Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
August 10 2022 - 06:04AM
Edgar (US Regulatory)
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-257774
Prospectus Supplement No. 4
(To Prospectus dated May 5, 2022)
This prospectus supplement updates and supplements the prospectus
dated May 5, 2022 (the “Prospectus”), which forms a part of our
Registration Statement on Form S-1, as amended (Registration No.
333-257774). This prospectus supplement is being filed to update
and supplement the information in the Prospectus with the
information contained in our Current Report on Form 8-K filed with
the Securities and Exchange Commission on August 9, 2022 (the
“Current Report on Form 8-K”). Accordingly, we have attached the
Current Report on Form 8-K to this prospectus supplement. As noted
in the Current Report on Form 8-K, Item 2.02 and Exhibit 99.1 shall
not be deemed incorporated by reference into the
Prospectus.
You should read this prospectus supplement in conjunction with the
Prospectus, including any amendments or supplements to it. This
prospectus supplement is not complete without, and may not be
delivered or used except in conjunction with, the Prospectus,
including any amendments or supplements to it. This prospectus
supplement is qualified by reference to the Prospectus, except to
the extent that the information provided by this prospectus
supplement supersedes information contained in the Prospectus. You
should not assume that the information provided in this prospectus
supplement, the Prospectus or any prior prospectus supplement is
accurate as of any date other than their respective dates. Neither
the delivery of this prospectus supplement, the Prospectus or any
prior prospectus supplement, nor any sale made hereunder or
thereunder, shall under any circumstances create any implication
that there has been no change in our affairs since the date of this
prospectus supplement, or that the information contained in this
prospectus supplement, the Prospectus or any prior prospectus
supplement is correct as of any time after the date of that
information.
Our Class A Common Stock and Public Warrants are listed on The
Nasdaq Global Select Market (“Nasdaq”) under the symbols “MAPS” and
“MAPSW,” respectively. On August 8, 2022, the closing price of our
Class A Common Stock was $3.57 and the closing price for our Public
Warrants was $0.7505.
SEE THE SECTION ENTITLED “RISK FACTORS” BEGINNING ON PAGE 7 OF THE
PROSPECTUS, AS UPDATED AND SUPPLEMENTED UNDER SIMILAR HEADINGS IN
ANY FURTHER AMENDMENTS OR SUPPLEMENTS TO THE PROSPECTUS, TO READ
ABOUT FACTORS YOU SHOULD CONSIDER BEFORE BUYING OUR
SECURITIES.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if the Prospectus or this prospectus
supplement is truthful or complete. Any representation to the
contrary is a criminal offense.
The date of this prospectus supplement is August 9,
2022.
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): August 9,
2022
WM TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
001-39021 |
98-1605615 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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41 Discovery
Irvine, California
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92618 |
(Address of principal executive offices) |
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(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:
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☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240-13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
Class A Common Stock, $0.0001 par value per share |
MAPS
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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
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MAPSW
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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 August 9, 2022, WM Technology, Inc. (the "Company")
announced its financial results for the second quarter ended June
30, 2022. 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 8.01
Other Events
On August 9, 2022, the Company announced the appointment of Douglas
Francis as Executive Chair of the Company’s Board of Directors (the
“Board”). For additional information regarding Mr. Francis, see the
Company’s Proxy Statement filed with the Securities and Exchange
Commission on April 29, 2022.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number |
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Description |
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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.
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Dated: August 9, 2022 |
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WM TECHNOLOGY, INC. |
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By: |
/s/ Arden Lee |
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Arden Lee |
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Chief Financial Officer |
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