0001779474FALSE00017794742025-03-132025-03-130001779474us-gaap:CommonClassAMember2025-03-132025-03-130001779474us-gaap:WarrantMember2025-03-132025-03-13


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 13, 2025


WM TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)


Delaware001-3902198-1605615
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

41 Discovery
Irvine, California
92618
(Address of principal executive offices)(Zip Code)
(844) 933-3627
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading symbol(s)Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share
MAPS
The Nasdaq Global Select Market
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
MAPSW
The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§240.12b–2 of this chapter).

Emerging growth company ☐



If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.02 Results of Operations and Financial Conditions

On March 13, 2025, WM Technology, Inc. announced its financial results for the fourth quarter ended December 31, 2024. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference.

The information in Item 2.02 and in the accompanying Exhibit 99.1 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits





SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 13, 2025
WM TECHNOLOGY, INC.
By:/s/ Susan Echard
Susan Echard
Chief Financial Officer


Exhibit 99.1
wmtlogo.jpg

WM Technology, Inc. Reports Fourth Quarter and Full Year 2024 Financial Results

Fourth Quarter 2024 Revenue of $47.7 million and Full Year Revenue of $184.5 million
Ninth Consecutive Quarter of Adjusted EBITDA Profitability and Full Year Net Income Profitability

Irvine, Calif. -- March 13, 2025 -- WM Technology, Inc. (“WM Technology” or the “Company”) (Nasdaq: MAPS), a leading marketplace and technology solutions provider to the cannabis industry, today announced its financial results for the fourth quarter and year ending December 31, 2024.
"We are proud of our team's efforts and operational focus in delivering another period of strong financial results to close out the year," said Doug Francis, CEO of WM Technology. "Our operational discipline and ability to drive profitability have been key in navigating the unique challenges our industry faces, and we are now well-positioned to invest back in our people and technology. As we build for the future, we will continue to focus on the value of our marketplace and enhance the Weedmaps experience for both consumers and clients as we adapt in this evolving industry."
Fourth Quarter 2024 Financial Highlights
•Revenue of $47.7 million increased from $46.6 million in the prior quarter and $46.5 million in the prior year period. The increase from the prior year period was driven by increases in our Deal Listing and Display Ad products.
◦Average monthly paying clients(1) of 5,225 increased from 5,100 in the prior quarter and 5,014 in the prior year period. The increase from the prior year period was due to new client acquisitions and client reactivations, partially offset by churn across our mature markets.
◦Average monthly revenue per paying client(2) of $3,041 was consistent with $3,043 in the prior quarter and decreased from $3,089 in the prior year period. The decrease from the prior year period was driven by ongoing constraints on our clients' marketing budgets and their limited capacity for upsells.
•Net income decreased to $3.7 million from $5.3 million in the prior quarter and increased from net loss of $11.2 million in the prior year period.
•Adjusted EBITDA(3) increased to $11.9 million from $11.3 million in the prior quarter and $8.9 million in the prior year period.
Fiscal Year 2024 Financial Highlights
•Revenue of $184.5 million decreased from $188.0 million in the prior year. The decrease from the prior year was impacted by our clients continuing to face constrained marketing budgets, the ongoing consolidation of our industry, specifically amongst our client base, and a loss in revenue from products that were sunset in December 2023, partially offset by an increase in revenues from our Weedmaps for Business, driven by favorable pricing changes.
◦Average monthly paying clients(1) of 5,077 decreased from 5,419 in the prior year. The decrease from the prior year was due to the decrease in client count related to the aforementioned sunset products, the removal of paying clients from our platform who have become delinquent, as well as client churn due to continued industry challenges, such as price deflation and ongoing consolidation.


◦Average monthly revenue per paying client(2) of $3,029 increased from $2,891 in the prior year. The increase from prior year was due to the aforementioned sunset products, which had lower average monthly spending clients.
•Net income increased to $12.2 million from net loss of $15.7 million in the prior year.
•Adjusted EBITDA(3) increased to $42.9 million from $36.9 million in the prior year.
•Total shares outstanding across Class A and Class V Common Stock were 153.4 million as of December 31, 2024.
•Cash increased to $52.0 million as of December 31, 2024, as compared to $34.4 million as of December 31, 2023.
Reconciliations of GAAP to non-GAAP financial measures have been provided in the tables included in this release.
______________________________
(1)Average monthly paying clients are defined as the average of the number of paying clients billed in a month across a particular period (and for which services were provided).
(2)Average monthly revenues per paying client is defined as the average monthly revenues for any particular period divided by the average monthly paying clients in the same respective period. Average monthly revenues per paying client is calculated in the same manner as our previously-reported “Average monthly net revenue per paying client,” and the description of the metric is being updated solely because we changed the reporting line item from “Net revenue” to “Revenue”. See “Basis of Presentation” and “Revenue Recognition” of Note 2. “Summary of Significant Accounting Policies,” of the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for fiscal year December 31, 2024.
(3)For further information about how we calculate EBITDA and Adjusted EBITDA as well as limitations of their use and a reconciliation of EBITDA and Adjusted EBITDA to net income (loss), see “Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA” below.

"We believe that our financial performance directly reflects our ability to manage costs in line with revenue performance to maintain our profitability," said Susan Echard, CFO of WM Technology. "Through tighter collaboration across our teams and with our clients, we've been able to improve our accounts receivable and collections process, leading to recoveries of past-due accounts and strengthening the quality of our receivables. With a strong cash position and no financial debt, we remain focused on initiatives that provide the greatest impact to the company."

Business Outlook
While we are very pleased with the progress we made in 2024, the challenges we face as we enter 2025 remain and will require strategic investments to support our long-term growth and health. To that end, we are prioritizing key technology and marketing initiatives to further strengthen our platform. As a result, based on information available as of March 13, 2025, we are issuing guidance for the first quarter of 2025 as follows:

•Revenue is estimated to be approximately $43 million.
•Non-GAAP Adjusted EBITDA is estimated to be approximately $7 million.

The guidance provided above is only an estimate of what we believe is realizable as of the date of this release. We are not readily able to provide a reconciliation of projected Non-GAAP Adjusted EBITDA to projected net income without unreasonable effort. This guidance assumes that no business acquisitions, investments, restructurings, or legal settlements are concluded in the period. Our results are based on assumptions that we believe to be reasonable as of this date, but may be materially affected by many factors, as discussed below in “Forward-Looking Statements.” Actual results may vary from the guidance and the variations may be material. We undertake no intent or obligation to publicly update or revise any of these projections, whether as a result of new information, future events or otherwise, except as required by law.
Investor Conference Call and Webcasts
We will host a conference call and webcast today, Thursday, March 13, 2025, at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time) at https://edge.media-server.com/mmc/p/y4xujkrd. A webcast replay will also be archived at ir.weedmaps.com.
We have used, and intends to continue to use, the investor relations portion of our website as a means of disclosing material non-public information and for complying with disclosure obligations under Regulation FD.
2

About WM Technology
Founded in 2008, WM Technology operates Weedmaps, a leading cannabis marketplace for consumers, as well as a broad set of eCommerce and compliance software solutions for cannabis businesses and brands in U.S. state-legal markets. WM Technology holds a strong belief in the power of cannabis and the importance of enabling safe, legal access to consumers worldwide.
Over the past 16 years, the Weedmaps marketplace has become a premier destination for cannabis consumers to discover and browse cannabis-related products, access daily dispensary deals, order ahead for pick-up and delivery by participating retailers (where applicable) and learn about the plant. The Company also offers eCommerce-enablement tools designed to help cannabis retailers and brands reach consumers, create business efficiency, and manage industry-specific compliance needs.
The Company is committed to advocating for full U.S. legalization, industry-wide social equity, and continued education about the plant through key partnerships and cannabis subject matter experts.
Headquartered in Irvine, California, WM Technology supports remote and hybrid work for eligible employees. Visit us at www.weedmaps.com.
Forward-Looking Statements
This press release includes “forward-looking statements” regarding the Company’s future business expectations which involve risks and uncertainties. Forward looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company. These forward-looking statements are subject to a number of risks and uncertainties, including the Company’s financial and business performance, including key business metrics and any underlying assumptions thereunder; market opportunity and the Company’s ability to acquire new clients and retain existing clients; expectations and timing related to commercial product launches; success of the Company’s go-to-market strategy; the Company’s ability to scale its business and expand its offerings; the Company’s competitive advantages and growth strategies; the Company’s future capital requirements and sources and uses of cash; the Company’s ability to obtain funding for its future operations; the impact of the material weaknesses in the Company’s internal controls and ability to remediate these material weaknesses in the timing the Company anticipates, or at all; the Company’s ability to maintain its listing on the Nasdaq Stock Market LLC; the outcome of any known and unknown litigation and regulatory proceedings; changes in domestic and foreign business, market, financial, political and legal conditions; the effect of macroeconomic conditions, including but not limited to inflation, uncertain credit and global financial markets, recent and potential future disruptions in access to bank deposits or lending commitments due to bank failures and geopolitical events, including the military conflicts between Russia and Ukraine and Israel and Hamas and occurrence of a catastrophic event, including but not limited to severe weather, war, or terrorist attack; future global, regional or local economic and market conditions affecting the cannabis industry; the development, effects and enforcement of and changes to laws and regulations, including with respect to the cannabis industry; the Company’s ability to successfully capitalize on new and existing cannabis markets, including its ability to successfully monetize its solutions in those markets; the Company’s ability to manage future growth; the Company’s ability to effectively anticipate and address changes in the end-user market in the cannabis industry; the Company’s ability to develop new products and solutions, bring them to market in a timely manner, and make enhancements to its platform; the Company’s ability to maintain and grow its two-sided marketplace, including its ability to acquire and retain paying clients; the Company’s ability to continue to collect on outstanding receivables; the Company’s ability to realize the expected benefits of any strategic acquisitions; the effects of competition on the Company’s future business; the Company’s success in retaining or recruiting, or changes required in, officers, key employees or directors; cyber-attacks and security vulnerabilities; the possibility that the Company may be adversely affected by other economic, business or competitive and those factors discussed in the Company’s Annual Report for the fiscal year ended December 31, 2024, on Form 10-K filed with the Securities and Exchange Commission on March 13, 2025. If any of these risks materialize or these assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company does not presently know or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date of this press release. The Company anticipates that subsequent events and developments will cause the Company’s assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company
3

specifically disclaims any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Use of Non-GAAP Financial Measures
Our financial statements, including net income (loss), are prepared in accordance with principles generally accepted in the United States of America (“GAAP”).
To provide investors with additional information regarding our financial results, we have disclosed EBITDA and Adjusted EBITDA, both of which are non-GAAP financial measures that we calculate as net income (loss) before interest, taxes and depreciation and amortization expense in the case of EBITDA and further adjusted to exclude stock-based compensation, change in fair value of warrant liability, transaction related bonus, legal settlements and other legal costs, discharge of holdback obligation related to prior acquisition, reduction in force, asset impairment charges, change in TRA liability and other non-cash, unusual and/or infrequent costs in the case of Adjusted EBITDA. Below we have provided a reconciliation of net income (loss) (the most directly comparable GAAP financial measure) to EBITDA; and from EBITDA to Adjusted EBITDA.
We present EBITDA and Adjusted EBITDA because these metrics are a key measure used by our management to evaluate our operating performance, generate future operating plans and make strategic decisions regarding the allocation of investment capacity. Accordingly, we believe that EBITDA and Adjusted EBITDA provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management.
Each of EBITDA and Adjusted EBITDA has limitations as an analytical tool, and you should not consider any of these non-GAAP financial measures in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are as follows:
•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;
•EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs; and
•EBITDA and Adjusted EBITDA do not reflect tax payments that may represent a reduction in cash available to us.
Because of these limitations, you should consider EBITDA and Adjusted EBITDA alongside other financial performance measures, including net income (loss) and our other GAAP results.

4

WM TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except for share data)
December 31,
20242023
Assets
Current assets
Cash$51,966 $34,350 
Accounts receivable, net10,060 11,158 
Prepaid expenses and other current assets7,486 5,978 
Total current assets69,512 51,486 
Property and equipment, net24,075 24,255 
Goodwill68,368 68,368 
Intangible assets, net1,952 2,507 
Right-of-use assets14,695 15,629 
Other assets3,264 4,776 
Total assets$181,866 $167,021 
Liabilities and Equity
Current liabilities
Accounts payable and accrued expenses$20,102 $21,182 
Deferred revenue5,433 5,918 
Operating lease liabilities, current3,492 6,493 
Tax receivable agreement liability, current1,406 122 
Total current liabilities30,433 33,715 
Operating lease liabilities, non-current26,601 26,550 
Tax receivable agreement liability, non-current3,006 1,634 
Warrant liability585 585 
Other long-term liabilities1,174 1,386 
Total liabilities61,799 63,870 
Stockholders’ equity
Preferred Stock - $0.0001 par value; 75,000,000 shares authorized; no shares issued and outstanding at December 31, 2024 and December 31, 2023
— — 
Class A Common Stock - $0.0001 par value; 1,500,000,000 shares authorized; 99,033,110 shares issued and outstanding at December 31, 2024 and 94,383,053 shares issued and outstanding at December 31, 2023
10 9 
Class V Common Stock - $0.0001 par value; 500,000,000 shares authorized, 54,319,542 shares issued and outstanding at December 31, 2024 and 55,486,361 shares issued and outstanding at December 31, 2023
5 5 
Additional paid-in capital92,941 80,884 
Accumulated deficit(56,879)(64,518)
Total WM Technology, Inc. stockholders’ equity36,077 16,380 
Noncontrolling interests83,990 86,771 
Total equity120,067 103,151 
Total liabilities and equity$181,866 $167,021 
5


WM TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for share data)
Three Months Ended December 31,Years Ended
December 31,
2024202320242023
Revenues$47,670 $46,467 $184,514 $187,993 
Costs and expenses:
Cost of revenues (exclusive of depreciation and amortization shown separately below)2,290 2,779 9,019 12,527 
Sales and marketing10,050 10,902 40,424 47,073 
Product development8,071 8,119 36,426 36,001 
General and administrative19,070 18,474 70,619 74,313 
Depreciation and amortization3,637 2,716 13,278 12,133 
Asset impairment charges— 16,021 — 24,403 
Total costs and expenses43,118 59,011 169,766 206,450 
Operating income (loss)4,552 (12,544)14,748 (18,457)
Other income (expenses), net
Change in fair value of warrant liability(195)2,285 — 1,505 
Change in tax receivable agreement liability(1,287)(567)(2,773)(1,256)
Other income620 (310)258 2,574 
Income (loss) before income taxes3,690 (11,136)12,233 (15,634)
  Provision (benefit) for income taxes (26)93 46 93 
Net income (loss)3,716 (11,229)12,187 (15,727)
Net income (loss) attributable to noncontrolling interests1,365 (4,118)4,548 (5,829)
Net income (loss) attributable to WM Technology, Inc.$2,351 $(7,111)$7,639 $(9,898)
Class A Common Stock:
Basic income (loss) per share$0.02 $(0.08)$0.08 $(0.11)
Diluted income (loss) per share$0.02 $(0.08)$0.08 $(0.11)
Class A Common Stock:
Weighted average basic shares outstanding97,778,40294,128,36296,254,679 93,244,911 
Weighted average diluted shares outstanding98,726,85094,128,36297,103,304 93,244,911 


6


WM TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Years Ended December 31,
20242023
Cash flows from operating activities
Net income (loss) $12,187 $(15,727)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization13,278 12,133 
Change in fair value of warrant liability — (1,505)
Change in tax receivable agreement liability2,773 1,256 
Amortization of right-of -use lease assets3,769 4,930 
Asset impairment charges— 24,403 
Stock-based compensation 9,221 13,515 
Discharge of holdback obligation related to prior acquisition— (3,705)
Gain on lease termination(109)— 
Provision for credit losses38 1,792 
Changes in operating assets and liabilities:
Accounts receivable1,060 4,488 
Prepaid expenses and other current assets(1,516)3,335 
Other assets1,032 (40)
Accounts payable and accrued expenses996 (15,275)
Deferred revenue(485)(338)
Operating lease liabilities(5,568)(6,334)
Net cash provided by operating activities36,676 22,928 
Cash flows from investing activities
Capitalized software and expenditures(11,637)(11,871)
Net cash used in investing activities(11,637)(11,871)
Cash flows from financing activities
Distributions(7,682)(4,218)
Repayment of insurance premium financing— (1,450)
Taxes paid related to net share settlement of equity awards(4)(6)
Proceeds from collection of related party note receivable379 384 
Tax receivable agreement payment(116)— 
Net cash used in financing activities(7,423)(5,290)
Net increase in cash17,616 5,767 
Cash – beginning of year34,350 28,583 
Cash – end of year$51,966 $34,350 


7

WM TECHNOLOGY, INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME (LOSS) TO EBITDA AND ADJUSTED EBITDA
(Unaudited)
(In thousands)
Three Months Ended
December 31,		Years Ended
December 31,
2024202320242023
Net income (loss)$3,716 $(11,229)$12,187 $(15,727)
Provision (benefit) for income taxes(26)93 46 93 
Depreciation and amortization expenses3,637 2,716 13,278 12,133 
Interest income, net(91)(10)(422)(33)
EBITDA7,236 (8,430)25,089 (3,534)
Stock-based compensation2,049 3,126 9,221 13,515 
Change in fair value of warrant liability195 (2,285)— (1,505)
Asset impairment charges— 16,021 — 24,403 
Transaction related bonus expense— (311)— 3,089 
Legal settlements and other legal costs(1)
1,151 191 5,836 3,194 
Discharge of holdback obligation related to prior acquisition— — — (3,705)
Change in tax receivable agreement liability1,287 567 2,773 1,256 
Reduction in force expense— — — 194 
Adjusted EBITDA$11,918 $8,879 $42,919 $36,907 

(1) Represents legal and advisory fees related to ongoing litigation related to shareholder derivative actions, the SEC enforcement matter and the SEC settlement for the years ended December 31, 2024 and 2023. See Note 6, “Commitments and Contingencies” to the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for fiscal year December 31, 2024.


Contacts

Investor Relations:

investors@weedmaps.com

Media Contract:

press@weedmaps.com



8
v3.25.0.1
Cover Page
Mar. 13, 2025
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Mar. 13, 2025
Entity Registrant Name WM TECHNOLOGY, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-39021
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
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001779474
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
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
WM Technology (NASDAQ:MAPSW)
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