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WM Holding Company, LLC, a Leading Technology Platform to the Cannabis Industry, Completes Business Combination With Silver Spike Acquisition Corp.

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Public company to be named WM Technology, Inc. and common stock to begin trading on the Nasdaq under symbol “MAPS” on June 16, 2021

CALIFORNIA:  WM Holding Company, LLC, a leading technology and software infrastructure provider to the cannabis industry, announced today that it has completed its previously announced business combination with Silver Spike Acquisition Corp. (Ticker: “SSPK”).

The transaction was unanimously approved by SSPK’s Board of Directors and was approved at a special meeting of SSPK stockholders on June 10, 2021. In connection with the closing, SSPK changed its name to WM Technology, Inc. The ticker symbol for the common stock will change from “SSPK” to “MAPS” and will begin trading as such on the Nasdaq Stock Market on June 16, 2021.

Founded in 2008, WMH operates Weedmaps, a leading online listings marketplace for cannabis consumers and businesses, and WM Business, one of the most comprehensive SaaS subscription offerings sold to cannabis retailers and brands. The Company provides software and other technology solutions and is non-plant touching. WMH has a history of growth since its inception. From fiscal year 2014 through 2020, the Company grew revenue at a CAGR of 35% and expanded its gross margin rate from 92% to 95%. For the year ended December 31, 2020, WMH generated $162 million of revenue, net income of $39 million and Adjusted EBITDA of $43 million.

WMH’s senior management team will continue to lead the now combined company, including Chris Beals (Chief Executive Officer), Arden Lee (Chief Financial Officer), Juanjo Feijoo (Chief Operating Officer and Chief Marketing Officer), Justin Dean (Chief Technology Officer and Chief Information Officer), and Brian Camire (General Counsel).

“We are excited to complete this business combination, which will further advance our mission to power a transparent and inclusive global cannabis economy, further solidify our position as a leading technology platform to the cannabis industry, and accelerate our growth,” said Chris Beals, Chief Executive Officer of WMH. “We continue to benefit from strong, sustainable macro tailwinds as cannabis legalization advances throughout the U.S. and internationally. As a public company, we now have an even stronger platform to advocate for legalization, social equity and licensing in many jurisdictions, while providing cannabis businesses with the tools needed to succeed in a highly complex world of regulations. We are well positioned to continue scaling the Weedmaps marketplace in service of our users, while expanding the functionality of our WM Business SaaS offerings in service of our clients.”

Scott Gordon, CEO and Chairman of SSPK, commented, “We are proud to complete the combination of Silver Spike and WMH, further establishing Weedmaps as a leading online listings marketplace for cannabis consumers and businesses, and WM Business as the most comprehensive SaaS subscription offering sold to cannabis retailers and brands. We believe WMH is the most compelling investment opportunity in cannabis today and as a public company, WMH is uniquely positioned to deliver on its vision of helping licensed cannabis businesses thrive while driving growth and returns for shareholders.”

Transaction Overview

The transaction provides $579 million of gross proceeds primarily comprised of $254 million of cash from SSPK’s former trust account and $325 million of cash from a private investment in public equity (PIPE), not including transaction fees. The PIPE is anchored by investors including funds and accounts managed by AFV Partners, the Federated Hermes Kaufmann Funds and Senvest Management LLC along with a $35 million commitment from Silver Spike Capital. $125 million in proceeds will be delivered to the balance sheet of WMH as primary capital, including to pay transaction expenses and used to fund the company’s planned growth, including further scaling its cloud-based WM Business SaaS subscription offering, and growing its active user base and business listings in the U.S. and international markets. $455 million in proceeds will go to existing WMH equity holders. WMH’s executive officers have rolled 100% of their equity holdings as part of the transaction. A more detailed description of the transaction can be found in the definitive proxy statement filed by SSPK with the SEC on May 26, 2021.

Advisors

Rothschild & Co. served as exclusive financial and capital markets adviser and Cooley LLP and Dentons LLP served as legal advisors to WM Holding Company, LLC. Stifel, Nicolaus & Company, Incorporated and Piper Sandler & Co. served as joint placement agents and financial advisors. BTIG, LLC, Canaccord Genuity LLC, JMP Securities LLC, and Trust Securities, Inc. also served as capital markets advisors and Davis Polk & Wardwell LLP served as legal advisor to Silver Spike Acquisition Corp. Gibson, Dunn & Crutcher LLP and Jonathan Dennis served as legal advisors to the founders of WM Holding.

WM Holding Company, the Leading Technology Platform to the Cannabis Industry, to List on Nasdaq Through Merger With Silver Spike Acquisition Corp.

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  • WM Holding Company, LLC (“WMH” or “WM Holding”) operates Weedmaps, the leading online listings marketplace for cannabis consumers, and WM Business, a comprehensive software-as-a-service (“SaaS”) subscription offering for cannabis retailers and brands
  • The merger advances WM Holding’s mission to power a transparent and inclusive global cannabis economy and capitalize on its position as the largest technology provider in the sector
  • The estimated post transaction equity value of the combined Company is approximately $1.5 billion and provides up to $575 million of gross proceeds through the approximately $250 million of cash held-in-trust by Silver Spike Acquisition Corp. and a fully-committed common stock PIPE of $325 million
  • As a result of outsized demand, the PIPE offering was significantly oversubscribed and upsized, including investment from funds managed by AFV Partners, the Federated Hermes Kaufmann Funds and Senvest Management LLC along with a $35 million commitment from Silver Spike Capital
  • WM Holding’s executive officers will retain 100% of their equity in the combined company, which will have approximately $100 million of cash on hand after closing

CALIFORNIA: WM Holding Company, LLC and Silver Spike Acquisition Corp., a publicly-traded special purpose acquisition company, announced today a definitive agreement for a business combination that would result in WMH becoming a public company. The combined company will be led by Chris Beals, Chief Executive Officer of WMH, and is expected to remain listed on the Nasdaq Stock Market.

Company Overview

Founded in 2008, WMH operates Weedmaps, the leading online listings marketplace for cannabis consumers and businesses, and WM Business, the most comprehensive SaaS subscription offering sold to cannabis retailers and brands. The Company solely provides software and other technology solutions and is non-plant touching. WMH has grown revenue at a CAGR of 40% over the last five years and is on track to deliver $160 million in revenue and $35 million in EBITDA for 2020.

The cannabis market in the U.S. is expected to double over the next five years as the majority of U.S. adults support having legal access to cannabis. Despite these expectations of growth, cannabis users in the U.S. are still a small sub-segment of the population today, and retail density is still low across the majority of states with regulated legal cannabis markets. The regulations related to these markets are often complex and disparate across states as well as cities and counties within regulated states. Cannabis itself is a highly complex and non-shelf stable consumer product. These dynamics present a challenging and sometimes uncertain environment for consumers seeking legal cannabis products and for businesses selling to cannabis users while operating in a compliant fashion.

WMH addresses these challenges with its Weedmaps marketplace and WM Business SaaS subscription offering. Over the past 12 years, Weedmaps has grown to become the premier destination for cannabis consumers, with over 10 million monthly active users and over 18,000 business listings across every U.S. state, the District of Columbia and Puerto Rico with a legal cannabis market. Clients of the Company maintain listings in 9 international countries outside of the U.S. Through the Weedmaps website and mobile apps, WMH provides consumers with information regarding cannabis retailers and brands, as well as the availability of cannabis products, facilitating product discovery and online order-ahead for pickup or delivery by participating retailers.

The Company’s cloud-based WM Business SaaS subscription offering provides cannabis retailers with an end-to-end operating system to access valuable users, grow sales and scale their businesses at a compelling return-on-spend. This “business-in-a-box” functionality ranges from integrations supporting product menus that have online order-ahead, delivery order fulfillment software, data & analytics, a point-of-sale solution and a wholesale marketplace. WMH has been investing in and optimizing its WM Business software solution to also facilitate compliance for businesses amidst the complex, disparate and constantly evolving regulations governing the cannabis industry. Underlying this compliance functionality is a proprietary and sophisticated rules engine that is a core underpinning of the WM Business SaaS platform.

Chris Beals, WMH’s Chief Executive Officer, will continue to lead the Company along with the existing management team. Silver Spike’s CEO and Chairman, Scott Gordon, will join the merged company’s Board of Directors upon completion of the transaction.