Class P Units of $0.5 million and $1.8 million, respectively.

WM Technology, Inc. Equity Incentive Plan

In connection with the Business Combination, the Company adopted the WM Technology, Inc. 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan permits the granting of incentive stock options to employees and for the grant of nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of stock awards to employees, directors and consultants. As of September 30, 2023, 33,146,412 shares of Class A Common Stock were authorized for issuance pursuant to awards under the 2021 Plan. The number of shares of Class A Common stock reserved for issuance under the 2021 Plan will automatically increase on January 1 of each year for a period of ten years commencing on January 1, 2022 and ending on (and including) January 1, 2031, in an amount equal to five percent (5%) of the total number of shares of the Company’s capital stock outstanding on December 31 of the preceding year; provided, however that the Board may act prior to January 1st of a given year to provide that the increase for such year will be a lesser number of shares of Common Stock. As of September 30, 2023, 20,510,346 shares of Class A Common Stock were available for future issuance.

A summary of the restricted stock unit (“RSU”) activity for the nine months ended September 30, 2023 is as follows:


	Number of RSUs	Weighted-average Grant Date Fair Value
Non-vested at December 31, 2022	6,269,868	$	7.07
Granted	5,242,710	$	0.96
Vested	(1,775,434)	$	6.98
Forfeited	(2,563,436)	$	4.52
Non-vested at September 30, 2023	7,173,708	$	3.53

As of September 30, 2023, unrecognized stock-based compensation expense for non-vested RSUs was $24.1 million, which is expected to be recognized over a weighted-average period of 2.1 years. For the three months ended September 30, 2023 and 2022, the Company recorded stock-based compensation expense for the RSUs of $2.7 million and $5.3 million, respectively. For the nine months ended September 30, 2023 and 2022, the Company recorded stock-based compensation expense for the RSUs of $10.1 million and $15.8 million, respectively.

On January 5, 2023, the compensation committee of the Company’s board of directors granted the Company’s Executive Chair, Douglas Francis, an award of 481,927 RSU with an approximate value of $800,000, based on the average closing price of the Company’s Class A common stock for the 90-day period prior to the grant date (the “RSU Grant”), in recognition of his leadership of the Company’s executive team since August 2022. On May 8, 2023, Mr. Francis declined the RSU Grant and the RSUs were forfeited.

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 nine months ended September 30, 2023 is as follows:


	Number of PRSUs	Weighted-average Grant Date Fair Value
Non-vested at December 31, 2022	859,375	$	6.40
Granted	—	$	—
Vested	—	$	—
Forfeited	(625,000)	$	6.40
Non-vested at September 30, 2023	234,375	$	6.40

Based on the probability of attainment as of September 30, 2023, the unrecognized stock-based compensation expense for non-vested PRSUs was less than $0.1 million, which is expected to be recognized over a period of 0.3 years. For the three months ended September 30, 2023 and 2022, the Company recorded stock-based compensation credits for the PRSUs of $0.5 million and $4.2 million, respectively. For the nine months ended September 30, 2023 and 2022, the Company recorded stock-based compensation credits for the PRSUs of $0.2 million and $0.4 million, respectively.

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Sales and marketing	$	587	$	956	$	2,180	$	4,839
Product development	944		1,065		3,226		3,993
General and administrative	766		(382)		4,983		8,418
Total stock-based compensation expense	2,297		1,639		10,389		17,250
Amount capitalized to software development	365		337		959		1,266
Total stock-based compensation cost	$	2,662	$	1,976	$	11,348	$	18,516

Related Party Transactions	9 Months Ended
Related Party Transactions	Sep. 30, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions During the three months ended June 30, 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 September 30, 2023, the security deposit for the sublease of approximately $0.1 million is included in other long-term liabilities on the accompanying condensed balance sheets. As of September 30, 2023 and December 31, 2022, rent receivable was $0.7 million and $0.1 million, respectively, and these amounts are included in accounts receivable, net on the accompanying condensed consolidated balance sheets. For the three and nine months ended September 30, 2023, income on the sublease with a related party was $0.2 million and $0.5 million, respectively. For the three and nine months ended September 30, 2022, income on the sublease with a related party was approximately $0.2 million. The income on sublease is netted with rent expense and included in general and administrative expenses on the accompanying condensed 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. 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. As of September 30, 2023 and December 31, 2022, the outstanding balance of the note receivable was $0.8 million and $1.1 million, respectively. As of September 30, 2023, $0.4 million of the note receivable was included in prepaid expenses and other current assets and the other $0.4 million was included in other assets on the accompanying condensed balance sheets. As of December 31, 2022, $1.1 million of related party note receivable was included in other assets on the accompanying condensed consolidated balance sheets. For the three and nine ended September 30, 2023, interest income on the promissory note was less than $0.1 million, which is included in other income (expense), net on the accompanying condensed consolidated statements of operations.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 5
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Revenue from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue [Line Items]
Total net revenues	$ 47,725	$ 50,500	$ 146,584	$ 166,246
Weedmaps for Business and other SaaS solutions
Disaggregation of Revenue [Line Items]
Total net revenues	10,877	12,383	33,847	38,093
Featured and deal listings
Disaggregation of Revenue [Line Items]
Total net revenues	32,945	34,644	101,840	116,709
Subtotal
Disaggregation of Revenue [Line Items]
Total net revenues	43,822	47,027	135,687	154,802
Other WM Ad solutions
Disaggregation of Revenue [Line Items]
Total net revenues	$ 3,903	$ 3,473	$ 10,897	$ 11,444

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- 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
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

Intangible assets consisted of the following as of September 30, 2023 and December 31, 2022 (in thousands):


	September 30, 2023
	Weighted Average Amortization Period (Years)	Gross Intangible Assets		Accumulated Amortization		Net Intangible Assets
Trade and domain names	14.9	$	7,315	$	(4,945)	$	2,370
Software technology	8.9	3,718		(3,569)		149
Customer relationships	8.0	170		(43)		127

Total intangible assets	12.8	$	11,203	$	(8,557)	$	2,646


	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

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

The estimated future amortization expense of intangible assets as of September 30, 2023 is as follows (in thousands):


Remaining period in 2023 (three months)	$	139
Year ended December 31, 2024	555
Year ended December 31, 2025	555
Year ended December 31, 2026	543
Year ended December 31, 2027	505
Thereafter	349
	$	2,646

Prepaid Expenses and Other Current Assets (Tables)

9 Months Ended

Sep. 30, 2023

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 September 30, 2023 and December 31, 2022 consisted of the following (in thousands):


	September 30, 2023		December 31, 2022
Prepaid insurance	$	2,341	$	2,869
Prepaid marketing	389		2,321
Prepaid software	1,992		2,762
Other prepaid expenses and other current assets	2,172		1,010
	$	6,894	$	8,962

Warrant Liability	9 Months Ended
Warrant Liability	Sep. 30, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Warrant Liability	Warrant Liability At September 30, 2023, 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 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 a non-cash loss of $0.5 million and $0.8 million in the condensed consolidated statements of operations for the three and nine months ended September 30, 2023, respectively, and a non-cash gains of $6.6 million and $20.6 million in the condensed consolidated statements of operations for the three and nine months ended September 30, 2022, respectively.

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2023

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 condensed consolidated financial statements. Such condensed 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 accounting principles generally accepted in the United States of America (“GAAP”), in all material respects, and have been consistently applied in preparing the accompanying condensed consolidated financial statements.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and Article 10-1 of Regulation S-X. Accordingly, certain information and footnotes required by GAAP in annual financial statements have been omitted or condensed and these interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 16, 2023. The condensed consolidated financial statements of the Company include all adjustments of a normal recurring nature which, in the opinion of management, are necessary for a fair statement of the Company’s financial position as of September 30, 2023, and results of its operations and its cash flows for the interim periods presented. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the entire year. There have been no significant changes in the Company’s accounting policies from those described in the Company’s annually audited consolidated financial statements and the related notes to those statements.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of WM Technology, Inc. and WMH 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 three and nine months ended September 30, 2023 and 2022.

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 interim condensed 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 doubtful accounts, 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 (“TRA”) liability, revenue recognition, performance and stock-based compensation and the recognition and contingent liabilities.

Risks and Uncertainties

The Company operates in a relatively new industry where laws and regulations vary significantly by jurisdiction. Currently, thirty-nine states, the District of Columbia, Puerto Rico, the Virgin Islands, and Guam have legalized some form of cannabis use for certain medical purposes. Twenty-three of those states, the District of Columbia, Guam, and Northern Mariana have legalized cannabis for adults for non-medical purposes as well (sometimes referred to as adult or recreational use). Eight additional states have legalized forms of low-potency cannabis, for select medical conditions. Only three states continue to prohibit cannabis entirely. 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 can be 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 local markets. Historically, the Company’s business operations have been located primarily in the State of California. For three months ended September 30, 2023, approximately 52% of the Company’s revenue originated in California compared with 53% for the three months ended September 30, 2022 and for the nine months ended September 30, 2023, approximately 54% of the Company’s revenue originated in California compared with 56% for the nine months ended September 30, 2022.

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. See Note 5 for additional information on liabilities measured at fair value.

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

A receivable is recorded when an unconditional right to invoice and receive payment exists. Accounts receivable primarily include amounts related to receivables from customers. Receivables are shown net of allowance for doubtful accounts which is maintained at a level that management believes to be sufficient to absorb estimated losses in the accounts receivable portfolio.

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 trade receivables that have similar risk characteristics. For 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 allowance for doubtful account balances of $9.2 million and $12.2 million as of September 30, 2023 and December 31, 2022, respectively.

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


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Allowance, beginning of period	$	9,222	$	7,971	$	12,232	$	5,169
Addition to allowance	1,257		10,176		4,862		14,867
Write-off, net of recoveries	(1,317)		(4,273)		(7,932)		(6,162)
Allowance, end of period	$	9,162	$	13,874	$	9,162	$	13,874

Investments 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 September 30, 2023 and December 31, 2022, the carrying value of the Company’s investments in equity securities without a readily determinable fair value was $3.5 million, which is recorded within other assets on the Company’s condensed 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 and the impairment charge is included in general and administrative expenses in the accompanying condensed consolidated statements of operations. No impairments to investments in equity securities were recorded during the three and nine months ended September 30, 2023 and 2022.

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 three years for computer equipment, seven years for furniture and fixtures. Leasehold improvements are amortized using the straight-line method over the shorter of their estimated useful lives or the remaining term of the related lease. 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 condensed consolidated statements 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 assesses 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. The Company recorded an impairment charge of $2.3 million for the three and nine months ended September 30, 2023 related to property and equipment associated with certain product offerings expected to be sunset in December 2023, which is included in depreciation and amortization in the condensed consolidated statements of operations. No impairments to property and equipment were recorded during the three and nine months ended September 30, 2022.

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 as of December 31 or whenever events or circumstances indicate a likely reduction in the fair value of a reporting unit below its carrying amount such as changes in the business climate, poor indicators of operating performance or the sale or disposition of a significant portion of a reporting unit.

In testing for goodwill impairment, the Company may elect to utilize a qualitative assessment to evaluate 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 were recorded for the three and nine months ended September 30, 2023 and 2022.

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. The Company recorded an impairment charge of $6.1 million for the three and nine months ended September 30, 2023 related to intangible assets associated with certain product offerings expected to be sunset in December 2023, which is included in depreciation and

amortization in the condensed consolidated statements of operations. There were no intangible asset impairment charges recorded for the three and nine months ended September 30, 2022.

Leases

The Company classifies arrangements meeting the definition of a lease as operating or financing leases, and leases are recorded on the condensed consolidated balance sheets 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 as an accounting policy election, and instead recognizes rent expense on a straight-line basis over the lease term.

Total lease costs, net, for the three months ended September 30, 2023 and 2022 were $2.2 million and $2.3 million, respectively. Total lease costs, net, for the nine months ended September 30, 2023 and 2022 were $6.6 million and $7.1 million, respectively.

Sublease rental income is recognized as a reduction to the related lease expense on a straight-line basis over the sublease term. For both the three months ended September 30, 2023 and 2022, contra rent expense was $0.5 million. For the nine months ended September 30, 2023 and 2022, contra rent expense was $1.6 million and $1.3 million, respectively.

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 three and nine months ended September 30, 2023 and the three months ended September 30, 2022, the Company recognized no impairment charge related to ROU assets. During the nine months ended September 30, 2022, the Company recognized an impairment charge of $0.6 million related to certain ROU assets reducing the carrying values of the lease assets to their estimated fair values. The fair values 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 condensed consolidated statements of operations.

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 September 30, 2023, 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 condensed 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 condensed 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 (as defined below). 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 (expense), net on the condensed consolidated statements of operations. As of September 30, 2023 and December 31, 2022, the TRA liability was $1.2 million and $0.5 million, respectively. During the three and nine months ended September 30, 2023, the Company recognized a loss of $0.1 million and $0.7 million, respectively, related to the remeasurement of its TRA liability. See Income Taxes below for information related to the Company’s allowance against its net deferred tax assets.

Revenue Recognition

The Company recognizes revenue when the fundamental criteria for revenue recognition are met. The Company recognizes revenue by applying the following five 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’s revenues are derived primarily from monthly subscriptions to Weedmaps for Business and other SaaS solutions, featured and deal listings and other WM Ad solutions. The Company’s Weedmaps for Business subscriptions and other SaaS solutions generally have one-month terms that automatically renew unless notice of cancellation is provided in advance. Featured and deal listings and other WM Ad solutions are offered as add-on products to the Weedmaps for Business and other SaaS solution subscriptions. Featured and deal listings provide customers with premium placement ad solutions and discount and promotion pricing tools. Other WM Ad solutions includes banner ads and promotion tiles on the Company’s marketplace ad as well as other advertising products on and off the Weedmaps marketplace. The Company has a fixed inventory of featured listing and display advertising in each market, and price is generally determined through a competitive auction process that reflects local market demand. Revenues for these arrangements are recognized over-time, generally during a month-to-month subscription period as the 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.

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

Cost of Revenues (Exclusive of Depreciation and Amortization)

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

Product Development Costs

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

Advertising

The Company expenses the cost of advertising in the period incurred. Advertising expense totaled $3.5 million and $2.3 million for the three months ended September 30, 2023 and 2022, respectively, and $8.1 million and $12.6 million for the nine months ended September 30, 2023 and 2022, respectively, and are included in sales and marketing expense in the accompanying condensed consolidated statements of operations.

Stock-Based Compensation

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

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 Company’s 401(k) plan, participating U.S. employees may contribute a portion of their eligible earnings, subject to applicable U.S. Internal Revenue Service and plan limits. The Company matches up to 3.5% of the employee’s eligible compensation, vested upon two years of service. For the three months ended September 30, 2023 and 2022, the Company recognized an expense of $0.9 million and $0.7 million, respectively, and for the nine months ended September 30, 2023 and 2022, the Company recognized an expense of $1.9 million and $1.9 million, respectively, related to employer contributions for the Company’s 401(k) plan.

Other Income (Expense), net

Other income (expense), net consists primarily of gain resulting from the discharge of a holdback obligation related to a prior acquisition, change in fair value of warrant liability and TRA liability remeasurement, political contributions, interest income, interest expense, financing fees and other tax related expenses. The Company recorded a non-cash gain of $3.7 million during the three and nine months ended September 30, 2023 resulting from the discharge of a holdback obligation related to a prior acquisition.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes under ASC 740 - Income Taxes. Under the guidance, deferred tax assets and liabilities are recognized for the future tax consequences of (i) temporary differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities and (ii) operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are based on enacted tax rates applicable to the future period when those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period the rate change is enacted.

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

amount or timing of expected future deductions or taxable income may have a material impact on the level of income tax valuation allowances.

Based on the weight of all available evidence, both positive and negative, the Company determined during the three months ended December 31, 2022 that a full valuation allowance was required against its net deferred tax assets. 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 at the time. The Company maintains an existing valuation allowance until enough positive evidence exists to support its reversal. Payment under the TRA liability was not probable resulting from the full valuation allowance and accordingly, substantially all of the TRA liability was reversed. As of September 30, 2023 and December 31, 2022, the TRA liability was $1.2 million and $0.5 million, respectively.

The tax provision for interim periods is determined using an estimate of the Company's annual effective tax rate, adjusted for discrete items, if any, that arise during the period. Each quarter, the Company updates its estimate of its annual effective tax rate, and if the estimated annual effective tax rate changes, the Company makes a cumulative adjustment in such period. The quarterly tax provision, and estimate of the Company's annual effective tax rate, is subject to variation due to several factors, including variability in pre-tax income (or loss), revaluations of the warrant liability, changes in flow-through income not subject to tax, valuation allowances and tax law developments.

As a result of the Business Combination, WM Technology, Inc. became the sole managing member of WMH LLC, which is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, WMH LLC is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by WMH LLC is passed through to and included in the taxable income or loss of its members, including WM Technology, Inc. following the Business Combination, on a pro rata basis. WM Technology, Inc. is subject to U.S. federal income taxes, in addition to state and local income taxes with respect to its allocable share of any taxable income of WMH LLC following the Business Combination. The Company is also subject to taxes in foreign jurisdictions.

WMH LLC will generally be required from time to time to make pro rata distributions in cash to the Company and the other holders of WMH Units at certain assumed tax rates in amounts that are intended to be sufficient to cover the taxes on the Company’s and the other WMH equity holders’ respective allocable shares of the taxable income of WMH LLC.

For the three and nine months ended September 30, 2023, the Company recorded zero income tax provision due to the impact of the full valuation allowance on its net deferred assets. For the three and nine months ended September 30, 2022, the Company recorded an income tax benefit of $2.6 million and $5.7 million, respectively. The income tax benefit for three and nine months ended September 30, 2022 was the result of the tax benefit of the Company's pro rata share of losses and tax credits flowing through from WMH LLC. The effective tax rates differ from the federal statutory rate of 21% primarily due to the impact of valuation allowances, warrant valuations, non-controlling interests represented by the portion of the flow-through income not subject to tax, permanent stock-based compensation and state taxes.

During the nine months ended September 30, 2022, the Company acquired additional interests in WMH, LLC (“LLC Interests”) in connection with the exchange of LLC Interests, and activity relating to the Company’s stock compensation plan. The Company recognized a deferred tax asset in the amount of $28.5 million associated with the basis difference in its investment in WMH, LLC upon acquisition of these LLC Interests, some of which are related to the additional tax basis increases generated from expected future payments under the TRA, some of which are partially offset by the TRA liability amount of $14.3 million, and these amounts were recorded through equity.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company does not believe it has any uncertain income tax positions that are more-likely-than-not to materially affect its condensed consolidated financial statements.

Segment Reporting

The Company has identified one business segment which management also considers to be one reporting unit as the Company’s chief operating decision maker allocates resources, assesses performance and manages the businesses as one segment.

Earnings (Loss) Per Share

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

Diluted income (loss) per share is computed giving effect to all potential weighted-average dilutive shares for the period. The dilutive effect of outstanding awards or financial instruments, if any, is reflected in diluted income (loss) per share by application of the treasury stock method or if-converted method, as applicable. Potential common shares are excluded from the calculation of diluted EPS in the event they are antidilutive or subject to performance conditions for which the necessary conditions have not been satisfied by the end of the reporting period. See Note 12 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 limit. As of September 30, 2023, 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.

Related Party Transactions (Details) - USD ($) $ in Thousands		1 Months Ended	3 Months Ended		9 Months Ended
	Mar. 16, 2023	Jun. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Related Party Transaction [Line Items]
Other long-term liabilities			$ 1,323		$ 1,323		$ 2,302
Accounts receivable, net			12,314		12,314		17,438
Related Party
Related Party Transaction [Line Items]
Term	12 months
Interest rate	5.00%
Interest rate if defaulted	10.00%
Accounts receivable, net			800		800		1,100
Interest income			100		100
Related Party \| Prepaid Expenses and Other Current Assets
Related Party Transaction [Line Items]
Accounts receivable, net			400		400
Related Party \| Other Assets
Related Party Transaction [Line Items]
Accounts receivable, net			400		400		1,100
Related Party \| Sublease Agreement
Related Party Transaction [Line Items]
Other long-term liabilities			100		100
Sublease income, net			200	$ 200	500	$ 200
Related Party \| Sublease Agreement \| Other Current Assets
Related Party Transaction [Line Items]
Rents received, related party			$ 700		$ 700		$ 100
Related Party \| Sublease Agreement \| After Rent Abatement Period for First Four Months
Related Party Transaction [Line Items]
Income on the sublease		$ 69

Equity (Details)	9 Months Ended
Equity (Details)	Sep. 30, 2023 vote shares	Dec. 31, 2022 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
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
WMH Units
Noncontrolling Interest [Line Items]
Noncontrolling interests, percent of outstanding units held	38.50%
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

Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid insurance	$ 2,341	$ 2,869
Prepaid marketing	389	2,321
Prepaid software	1,992	2,762
Other prepaid expenses and other current assets	2,172	1,010
Prepaid expenses and other current assets	$ 6,894	$ 8,962

Stock-based Compensation - Stock-Based Compensation Costs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 2,297	$ 1,639	$ 10,389	$ 17,250
Amount capitalized to software development	365	337	959	1,266
Total stock-based compensation cost	2,662	1,976	11,348	18,516
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	587	956	2,180	4,839
Product development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	944	1,065	3,226	3,993
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 766	$ (382)	$ 4,983	$ 8,418

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Earnings Per Share - Computation (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Numerator:
Net loss	$ (2,512)	$ 1,983	$ (3,969)	$ (10,464)	$ 19,848	$ (31,233)	$ (4,498)	$ (21,849)
Less: net loss attributable to noncontrolling interests	(974)			(5,300)			(1,711)	(14,484)
Class A Common Stock
Numerator:
Net loss attributable to WM Technology, Inc. Class A Common Stock - basic	(1,538)			(5,164)			(2,787)	(7,365)
Net loss attributable to WM Technology, Inc. Class A Common Stock - diluted	$ (1,538)			$ (5,164)			$ (2,787)	$ (7,365)
Denominator:
Weighted average of shares of Class A common stock outstanding - basic (in shares)	93,651,871			89,552,914			92,947,191	82,872,137
Weighted average of shares of Class A common stock outstanding - diluted (in shares)	93,651,871			89,552,914			92,947,191	82,872,137
Net income (loss) per share of Class A common stock - basic (in dollars per share)	$ (0.02)			$ (0.06)			$ (0.03)	$ (0.09)
Net income (loss) per share of Class A common stock - diluted (in dollars per share)	$ (0.02)			$ (0.06)			$ (0.03)	$ (0.09)

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets
Cash	$ 27,721	$ 28,583
Accounts receivable, net	12,314	17,438
Prepaid expenses and other current assets	6,894	8,962
Total current assets	46,929	54,983
Property and equipment, net	24,660	24,928
Goodwill	68,368	68,368
Intangible assets, net	2,646	10,339
Right-of-use assets	27,781	31,447
Other assets	8,310	8,970
Total assets	178,694	199,035
Current liabilities
Accounts payable and accrued expenses	17,731	33,635
Deferred revenue	6,090	6,256
Operating lease liabilities, current	6,867	6,334
Tax receivable agreement liability, current	400	0
Other current liabilities	0	98
Total current liabilities	31,088	46,323
Operating lease liabilities, non-current	27,842	33,043
Tax receivable agreement liability, non-current	789	500
Warrant liability	2,870	2,090
Other long-term liabilities	1,323	2,302
Total liabilities	63,912	84,258
Commitments and contingencies (Note 3)
Stockholders’ equity
Preferred Stock - $0.0001 par value; 75,000,000 shares authorized; no shares issued and outstanding at September 30, 2023 and December 31, 2022	0	0
Additional paid-in capital	77,339	67,986
Accumulated deficit	(57,407)	(54,620)
Total WM Technology, Inc. stockholders’ equity	19,946	13,380
Noncontrolling interests	94,836	101,397
Total stockholders’ equity	114,782	114,777
Total liabilities and stockholders’ equity	178,694	199,035
Class A Common Stock
Stockholders’ equity
Common Stock	9	9
Class V Common Stock
Stockholders’ equity
Common Stock	$ 5	$ 5

Warrant Liability (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		9 Months Ended
	Jul. 16, 2021	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Jun. 16, 2021
Derivative [Line Items]
Unit price (in dollars per share)		$ 11.50		$ 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		$ (460)	$ 6,590	$ (780)	$ 20,605
Common Stock
Derivative [Line Items]
Stock price trigger (in dollars per share)	$ 18.00
Public Warrants
Derivative [Line Items]
Warrants outstanding (in shares)		12,499,973		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		$ (250)	4,000	$ (500)	12,625
Private Placement Warrants
Derivative [Line Items]
Warrants outstanding (in shares)		7,000,000		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		$ (210)	$ 2,590	$ (280)	$ 7,980
Class A Common Stock
Derivative [Line Items]
Number of ordinary shares called by each warrant (in shares)		1		1
Exercise price of warrant (in dollars per share)	$ 11.50					$ 11.50

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Schedule of Accounts Receivable, Allowance for Credit Loss

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


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Allowance, beginning of period	$	9,222	$	7,971	$	12,232	$	5,169
Addition to allowance	1,257		10,176		4,862		14,867
Write-off, net of recoveries	(1,317)		(4,273)		(7,932)		(6,162)
Allowance, end of period	$	9,162	$	13,874	$	9,162	$	13,874

CONDENSED 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
Beginning balance (in shares) at Dec. 31, 2021									65,677,361			65,502,347
Beginning balance at Dec. 31, 2021	$ 131,940					$ 63,556			$ 7			$ 7		$ 2,173			$ 61,369	$ 68,384
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	7,927					7,246								7,246				681
Issuance of common stock - vesting of restricted stock units, net of shares withheld for taxes (in shares)									879,284
Issuance of common stock - vesting of restricted stock units, net of shares withheld for taxes	(13)					(6)								(6)				(7)
Issuance of common stock for acquisitions	28,725					12,836								12,836				15,889
Issuance of common stock for acquisitions (in shares)									4,721,706
Issuance of common stock Unit exchange (in shares)										4,295,574	7,525,045		(4,295,574)
Issuance of common stock Unit exchange		$ 0	$ 0				$ 3,669	$ 6,427		$ 1			$ (1)		$ 3,669	$ 6,427			$ (3,669)	$ (6,427)
Issuance of common stock - warrants exercised (in shares)									20
Impact of Tax Receivable Agreement due to exchanges of Units	11,625					11,625								11,625
Net (loss) income	(31,233)					(13,893)											(13,893)	(17,340)
Ending balance (in shares) at Mar. 31, 2022									83,098,990			61,206,773
Ending balance at Mar. 31, 2022	148,971					91,460			$ 8			$ 6		43,970			47,476	57,511
Beginning balance (in shares) at Dec. 31, 2021									65,677,361			65,502,347
Beginning balance at Dec. 31, 2021	131,940					63,556			$ 7			$ 7		2,173			61,369	68,384
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock for acquisitions	28,725
Net (loss) income	(21,849)
Ending balance (in shares) at Sep. 30, 2022									90,372,205			56,066,624
Ending balance at Sep. 30, 2022	169,037					115,393			$ 9			$ 5		61,375			54,004	53,644
Beginning balance (in shares) at Mar. 31, 2022									83,098,990			61,206,773
Beginning balance at Mar. 31, 2022	148,971					91,460			$ 8			$ 6		43,970			47,476	57,511
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	8,613					8,015								8,015				598
Issuance of common stock - vesting of restricted stock units, net of shares withheld for taxes (in shares)									543,118
Issuance of common stock - vesting of restricted stock units, net of shares withheld for taxes	0
Distributions	(1,790)																	(1,790)
Issuance of common stock Unit exchange (in shares)										4,740,760	453,460		(4,740,760)
Issuance of common stock Unit exchange		0	0				4,436	432		$ 1			$ (1)		4,436	432			(4,436)	(432)
Impact of Tax Receivable Agreement due to exchanges of Units		2,282					2,282								2,282
Net (loss) income	19,848					11,692											11,692	8,156
Ending balance (in shares) at Jun. 30, 2022									88,836,328			56,466,013
Ending balance at Jun. 30, 2022	177,924					118,317			$ 9			$ 5		59,135			59,168	59,607
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	1,976					1,409								1,409				567
Issuance of common stock - vesting of restricted stock units, net of shares withheld for taxes (in shares)									915,544
Issuance of common stock - vesting of restricted stock units, net of shares withheld for taxes	0
Distributions	(658)																	(658)
Issuance of common stock Unit exchange (in shares)										399,389	220,944		(399,389)
Issuance of common stock Unit exchange		0	0				367	205		$ 0			$ 0		367	205			$ (367)	(205)
Impact of Tax Receivable Agreement due to exchanges of Units		$ 259					$ 259								$ 259
Net (loss) income	(10,464)					(5,164)											(5,164)	(5,300)
Ending balance (in shares) at Sep. 30, 2022									90,372,205			56,066,624
Ending balance at Sep. 30, 2022	169,037					115,393			$ 9			$ 5		61,375			54,004	53,644
Beginning balance (in shares) at Dec. 31, 2022				92,062,468	55,486,361				92,062,468			55,486,361
Beginning balance at Dec. 31, 2022	114,777					13,380			$ 9			$ 5		67,986			(54,620)	101,397
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	4,681					4,396								4,396				285
Issuance of common stock - vesting of restricted stock units, net of shares withheld for taxes (in shares)									475,510
Distributions	(250)																	(250)
Issuance of common stock Unit exchange (in shares)											35,488
Issuance of common stock Unit exchange			0					62								62				(62)
Net (loss) income	(3,969)					(2,475)											(2,475)	(1,494)
Ending balance (in shares) at Mar. 31, 2023									92,573,466			55,486,361
Ending balance at Mar. 31, 2023	115,239					15,363			$ 9			$ 5		72,444			(57,095)	99,876
Beginning balance (in shares) at Dec. 31, 2022				92,062,468	55,486,361				92,062,468			55,486,361
Beginning balance at Dec. 31, 2022	114,777					13,380			$ 9			$ 5		67,986			(54,620)	101,397
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock for acquisitions	0
Net (loss) income	(4,498)
Ending balance (in shares) at Sep. 30, 2023				93,881,130	55,486,361				93,881,130			55,486,361
Ending balance at Sep. 30, 2023	114,782					19,946			$ 9			$ 5		77,339			(57,407)	94,836
Beginning balance (in shares) at Mar. 31, 2023									92,573,466			55,486,361
Beginning balance at Mar. 31, 2023	115,239					15,363			$ 9			$ 5		72,444			(57,095)	99,876
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	4,005					3,908								3,908				97
Issuance of common stock - vesting of restricted stock units, net of shares withheld for taxes (in shares)									842,178
Issuance of common stock - vesting of restricted stock units, net of shares withheld for taxes	(1)					(1)								(1)
Distributions	(752)																	(752)
Net (loss) income	1,983					1,226											1,226	757
Ending balance (in shares) at Jun. 30, 2023									93,415,644			55,486,361
Ending balance at Jun. 30, 2023	120,474					20,496			$ 9			$ 5		76,351			(55,869)	99,978
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	2,662					2,587								2,587				75
Discharge of holdback obligation related to prior acquisition	(3,607)					(1,612)								(1,612)				(1,995)
Issuance of common stock - vesting of restricted stock units, net of shares withheld for taxes (in shares)									455,820
Issuance of common stock - vesting of restricted stock units, net of shares withheld for taxes	(4)					(4)								(4)
Distributions	(2,231)																	(2,231)
Issuance of common stock Unit exchange (in shares)											9,666
Issuance of common stock Unit exchange			$ 0					$ 17								$ 17				$ (17)
Net (loss) income	(2,512)					(1,538)											(1,538)	(974)
Ending balance (in shares) at Sep. 30, 2023				93,881,130	55,486,361				93,881,130			55,486,361
Ending balance at Sep. 30, 2023	$ 114,782					$ 19,946			$ 9			$ 5		$ 77,339			$ (57,407)	$ 94,836

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and Article 10-1 of Regulation S-X. Accordingly, certain information and footnotes required by GAAP in annual financial statements have been omitted or condensed and these interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 16, 2023. The condensed consolidated financial statements of the Company include all adjustments of a normal recurring nature which, in the opinion of management, are necessary for a fair statement of the Company’s financial position as of September 30, 2023, and results of its operations and its cash flows for the interim periods presented. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the entire year. There have been no significant changes in the Company’s accounting policies from those described in the Company’s annually audited consolidated financial statements and the related notes to those statements.
Principles of Consolidation	Principles of Consolidation The condensed consolidated financial statements include the accounts of WM Technology, Inc. and WMH 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 three and nine months ended September 30, 2023 and 2022.
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 interim condensed 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 doubtful accounts, 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 (“TRA”) liability, revenue recognition, performance and stock-based compensation and the recognition and 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, thirty-nine states, the District of Columbia, Puerto Rico, the Virgin Islands, and Guam have legalized some form of cannabis use for certain medical purposes. Twenty-three of those states, the District of Columbia, Guam, and Northern Mariana have legalized cannabis for adults for non-medical purposes as well (sometimes referred to as adult or recreational use). Eight additional states have legalized forms of low-potency cannabis, for select medical conditions. Only three states continue to prohibit cannabis entirely. 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 can be 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 local markets. Historically, the Company’s business operations have been located primarily in the State of California. For three months ended September 30, 2023, approximately 52% of the Company’s revenue originated in California compared with 53% for the three months ended September 30, 2022 and for the nine months ended September 30, 2023, approximately 54% of the Company’s revenue originated in California compared with 56% for the nine months ended September 30, 2022.
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. See Note 5 for additional information on liabilities measured at fair value. 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 A receivable is recorded when an unconditional right to invoice and receive payment exists. Accounts receivable primarily include amounts related to receivables from customers. Receivables are shown net of allowance for doubtful accounts which is maintained at a level that management believes to be sufficient to absorb estimated losses in the accounts receivable portfolio. 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 trade receivables that have similar risk characteristics. For 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 allowance for doubtful account balances of $9.2 million and $12.2 million as of September 30, 2023 and December 31, 2022, respectively.
Investments in Equity Securities	Investments 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 September 30, 2023 and December 31, 2022, the carrying value of the Company’s investments in equity securities without a readily determinable fair value was $3.5 million, which is recorded within other assets on the Company’s condensed 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 and the impairment charge is included in general and administrative expenses in the accompanying condensed consolidated statements of operations. No impairments to investments in equity securities were recorded during the three and nine months ended September 30, 2023 and 2022.
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 three years for computer equipment, seven years for furniture and fixtures. Leasehold improvements are amortized using the straight-line method over the shorter of their estimated useful lives or the remaining term of the related lease. 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 condensed consolidated statements 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 assesses 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. The Company recorded an impairment charge of $2.3 million for the three and nine months ended September 30, 2023 related to property and equipment associated with certain product offerings expected to be sunset in December 2023, which is included in depreciation and amortization in the condensed consolidated statements of operations. No impairments to property and equipment were recorded during the three and nine months ended September 30, 2022.
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 as of December 31 or whenever events or circumstances indicate a likely reduction in the fair value of a reporting unit below its carrying amount such as changes in the business climate, poor indicators of operating performance or the sale or disposition of a significant portion of a reporting unit. In testing for goodwill impairment, the Company may elect to utilize a qualitative assessment to evaluate 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 were recorded for the three and nine months ended September 30, 2023 and 2022. 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. The Company recorded an impairment charge of $6.1 million for the three and nine months ended September 30, 2023 related to intangible assets associated with certain product offerings expected to be sunset in December 2023, which is included in depreciation and amortization in the condensed consolidated statements of operations. There were no intangible asset impairment charges recorded for the three and nine months ended September 30, 2022.
Leases	Leases The Company classifies arrangements meeting the definition of a lease as operating or financing leases, and leases are recorded on the condensed consolidated balance sheets 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 as an accounting policy election, and instead recognizes rent expense on a straight-line basis over the lease term. Total lease costs, net, for the three months ended September 30, 2023 and 2022 were $2.2 million and $2.3 million, respectively. Total lease costs, net, for the nine months ended September 30, 2023 and 2022 were $6.6 million and $7.1 million, respectively. Sublease rental income is recognized as a reduction to the related lease expense on a straight-line basis over the sublease term. For both the three months ended September 30, 2023 and 2022, contra rent expense was $0.5 million. For the nine months ended September 30, 2023 and 2022, contra rent expense was $1.6 million and $1.3 million, respectively. 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 three and nine months ended September 30, 2023 and the three months ended September 30, 2022, the Company recognized no impairment charge related to ROU assets. During the nine months ended September 30, 2022, the Company recognized an impairment charge of $0.6 million related to certain ROU assets reducing the carrying values of the lease assets to their estimated fair values. The fair values 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 condensed consolidated statements of operations.
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 September 30, 2023, 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 condensed 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 condensed 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 (as defined below). 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 (expense), net on the condensed consolidated statements of operations. As of September 30, 2023 and December 31, 2022, the TRA liability was $1.2 million and $0.5 million, respectively. During the three and nine months ended September 30, 2023, the Company recognized a loss of $0.1 million and $0.7 million, respectively, related to the remeasurement of its TRA liability. See Income Taxes below for information related to the Company’s allowance against its net deferred tax assets.
Revenue Recognition	Revenue Recognition The Company recognizes revenue when the fundamental criteria for revenue recognition are met. The Company recognizes revenue by applying the following five 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’s revenues are derived primarily from monthly subscriptions to Weedmaps for Business and other SaaS solutions, featured and deal listings and other WM Ad solutions. The Company’s Weedmaps for Business subscriptions and other SaaS solutions generally have one-month terms that automatically renew unless notice of cancellation is provided in advance. Featured and deal listings and other WM Ad solutions are offered as add-on products to the Weedmaps for Business and other SaaS solution subscriptions. Featured and deal listings provide customers with premium placement ad solutions and discount and promotion pricing tools. Other WM Ad solutions includes banner ads and promotion tiles on the Company’s marketplace ad as well as other advertising products on and off the Weedmaps marketplace. The Company has a fixed inventory of featured listing and display advertising in each market, and price is generally determined through a competitive auction process that reflects local market demand. Revenues for these arrangements are recognized over-time, generally during a month-to-month subscription period as the 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. Revenue for service contracts that the Company assesses are not probable of collection is not recognized until the contract is completed and payment is received. Collectability is reassessed when there is a significant change in facts or circumstances. The assessment of collectability considers whether the Company may limit its exposure to credit risk through its right to stop transferring additional service in the event the customer is delinquent.
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, credit card processing costs and inventory costs related to multi-media offerings.
Product Development Costs	Product Development Costs Product development costs include salaries and benefits for employees, including engineering and technical teams who are responsible for building new products, as well as maintaining and improving existing products. Product development costs that do not meet the criteria for capitalization are expensed as incurred.
Advertising	Advertising The Company expenses the cost of advertising in the period incurred. Advertising expense totaled $3.5 million and $2.3 million for the three months ended September 30, 2023 and 2022, respectively, and $8.1 million and $12.6 million for the nine months ended September 30, 2023 and 2022, respectively, and are included in sales and marketing expense in the accompanying condensed 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.
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 Company’s 401(k) plan, participating U.S. employees may contribute a portion of their eligible earnings, subject to applicable U.S. Internal Revenue Service and plan limits. The Company matches up to 3.5% of the employee’s eligible compensation, vested upon two years of service. For the three months ended September 30, 2023 and 2022, the Company recognized an expense of $0.9 million and $0.7 million, respectively, and for the nine months ended September 30, 2023 and 2022, the Company recognized an expense of $1.9 million and $1.9 million, respectively, related to employer contributions for the Company’s 401(k) plan.
Other Income (Expense), net	Other Income (Expense), net Other income (expense), net consists primarily of gain resulting from the discharge of a holdback obligation related to a prior acquisition, change in fair value of warrant liability and TRA liability remeasurement, political contributions, interest income, interest expense, financing fees and other tax related expenses. The Company recorded a non-cash gain of $3.7 million during the three and nine months ended September 30, 2023 resulting from the discharge of a holdback obligation related to a prior acquisition.
Income Taxes	Income Taxes The Company uses the asset and liability method of accounting for income taxes under ASC 740 - Income Taxes. Under the guidance, deferred tax assets and liabilities are recognized for the future tax consequences of (i) temporary differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities and (ii) operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are based on enacted tax rates applicable to the future period when those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period the rate change is enacted. The Company assesses whether it is “more-likely-than-not” that it will realize its deferred tax assets. The Company establishes a valuation allowance when available evidence indicates that it is more-likely-than-not that the deferred tax asset will not be realized. In assessing the need for a valuation allowance, the Company considers the amounts and timing of expected future deductions or carry forwards and sources of taxable income that may enable utilization. This includes an analysis of the Company’s current financial position, results of operations for the current and prior years and all currently available information about future years. This assessment and estimates require significant management judgment. The Company maintains an existing valuation allowance until enough positive evidence exists to support its reversal. Change in the amount or timing of expected future deductions or taxable income may have a material impact on the level of income tax valuation allowances. Based on the weight of all available evidence, both positive and negative, the Company determined during the three months ended December 31, 2022 that a full valuation allowance was required against its net deferred tax assets. 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 at the time. The Company maintains an existing valuation allowance until enough positive evidence exists to support its reversal. Payment under the TRA liability was not probable resulting from the full valuation allowance and accordingly, substantially all of the TRA liability was reversed. As of September 30, 2023 and December 31, 2022, the TRA liability was $1.2 million and $0.5 million, respectively. The tax provision for interim periods is determined using an estimate of the Company's annual effective tax rate, adjusted for discrete items, if any, that arise during the period. Each quarter, the Company updates its estimate of its annual effective tax rate, and if the estimated annual effective tax rate changes, the Company makes a cumulative adjustment in such period. The quarterly tax provision, and estimate of the Company's annual effective tax rate, is subject to variation due to several factors, including variability in pre-tax income (or loss), revaluations of the warrant liability, changes in flow-through income not subject to tax, valuation allowances and tax law developments. As a result of the Business Combination, WM Technology, Inc. became the sole managing member of WMH LLC, which is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, WMH LLC is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by WMH LLC is passed through to and included in the taxable income or loss of its members, including WM Technology, Inc. following the Business Combination, on a pro rata basis. WM Technology, Inc. is subject to U.S. federal income taxes, in addition to state and local income taxes with respect to its allocable share of any taxable income of WMH LLC following the Business Combination. The Company is also subject to taxes in foreign jurisdictions. WMH LLC will generally be required from time to time to make pro rata distributions in cash to the Company and the other holders of WMH Units at certain assumed tax rates in amounts that are intended to be sufficient to cover the taxes on the Company’s and the other WMH equity holders’ respective allocable shares of the taxable income of WMH LLC. For the three and nine months ended September 30, 2023, the Company recorded zero income tax provision due to the impact of the full valuation allowance on its net deferred assets. For the three and nine months ended September 30, 2022, the Company recorded an income tax benefit of $2.6 million and $5.7 million, respectively. The income tax benefit for three and nine months ended September 30, 2022 was the result of the tax benefit of the Company's pro rata share of losses and tax credits flowing through from WMH LLC. The effective tax rates differ from the federal statutory rate of 21% primarily due to the impact of valuation allowances, warrant valuations, non-controlling interests represented by the portion of the flow-through income not subject to tax, permanent stock-based compensation and state taxes. During the nine months ended September 30, 2022, the Company acquired additional interests in WMH, LLC (“LLC Interests”) in connection with the exchange of LLC Interests, and activity relating to the Company’s stock compensation plan. The Company recognized a deferred tax asset in the amount of $28.5 million associated with the basis difference in its investment in WMH, LLC upon acquisition of these LLC Interests, some of which are related to the additional tax basis increases generated from expected future payments under the TRA, some of which are partially offset by the TRA liability amount of $14.3 million, and these amounts were recorded through equity. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company does not believe it has any uncertain income tax positions that are more-likely-than-not to materially affect its condensed consolidated financial statements.
Segment Reporting	Segment ReportingThe Company has identified one business segment which management also considers to be one reporting unit as the Company’s chief operating decision maker allocates resources, assesses performance and manages the businesses as one segment.
Earnings (Loss) Per Share	Earnings (Loss) Per Share Basic income (loss) per share is computed by dividing net income (loss) attributable to WM Technology, Inc. by the weighted-average number of shares of Class A Common Stock outstanding during the period. Diluted income (loss) per share is computed giving effect to all potential weighted-average dilutive shares for the period. The dilutive effect of outstanding awards or financial instruments, if any, is reflected in diluted income (loss) per share by application of the treasury stock method or if-converted method, as applicable. Potential common shares are excluded from the calculation of diluted EPS in the event they are antidilutive or subject to performance conditions for which the necessary conditions have not been satisfied by the end of the reporting period.
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 limit. As of September 30, 2023, 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.

Earnings Per Share - Dilutive Securities (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
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	56,066,013	55,486,361	56,466,013
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)	14,966,127	15,419,821	14,966,127	15,419,821
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	7,173,708	8,859,553	7,173,708	8,859,553
PRSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	234,375	2,437,500	234,375	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	12,499,973	12,499,973	12,499,973
Private Placement Warrants
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	7,000,000	7,000,000	7,000,000
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)	0	677,847	0	677,847

Revenue from Contracts with Customers (Tables)

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022




Weedmaps for Business and other SaaS solutions	$	10,877	$	12,383	$	33,847	$	38,093
Featured and deal listings	32,945		34,644		101,840		116,709
Subtotal	43,822		47,027		135,687		154,802

Other WM Ad solutions	3,903		3,473		10,897		11,444
Total net revenues	$	47,725	$	50,500	$	146,584	$	166,246

Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The computation of income (loss) per share attributable to WM Technology, Inc. and weighted-average shares of the Company’s Class A Common Stock outstanding are as follows for the three and nine months ending September 30, 2023 and 2022 (amounts in thousands, except for share and per share amounts):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Numerator:
Net loss	$	(2,512)	$	(10,464)	$	(4,498)	$	(21,849)

Less: net loss attributable to noncontrolling interests	(974)		(5,300)		(1,711)		(14,484)
Net loss attributable to WM Technology, Inc. Class A Common Stock - basic and diluted	$	(1,538)	$	(5,164)	$	(2,787)	$	(7,365)



Denominator:






Weighted average of shares of Class A Common Stock outstanding - basic and diluted	93,651,871		89,552,914		92,947,191		82,872,137


Net loss per share of Class A Common Stock - basic and diluted	$	(0.02)	$	(0.06)	$	(0.03)	$	(0.09)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

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


	Three Months Ended September 30,		Nine Months Ended September 30,
	2023	2022	2023	2022
Class A Units	55,486,361	56,066,013	55,486,361	56,466,013
Class P Units	14,966,127	15,419,821	14,966,127	15,419,821
RSUs	7,173,708	8,859,553	7,173,708	8,859,553
PRSUs	234,375	2,437,500	234,375	2,437,500
Public Warrants	12,499,973	12,499,973	12,499,973	12,499,973
Private Placement Warrants	7,000,000	7,000,000	7,000,000	7,000,000
Acquisition holdback shares	—	677,847	—	677,847

Earnings Per Share

9 Months Ended

Sep. 30, 2023

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.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Numerator:
Net loss	$	(2,512)	$	(10,464)	$	(4,498)	$	(21,849)

Less: net loss attributable to noncontrolling interests	(974)		(5,300)		(1,711)		(14,484)
Net loss attributable to WM Technology, Inc. Class A Common Stock - basic and diluted	$	(1,538)	$	(5,164)	$	(2,787)	$	(7,365)



Denominator:






Weighted average of shares of Class A Common Stock outstanding - basic and diluted	93,651,871		89,552,914		92,947,191		82,872,137


Net loss per share of Class A Common Stock - basic and diluted	$	(0.02)	$	(0.06)	$	(0.03)	$	(0.09)

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 for the periods presented, as their effect would have been anti-dilutive:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2023	2022	2023	2022
Class A Units	55,486,361	56,066,013	55,486,361	56,466,013
Class P Units	14,966,127	15,419,821	14,966,127	15,419,821
RSUs	7,173,708	8,859,553	7,173,708	8,859,553
PRSUs	234,375	2,437,500	234,375	2,437,500
Public Warrants	12,499,973	12,499,973	12,499,973	12,499,973
Private Placement Warrants	7,000,000	7,000,000	7,000,000	7,000,000
Acquisition holdback shares	—	677,847	—	677,847

Accounts Payable and Accrued Expenses (Tables)

9 Months Ended

Sep. 30, 2023

Payables and Accruals [Abstract]

Schedule of Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses as of September 30, 2023 and December 31, 2022 consisted of the following (in thousands):


	September 30, 2023		December 31, 2022
Accounts payable	$	747	$	4,341
Accrued employee expenses	11,121		24,074
Other accrued liabilities	5,863		5,220
	$	17,731	$	33,635

Stock-based Compensation - Class P Units Activity (Details) - Class P Units	9 Months Ended
	Sep. 30, 2023 shares
Number of Units
Outstanding beginning balance (in shares)	15,125,429
Cancellations (in shares)	(64,302)
Exchanged for Class A common stock (in shares)	(95,000)
Outstanding ending balance (in shares)	14,966,127
Vested (in shares)	14,853,794

Stock-based Compensation (Tables)

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Class P Unit Activities

A summary of the Class P Unit activity for the nine months ended September 30, 2023 is as follows:


						Number of Units
Outstanding Class P Units, December 31, 2022						15,125,429
Cancellations						(64,302)
Exchanged for Class A Common Stock						(95,000)
Outstanding, Class P Units, September 30, 2023						14,966,127
Vested, September 30, 2023						14,853,794

Schedule of Restricted Stock Units Activity

A summary of the restricted stock unit (“RSU”) activity for the nine months ended September 30, 2023 is as follows:


	Number of RSUs	Weighted-average Grant Date Fair Value
Non-vested at December 31, 2022	6,269,868	$	7.07
Granted	5,242,710	$	0.96
Vested	(1,775,434)	$	6.98
Forfeited	(2,563,436)	$	4.52
Non-vested at September 30, 2023	7,173,708	$	3.53

A summary of the PRSU activity for the nine months ended September 30, 2023 is as follows:


	Number of PRSUs	Weighted-average Grant Date Fair Value
Non-vested at December 31, 2022	859,375	$	6.40
Granted	—	$	—
Vested	—	$	—
Forfeited	(625,000)	$	6.40
Non-vested at September 30, 2023	234,375	$	6.40

Schedule of Stock-based Payment Arrangement


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Sales and marketing	$	587	$	956	$	2,180	$	4,839
Product development	944		1,065		3,226		3,993
General and administrative	766		(382)		4,983		8,418
Total stock-based compensation expense	2,297		1,639		10,389		17,250
Amount capitalized to software development	365		337		959		1,266
Total stock-based compensation cost	$	2,662	$	1,976	$	11,348	$	18,516

Fair Value Measurements - Quantitative Information (Details) $ in Thousands	Sep. 30, 2023 USD ($) $ / shares	Jun. 30, 2023 USD ($)	Dec. 31, 2022 USD ($) $ / shares	Sep. 30, 2022 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liability \| $	$ 2,870	$ 2,410	$ 2,090	$ 6,855	$ 13,445	$ 27,460
Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liability \| $	$ 1,120	$ 910	$ 840	$ 2,730	$ 5,320	$ 10,710
Level 3 \| Private Placement Warrants \| Exercise price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input \| $ / shares	11.50		11.50
Level 3 \| Private Placement Warrants \| Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input \| $ / shares	1.32		1.01
Level 3 \| Private Placement Warrants \| Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.880		0.823
Level 3 \| Private Placement Warrants \| Term (years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, term	2 years 8 months 15 days		3 years 5 months 15 days
Level 3 \| Private Placement Warrants \| Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.0487		0.0417

Stock-based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended		9 Months Ended
	Jan. 05, 2023	Jun. 16, 2021	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
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)			$ 2,297	$ 1,639	$ 10,389	$ 17,250
Class P Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Nonvested award, cost not yet recognized			300		$ 300
Nonvested award, period for recognition					1 year 2 months 12 days
Share-based compensation expense (credit)			100	600	$ 500	1,800
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Nonvested award, cost not yet recognized			24,100		$ 24,100
Nonvested award, period for recognition					2 years 1 month 6 days
Share-based compensation expense (credit)			$ 2,700	5,300	$ 10,100	15,800
Granted (in shares)					5,242,710
Non-vested, number of shares (in shares)			7,173,708		7,173,708		6,269,868
Weighted average grant date fair value (in dollars per share)			$ 3.53		$ 3.53		$ 7.07
PRSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Nonvested award, cost not yet recognized			$ 100		$ 100
Nonvested award, period for recognition					3 months 18 days
Share-based compensation expense (credit)			$ (500)	$ (4,200)	$ (200)	$ (400)
Granted (in shares)					0
Non-vested, number of shares (in shares)			234,375		234,375		859,375
Weighted average grant date fair value (in dollars per share)			$ 6.40		$ 6.40		$ 6.40
PRSUs \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Target award					0.00%
PRSUs \| 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		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		$ 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)			33,146,412		33,146,412
Period of automatic increase of shares					10 years
Percent of increase in shares from capital stock outstanding			5.00%		5.00%
Number of shares available for future issuance (in shares)			20,510,346		20,510,346
Class A Common Stock \| RSUs \| Board of Directors Chairman
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)	481,927
Aggregate intrinsic value	$ 800

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Schedule of Fair Value Liabilities Measured on Recurring Basis


	Level	September 30, 2023		December 31, 2022
Liabilities:
Warrant liability – Public Warrants	1	$	1,750	$	1,250
Warrant liability – Private Placement Warrants	3	1,120		840
Total warrant liability		$	2,870	$	2,090

Schedule of Derivative Liabilities at Fair Value

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


	Three Months Ended September 30, 2023						Nine Months Ended September 30, 2023
	Public Warrants		Private Placement Warrants		Warrant Liabilities		Public Warrants		Private Warrants		Warrant Liabilities
Fair value, beginning of period	$	1,500	$	910	$	2,410	$	1,250	$	840	$	2,090
Change in fair value	250		210		460		500		280		780
Fair value, end of period	$	1,750	$	1,120	$	2,870	$	1,750	$	1,120	$	2,870


	Three Months Ended September 30, 2022						Nine Months Ended September 30, 2022
	Public Warrants		Private Placement Warrants		Warrant Liabilities		Public Warrants		Private Warrants		Warrant Liabilities
Fair value, beginning of period	$	8,125	$	5,320	$	13,445	$	16,750	$	10,710	$	27,460
Change in fair value	(4,000)		(2,590)		(6,590)		(12,625)		(7,980)		(20,605)
Fair value, end of period	$	4,125	$	2,730	$	6,855	$	4,125	$	2,730	$	6,855

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:


	September 30, 2023			December 31, 2022
Exercise price	$	11.50		$	11.50
Stock price	$	1.32		$	1.01
Volatility	88.0		%	82.3		%
Term (years)	2.71			3.46
Risk-free interest rate	4.87		%	4.17		%

Stock-based Compensation - RSU Stock Units Activity (Details) - RSUs	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Number of RSUs
Beginning balance (in shares) \| shares	6,269,868
Granted (in shares) \| shares	5,242,710
Vested (in shares) \| shares	(1,775,434)
Forfeited (in shares) \| shares	(2,563,436)
Ending balance (in shares) \| shares	7,173,708
Weighted-average Grant Date Fair Value
Beginning balance (in dollars per share) \| $ / shares	$ 7.07
Granted (in dollars per share) \| $ / shares	0.96
Vested (in dollars per share) \| $ / shares	6.98
Forfeited (in dollars per share) \| $ / shares	4.52
Ending balance (in dollars per share) \| $ / shares	$ 3.53

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Net revenues	$ 47,725,000	$ 50,500,000	$ 146,584,000	$ 166,246,000
Operating expenses
Cost of revenues (exclusive of depreciation and amortization shown separately below)	3,015,000	4,272,000	9,748,000	11,870,000
Sales and marketing	11,544,000	17,882,000	36,171,000	61,887,000
Product development	7,748,000	11,988,000	27,882,000	38,341,000
General and administrative	19,189,000	33,490,000	60,897,000	92,155,000
Depreciation and amortization	11,777,000	2,513,000	17,799,000	8,916,000
Total operating expenses	53,273,000	70,145,000	152,497,000	213,169,000
Operating loss	(5,548,000)	(19,645,000)	(5,913,000)	(46,923,000)
Other income (expenses), net
Change in fair value of warrant liability	(460,000)	6,590,000	(780,000)	20,605,000
Change in tax receivable agreement liability	(69,000)	0	(689,000)	0
Other income (expense)	3,565,000	(50,000)	2,884,000	(1,230,000)
Loss before income taxes	(2,512,000)	(13,105,000)	(4,498,000)	(27,548,000)
Benefit from income taxes	0	(2,641,000)	0	(5,699,000)
Net loss	(2,512,000)	(10,464,000)	(4,498,000)	(21,849,000)
Net loss attributable to noncontrolling interests	(974,000)	(5,300,000)	(1,711,000)	(14,484,000)
Net loss attributable to WM Technology, Inc.	$ (1,538,000)	$ (5,164,000)	$ (2,787,000)	$ (7,365,000)
Class A Common Stock
Class A Common Stock:
Basic loss per share - Class A (in dollars per share)	$ (0.02)	$ (0.06)	$ (0.03)	$ (0.09)
Diluted loss per share - Class A (in dollars per share)	$ (0.02)	$ (0.06)	$ (0.03)	$ (0.09)
Class A Common Stock:
Weighted average basic shares outstanding - Class A (in shares)	93,651,871	89,552,914	92,947,191	82,872,137
Weighted average diluted shares outstanding - Class A (in shares)	93,651,871	89,552,914	92,947,191	82,872,137

Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accounts payable	$ 747	$ 4,341
Accrued employee expenses	11,121	24,074
Other accrued liabilities	5,863	5,220
Accounts payable and accrued expenses	17,731	33,635
Accrued Bonuses	2,900	$ 9,900
Employee expenses	$ 10,300

Accounts Payable and Accrued Expenses

9 Months Ended

Sep. 30, 2023

Payables and Accruals [Abstract]

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses as of September 30, 2023 and December 31, 2022 consisted of the following (in thousands):


	September 30, 2023		December 31, 2022
Accounts payable	$	747	$	4,341
Accrued employee expenses	11,121		24,074
Other accrued liabilities	5,863		5,220
	$	17,731	$	33,635

Accrued employee expenses include accrued bonuses of $2.9 million and $9.9 million as of September 30, 2023 and December 31, 2022, respectively, related to certain employment agreements entered into in connection with prior acquisitions. During the nine months ended September 30, 2023, the Company paid $10.3 million of employee expenses related to certain employment agreements entered into in connection with prior acquisitions.

Fair Value Measurements - Warrants (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Jun. 16, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	$ 2,870	$ 6,855	$ 2,870	$ 6,855
Changes In Fair Value Of Warrant Liabilities [Roll Forward]
Fair value, beginning of period	2,410	13,445	2,090	27,460
Change in fair value	460	(6,590)	780	(20,605)
Fair value, end of period	2,870	6,855	2,870	6,855
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]
Warrant liability	1,750	4,125	1,750	4,125
Changes In Fair Value Of Warrant Liabilities [Roll Forward]
Fair value, beginning of period	1,500	8,125	1,250	16,750
Change in fair value	250	(4,000)	500	(12,625)
Fair value, end of period	1,750	4,125	1,750	4,125
Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	1,120	2,730	1,120	2,730
Changes In Fair Value Of Warrant Liabilities [Roll Forward]
Fair value, beginning of period	910	5,320	840	10,710
Change in fair value	210	(2,590)	280	(7,980)
Fair value, end of period	1,120	$ 2,730	1,120	$ 2,730
Recurring Basis
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	2,870		2,870
Changes In Fair Value Of Warrant Liabilities [Roll Forward]
Fair value, beginning of period			2,090
Fair value, end of period	2,870		2,870
Recurring Basis \| Level 1 \| Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	1,750		1,750
Changes In Fair Value Of Warrant Liabilities [Roll Forward]
Fair value, beginning of period			1,250
Fair value, end of period	1,750		1,750
Recurring Basis \| Level 3 \| Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	1,120		1,120
Changes In Fair Value Of Warrant Liabilities [Roll Forward]
Fair value, beginning of period			840
Fair value, end of period	$ 1,120		$ 1,120