WM TECHNOLOGY : Material Modification to Rights of Security Holders, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Amendment or Waiver to Code of Ethics, Financial Statements and Exhibits (form 8-K/A)

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 of this Amendment No. 1 is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

           Year.

At the Special Meeting, the Company's stockholders voted and approved, among other things, Proposal No. 4 - Organizational Documents Proposal A ("Proposal No. 4"), Proposal No. 5 - Organizational Documents Proposal B ("Proposal No. 5"), Proposal No. 6 - Organizational Documents Proposal C ("Proposal No. 6"), Proposal No. 7 - Organizational Documents Proposal C ("Proposal No. 7"), Proposal No. 8 - Organizational Documents Proposal E ("Proposal No. 8") and Proposal No. 9 - Organizational Documents Proposal F ("Proposal No. 9"), each of which is described in greater detail in the Proxy Statement/Prospectus.

The Amended and Restated Certificate of Incorporation of the Company (the "Certificate of Incorporation"), which became effective upon filing with the Secretary of State of the State of Delaware on June 15, 2021 includes the amendments proposed by Proposal No. 4, Proposal No. 5, Proposal No. 6, Proposal No. 7, Proposal No. 8 and Proposal No. 9. On June 16, 2021, the Board approved and adopted the Amended and Restated Bylaws (the "Bylaws"), which became effective as of the Effective Time.

Copies of the Certificate of Incorporation and the Bylaws are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.

The description of the Certificate of Incorporation and the general effect of the Certificate of Incorporation and the Bylaws upon the rights of holders of the Company's capital stock are included in the Proxy Statement/Prospectus under the sections entitled "Description of Securities" and "Comparison of Corporate Governance and Shareholder Rights" beginning on page 261 and page 196 of the Proxy Statement, respectively, which are incorporated herein by reference.

Item 5.05. Amendments to the Registrant's Code of Ethics, or Waiver of a

           Provision of the Code of Ethics.

In connection with the Business Combination, on June 16, 2021, the Board approved and adopted a new Code of Conduct applicable to all employees, officers and directors of the Company. A copy of the Code of Ethics can be found in the Investors section of the Company's website at ir.www.weedmaps.com.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.    Description
  2.1+         Agreement and Plan of Merger, dated December 10, 2020, by and among
               Silver Spike, Merger Sub, WMH, and the Holder Representative named
               therein (incorporated by reference to Exhibit 2.1 to the Current Report
               on Form 8-K filed on December 10, 2020).
  3.1          Certificate of Incorporation of the Company, dated June 15, 2021
               (incorporated by reference to Exhibit 3.1 to the Current Report on Form
               8-K filed on June 21, 2021).
  3.2          Amended and Restated Bylaws of the Company, dated June 16, 2021
               (incorporated by reference to Exhibit 3.2 to the Current Report on Form
               8-K filed on June 21, 2021).
  4.1          Form of Common Stock Certificate of the Company (incorporated by
               reference to Exhibit 4.1 to the Current Report on Form 8-K filed on
               June 21, 2021).
  4.2          Form of Warrant Certificate of the Company (incorporated by reference
               to Exhibit 4.2 to the Current Report on Form 8-K filed on June 21,
               2021).
  4.3          Warrant Agreement, dated August 7, 2019, between the Company and
               Continental Stock Transfer & Trust Company, as warrant agent
               (incorporated by reference to Exhibit 4.1 filed on Silver Spike's
               Current Report on Form 8-K, filed by the Company on August 12, 2019).
  10.1         Exchange Agreement, dated as of June 16, 2021, by and among the
               Company, Silver Spike Sponsor and the other parties thereto
               (incorporated by reference to Exhibit 10.1 to the Current Report on
               Form 8-K filed on June 21, 2021).
  10.2         Tax Receivable Agreement, dated as of June 16, 2021, by and among the
               Company and the other parties thereto (incorporated by reference to
               Exhibit 10.2 to the Current Report on Form 8-K filed on June 21, 2021).
  10.3         Fourth Amended and Restated Operating Agreement of WMH LLC
               (incorporated by reference to Exhibit 10.3 to the Current Report on
               Form 8-K filed on June 21, 2021).
  10.4         Form of Subscription Agreement (incorporated by reference to Exhibit
               10.1 to the Current Report on Form 8-K filed on December 10, 2020).
  10.5         Amended and Restated Registration Rights Agreement, dated as of June
               16, 2021, by and among the Company, Silver Spike Sponsor and the other
               parties thereto (incorporated by reference to Exhibit 10.5 to the
               Current Report on Form 8-K filed on June 21, 2021).
  10.6#        Form of Indemnification Agreement by and between the Company and its
               directors and officers (incorporated by reference to Exhibit 10.6 to
               the Current Report on Form 8-K filed on June 21, 2021).
  10.7#        WM Technology, Inc. 2021 Equity Incentive Plan (incorporated by
               reference to Exhibit 10.7 to the Current Report on Form 8-K filed on
               June 21, 2021).
  10.7(a)#     Form of Stock Option Grant Notice (incorporated by reference to Exhibit
               10.7(a) to the Current Report on Form 8-K filed on June 21, 2021).
  10.7(b)#     Form of RSU Award Grant Notice (incorporated by reference to Exhibit
               10.7(b) to the Current Report on Form 8-K filed on June 21, 2021).
  10.8#        WM Technology, Inc. 2021 Employee Stock Purchase Plan (incorporated by
               reference to Exhibit 10.8 to the Current Report on Form 8-K filed on
               June 21, 2021).
  10.9#        Offer letter by and between Ghost Management Group, LLC and Christopher
               Beals, dated July 31, 2015 (incorporated by reference to Exhibit 10.9
               to the Current Report on Form 8-K filed on June 21, 2021).
  10.10#       Offer letter by and between Ghost Management Group, LLC and Justin
               Dean, dated October 3, 2018 (incorporated by reference to Exhibit 10.10
               to the Current Report on Form 8-K filed on June 21, 2021).
  10.11#       Offer letter by and between Ghost Management Group, LLC and Steven
               Jung, dated May 17, 2017 (incorporated by reference to Exhibit 10.11 to
               the Current Report on Form 8-K filed on June 21, 2021).
  10.12        Lease by and between the Irvine Company LLC and Ghost Media Group, LLC,
               dated November 11, 2013, as amended (incorporated by reference to
               Exhibit 10.12 to the Current Report on Form 8-K filed on June 21,
               2021).
  10.13        First Amendment to Lease and Consent to Assignment by and between
               Discovery Business Center LLC, as successor-in-interest to the Irvine
               Company LLC, and Ghost Management Group, LLC, as successor-in-interest
               to Ghost Media Group, LLC, dated January 27, 2016 (incorporated by
               reference to Exhibit 10.13 to the Current Report on Form 8-K filed on
               June 21, 2021).
  10.14        Second Amendment to Lease, by and between Discovery Business Center LLC
               and Ghost Management Group, LLC, dated April 7, 2017 (incorporated by
               reference to Exhibit 10.14 to the Current Report on Form 8-K filed on
               June 21, 2021).
  10.15        Third Amendment to Lease, by and between Discovery Business Center LLC
               and Ghost Management Group, LLC, dated December 29, 2017 (incorporated
               by reference to Exhibit 10.15 to the Current Report on Form 8-K filed
               on June 21, 2021).
  10.16        Fourth Amendment to Lease, by and between Discovery Business Center LLC
               and Ghost Management Group, LLC, dated May 3, 2018 (incorporated by
               reference to Exhibit 10.16 to the Current Report on Form 8-K filed on
               June 21, 2021).
  10.17        Strategic Advisor Agreement, by and between the Company and Steven
               Jung, dated June 21, 2021 (incorporated by reference to Exhibit 10.17
               to the Current Report on Form 8-K filed on June 21, 2021).
  16.1         Letter from Marcum LLP to the SEC, dated June 16, 2021 (incorporated by
               reference to Exhibit 16.1 to the Current Report on Form 8-K filed on
               June 21, 2021).
  21.1         List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the
               Current Report on Form 8-K filed on June 21, 2021).
  99.1         Unaudited pro forma condensed combined financial information of the
               Company as of and for the three months ended March 31, 2021 and for the
               year ended December 31, 2020 (incorporated by reference to Exhibit 99.1
               to the Current Report on Form 8-K filed on June 21, 2021).

+ The schedules and exhibits to this agreement have been omitted pursuant to Item

601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will

be furnished to the SEC upon request.

# Indicates management contract or compensatory plan or arrangement.

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