As filed with the Securities and Exchange Commission on March 20, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
WM Technology, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 98-1605615 | |||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S Employer Identification No.) | |||||||
41 Discovery Irvine, California | 92618 | |||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
| WM Technology, Inc. 2021 Equity Incentive Plan | ||
| WM Technology, Inc. 2021 Employee Stock Purchase Plan | ||
| (Full Title of the Plan) | ||
| Brian Camire | ||
| General Counsel | ||
| WM Technology, Inc. | ||
| 41 Discovery | ||
| Irvine, California 92618 | ||
| (Name and address of agent for service) | ||
| Tel: (844) 933-3627 | ||
| (Telephone number, including area code, of agent for service) | ||
| Copies to: | ||
| Dave Peinsipp | ||
| Kristin VanderPas | ||
| Peter Byrne | ||
| Cooley LLP | ||
| 3 Embarcadero Center, 20th Floor | ||
| San Francisco, California 94111 | ||
| Tel: (415) 693-2000 | ||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☒ | |||||||||||
| 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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
WM Technology, Inc. (the “Registrant”) is filing this registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register the offering of an additional 9,201,158 shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), of the Registrant. The 9,201,158 shares of Class A Common Stock being registered herein include (i) 7,667,632 shares of Class A Common Stock issuable pursuant to the WM Technology, Inc. 2021 Equity Incentive Plan (the “2021 EIP”) and (ii) 1,533,526 shares of Class A Common Stock issuable pursuant to the WM Technology, Inc. 2021 Employee Stock Purchase Plan (the “2021 ESPP”). These additional shares of Class A Common Stock are securities of the same class as other securities for which earlier registration statements on Form S-8 were filed with the Commission on August 26, 2021 (File No. 333-259072), on October 5, 2022 (File No. 333-267744), on March 17, 2023 (File No. 333-270647), and on July 29, 2024 (File No. 333-281087) (collectively, the “Prior Registration Statements”). Accordingly, the contents of the Prior Registration Statements are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8. These additional shares of Class A Common Stock have become reserved for issuance as a result of the operation of the “evergreen” provisions in each of the 2021 EIP and 2021 ESPP, which provide that the total number of shares subject to such plan may be increased each year pursuant to a specified formula.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission are hereby incorporated by reference in this Registration Statement:
(a) the Registrant’s annual report on Form 10-K for the fiscal year ended December 31, 2024 filed with the Commission on March 13, 2025 (File No. 333-39021);
(b) the description of the Class A Common Stock contained in our Registration Statement on Form 8-A, filed with the Commission on August 7, 2019 (File No. 001-39021, as updated by Exhibit 4.5 to the Registrant’s annual report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on March 13, 2025 (File No. 333-39021), together with any amendment or report filed for the purpose of updating such description.
All reports and other documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, other than Current Reports on Form 8-K furnished under Item 2.02 and Item 7.01 of Form 8-K and any exhibits furnished on such form that relate to such items, after the date of this Registration Statement, and prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of filing of such reports and documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration statement to the extent that a statement herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not constitute a part of this Registration statement, except as so modified or superseded.
Item 8. Exhibits.
Incorporated by Reference | ||||||||||||||||||||||||||||||||
| Exhibit No. | Description | Form | File no. | Exhibit | Filing Date | |||||||||||||||||||||||||||
| 8-K | 001-39021 | 3.1 | June 22, 2021 | |||||||||||||||||||||||||||||
| 8-K | 001-39021 | 3.2 | June 22, 2021 | |||||||||||||||||||||||||||||
| 8-K | 001-39021 | 4.1 | June 22, 2021 | |||||||||||||||||||||||||||||
| 23.2 | Consent of Cooley LLP (included in Exhibit 5.1) | |||||||||||||||||||||||||||||||
24.1 | Power of Attorney (included on signature page) | |||||||||||||||||||||||||||||||
| 8-K | 001-39021 | 10.7 | June 22, 2021 | |||||||||||||||||||||||||||||
| 8-K | 001-39021 | 10.8 | June 22, 2021 | |||||||||||||||||||||||||||||
| 8-K | 001-39021 | 10.7(a) | June 22, 2021 | |||||||||||||||||||||||||||||
| 8-K | 001-39021 | 10.7(b) | June 22, 2021 | |||||||||||||||||||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California on March 20, 2025.
| WM TECHNOLOGY, INC. | |||||
| /s/ Douglas Francis | |||||
| Name: Douglas Francis | |||||
| Title: Chief Executive Officer | |||||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Douglas Francis and Susan Echard, and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated.
| Signature | Title | Date | ||||||||||||
/s/ Douglas Francis | Chief Executive Officer | March 20, 2025 | ||||||||||||
| Douglas Francis | (Principal Executive Officer) | |||||||||||||
/s/ Susan Echard | Chief Financial Officer | March 20, 2025 | ||||||||||||
| Susan Echard | (Principal Financial Officer and Principal Accounting Officer) | |||||||||||||
/s/ Tony Aquila | Director | March 20, 2025 | ||||||||||||
| Tony Aquila | ||||||||||||||
/s/ Anthony Bay | Director | March 20, 2025 | ||||||||||||
| Anthony Bay | ||||||||||||||
/s/ Brenda Freeman | Director | March 20, 2025 | ||||||||||||
| Brenda Freeman | ||||||||||||||
/s/ Olga Gonzalez | Director | March 20, 2025 | ||||||||||||
| Olga Gonzalez | ||||||||||||||
/s/ Scott Gordon | Director | March 20, 2025 | ||||||||||||
| Scott Gordon | ||||||||||||||
| /s/ Glen Ibbott | Director | March 20, 2025 | ||||||||||||
| Glen Ibbott | ||||||||||||||