Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On June 10, 2021, Silver Spike convened the General Meeting. At the General Meeting, a total of 16,870,394 Class A ordinary shares and 6,250,000 Class B ordinary shares of Silver Spike, out of a total of 24,998,575 Class A ordinary shares and
6,250,000 Class B ordinary shares issued and outstanding and entitled to vote as of the close of business on May 19, 2021 (the record date for the General Meeting), were present or represented by proxy. A summary of the voting results for the
following proposals, each of which is described in detail in the joint proxy statement/prospectus dated May 25, 2021 and first mailed to Silver Spike’s shareholders on or about May 28, 2021, is set forth below:
Proposal 1: Adoption of the Business Combination Proposal
Silver Spike’s shareholders approved the transactions contemplated by the Merger Agreement, pursuant to which Merger Sub will be merged with and into WMH, whereupon the separate limited liability company existence of Merger Sub will cease and
WMH will be the surviving company and continue in existence as a subsidiary of New WMH, on the terms and subject to the conditions set forth therein. The following were the tabulated votes “For” and “Against” this proposal as well as the number of
“Abstentions” and “Broker Non-Votes”:
FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTE
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22,340,887
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4,239
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775,268
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—
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Proposal 2: Adoption of the Nasdaq Proposal
Silver Spike’s shareholders approved, for purposes of complying with the Nasdaq Stock Market Listing Rules 5635(a), (b) and (d), the issuance by Silver Spike of an aggregate of (i) 32,500,000 shares of Class A common stock, par value $0.0001 per
share, to investors pursuant to the subscription agreements (the "subscription investors"), dated as of December 10, 2020, by and among Silver Spike and such subscription investors, pursuant to which the
subscription investors will purchase subscription shares in a privately negotiated transaction in connection with the consummation of the Business Combination ("subscription agreements"), and (ii) 65,984,049
shares of Class V common stock, par value $0.0001 per share, to certain members of WMH prior to the closing of the Business Combination (the "WMH equity holders") pursuant to the Merger Agreement, in each
case in a private placement, the proceeds of which will be used to finance the Business Combination and related transactions and the costs and expenses incurred in connection therewith. The following were the tabulated votes “For” and “Against” this
proposal as well as the number of “Abstentions” and “Broker Non-Votes”:
FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTE
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22,312,719
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16,124
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791,551
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—
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Proposal 3: Adoption of the Domestication Proposal
Silver Spike’s shareholders approved by special resolution the change of Silver Spike's jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and
domesticating and continuing as a corporation incorporated under the laws of the State of Delaware. The following were the tabulated votes “For” and “Against” this proposal as well as the number of “Abstentions” and “Broker Non-Votes”:
FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTE
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22,336,462
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5,772
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778,160
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—
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Proposal 4: Adoption of the Organizational Documents Proposal A
Silver Spike’s shareholders approved (i) the change of Silver Spike’s name from “Silver Spike Acquisition Corp.” to “WM Technology, Inc.,” (ii) adopting Delaware as the exclusive forum for certain stockholder litigation, (iii) upon the closing
of the Business Combination (the "Closing"), making New WMH's corporate existence perpetual, (iv) upon the Closing, providing for the ineffectiveness of certain provisions related to New WMH’s status as a
blank check company that will no longer be applicable to us upon consummation of the Business Combination and (v) granting an explicit waiver regarding corporate opportunities to New WMH and its directors, subject to certain exceptions. The
following were the tabulated votes “For” and “Against” this proposal as well as the number of “Abstentions” and “Broker Non-Votes”:
FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTE
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22,336,932
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5,661
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777,801
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—
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Proposal 5: Adoption of the Organizational Documents Proposal B
Silver Spike’s shareholders approved provisions providing that Silver Spike's board of directors will be divided into three classes following the Business Combination, with each class generally serving for a term of three years and with only one
class of directors being elected in each year. The following were the tabulated votes “For” and “Against” this proposal as well as the number of “Abstentions” and “Broker Non-Votes”:
FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTE
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21,373,795
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963,700
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782,899
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—
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Proposal 6: Adoption of the Organizational Documents Proposal C
Silver Spike’s shareholders approved provisions providing that the directors of Silver Spike, except for preferred stock directors, may only be removed for cause. The following were the tabulated votes “For” and “Against” this proposal as well
as the number of “Abstentions” and “Broker Non-Votes”:
FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTE
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21,360,036
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959,778
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800,580
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—
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Proposal 7: Adoption of the Organizational Documents Proposal D
Silver Spike’s shareholders approved provisions removing the ability of shareholders to call a special meeting of shareholders. The following were the tabulated votes “For” and “Against” this proposal as well as the number of “Abstentions” and
“Broker Non-Votes”:
FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTE
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21,192,135
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1,102,024
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826,235
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—
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Proposal 8: Adoption of the Organizational Documents Proposal E
Silver Spike’s shareholders approved provisions removing the ability of shareholders to act by written consent in lieu of a meeting. The following were the tabulated votes “For” and “Against” this proposal as well as the number of “Abstentions”
and “Broker Non-Votes”:
FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTE
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21,258,958
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1,058,846
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802,590
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—
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Proposal 9: Adoption of the Organizational Documents Proposal F
Silver Spike’s shareholders approved the change in the authorized capital stock of Silver Spike from (i) 200,000,000 Class A ordinary shares, par value $0.0001 per share, 20,000,000 Class B ordinary shares, par value $0.0001 per share, and
1,000,000 preferred shares, par value $0.0001 per share, to (ii) 1,500,000,000 shares of Class A common stock, par value $0.0001 per share, 500,000,000 shares of Class V common stock, par value $0.0001 per share, and 75,000,000 shares of preferred
stock, par value $0.0001 per share. The following were the tabulated votes “For” and “Against” this proposal as well as the number of “Abstentions” and “Broker Non-Votes”:
FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTE
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21,771,617
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525,448
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823,329
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—
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Proposal 10: Adoption of the Director Election Proposal
The holders of Silver Spike’s Class B ordinary shares (i) re-elected Silver Spike’s current director, Scott Gordon and (ii) elected Douglas Francis, Justin Hartfield, Christopher Beals, Tony Aquila, Fiona Tan, Olga Gonzalez, and Brenda Freeman,
in each case, to serve as directors upon completion of the Business Combination until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal. The following were the tabulated votes “For” and
“Against” this proposal as well as the number of “Abstentions” and “Broker Non-Votes”:
Scott Gordon
FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTE
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6,250,000
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0
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0
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—
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Douglas Francis
FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTE
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6,250,000
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0
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0
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—
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Justin Hartfield
FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTE
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6,250,000
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0
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0
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—
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Christopher Beals
FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTE
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6,250,000
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0
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0
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—
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Tony Aquila
FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTE
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6,250,000
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0
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0
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—
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Fiona Tan
FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTE
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6,250,000
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0
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0
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—
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Olga Gonzalez
FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTE
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6,250,000
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0
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0
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—
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Brenda Freeman
FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTE
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6,250,000
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0
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0
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—
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Proposal 11: Adoption of the Incentive Plan Proposal
Silver Spike’s shareholders approved the Incentive Plan. The following were the tabulated votes “For” and “Against” this proposal as well as the number of “Abstentions” and “Broker Non-Votes”:
FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTE
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16,898,948
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5,407,719
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813,727
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—
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Proposal 12: Adoption of the Stock Plan Proposal
Silver Spike’s shareholders approved the Stock Plan. The following were the tabulated votes “For” and “Against” this proposal as well as the number of “Abstentions” and “Broker Non-Votes”:
FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTE
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17,093,586
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5,228,100
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798,708
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—
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