Explanatory Note
This Amendment No. 1 (this “Amendment”) amends and supplements the Schedule 13D originally filed by the undersigned with the Securities and Exchange Commission on June 28, 2021 (the “Original Schedule 13D” and, as amended by this Amendment, this “Schedule 13D”). Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13D are materially unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment have the meanings ascribed to them in the Original Schedule 13D.
Item 3. | Source and Amount of Funds or Other Consideration |
The Reporting Persons originally acquired an aggregate of 48,559,969 shares of Class V common stock of the Issuer pursuant to the Agreement and Plan of Merger, dated as of December 10, 2020, by and among Silver Spike Acquisition Corp. (“Silver Spike”), Silver Spike Merger Sub LLC, a direct, wholly-owned subsidiary of Silver Spike (“Merger Sub”), WM Holding Company, LLC, a Delaware limited liability company (“WMH”), and Ghost Media, solely in its capacity as the initial holder representative, pursuant to which Merger Sub was merged with and into WMH, whereupon the separate existence of Merger Sub ceased and WMH became the surviving company and continued in existence as a subsidiary of Silver Spike, which subsequently changed its name to WM Technology, Inc. The consideration used to acquire beneficial ownership of such shares of Class V common stock of the Issuer consisted solely of securities of WMH. An aggregate of 4,740,760 of such shares of Class V common stock of the Issuer have since been exchanged on a one-for-one basis for shares of Class A common stock of the issuer pursuant to that certain Exchange Agreement, dated June 16, 2021, by and among the Issuer, WMH and the holders from time to time party thereto.
The 61,679 shares of Class A common stock of the Issuer beneficially owned by Hartfield were acquired by Hartfield upon the vesting of restricted stock units awarded to Hartfield under the Issuer’s 2021 Equity Incentive Plan.
61,680 of the shares of Class A common stock of the Issuer beneficially owned by Francis were acquired by Francis upon the vesting of restricted stock units awarded to Francis under the Issuer’s 2021 Equity Incentive Plan.
Item 4. | Purpose of Transaction |
The Original Schedule 13D was filed to report that the Reporting Persons purchased the aforementioned securities for investment purposes with the aim of increasing the value of their investments in the Issuer. Subject to applicable legal requirements, one or more of the Reporting Persons may purchase additional securities of the Issuer from time to time in open market or private transactions on such terms and at such times as each may decide. In addition, depending upon the factors referred to above and herein, the Reporting Persons may dispose of all or a portion of their securities of the Issuer at any time. The Reporting Persons may also engage from time to time, in ordinary course transactions with financial institutions with respect to the securities described herein.
The Reporting Persons have determined to consider and evaluate one or more potential transactions which may result in one or more of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act, including, but not limited to, an extraordinary corporate transaction, such as a merger, reorganization or liquidation, sale of a material amount of assets of the Issuer or its subsidiaries, or other transactions which might have the effect of causing the Class A common stock to become eligible for termination of registration under Section 12(g) of the Act.
As part of this consideration and evaluation, the Reporting Persons will be engaging in discussions on an ongoing basis with potential sources of debt and equity financing and with representatives of the Issuer. The Reporting Persons do not intend to amend this schedule in relation to such evaluation and discussions unless and until a formal proposal has been delivered to the Issuer or an agreement has been reached, except if facts and circumstances otherwise require the Reporting Persons to do so.
The Reporting Persons retain the right to change their investment intent at any time and there is no assurance the Reporting Persons will continue consideration or evaluation of any transactions or make a formal proposal or that any transaction so considered, evaluated or discussed will be pursued and, if pursued, will be consummated. Moreover, any actions described in this Item 4 that the Reporting Persons might undertake may be made at any time and from time to time and such determinations will be dependent upon the Reporting Persons’ review of numerous factors, including, but not limited to, an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; availability and terms of financing; price levels of the Issuer’s securities; general market, industry and economic conditions; and other future developments affecting the Issuer.