DEFA14A: WM Technology Announces Auditor Change to Baker Tilly Following Moss Adams Merger, Citing Persistent Internal Control Weaknesses

WM Technology, Inc. has announced a change in its independent registered public accounting firm from Moss Adams LLP to Baker Tilly US, LLP, effective June 3, 2025, due to a merger, while also reiterating previously disclosed material weaknesses in its internal control over financial reporting for 2023 and 2024.

Summary

• WM Technology, Inc. (the Company) filed a Supplement to its definitive proxy statement (Schedule 14A) to update information regarding its independent registered public accounting firm.
• Moss Adams LLP, the Company's previous auditor, merged with Baker Tilly US, LLP on June 3, 2025, leading to Moss Adams' resignation.
• The Audit Committee of the Board approved the appointment of Baker Tilly US, LLP as the successor independent registered public accounting firm for the fiscal year ending December 31, 2025.
• Moss Adams had issued an unqualified opinion on the Company's consolidated financial statements for the years ended December 31, 2024 and 2023.
• However, Moss Adams also issued an adverse opinion on the effectiveness of internal control over financial reporting for both December 31, 2024, and December 31, 2023, due to material weaknesses.
• There were no disagreements with Moss Adams on accounting principles, financial statement disclosure, or auditing scope, except for the disclosed material weaknesses in internal controls.
• Neither the Company nor anyone on its behalf consulted with Baker Tilly regarding accounting principles or audit opinions prior to their appointment.
• Moss Adams' resignation was a result of the merger and was not sought or approved by the Company's Board or Audit Committee.
• The Board recommends a vote FOR Proposal No. 3 to ratify the appointment of Baker Tilly as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
• Votes previously cast for Moss Adams will be considered votes for Baker Tilly.

Sentiment

Score: 4

Explanation: The document is largely procedural regarding an auditor change due to a merger, which is neutral. However, it reiterates the significant negative finding of material weaknesses in internal control over financial reporting for two consecutive years, which weighs down the overall sentiment.

Positives

• The transition of the independent registered public accounting firm was a result of a merger between audit firms, rather than a disagreement or dismissal by the Company.
• Moss Adams issued an unqualified opinion on the Company's consolidated financial statements for 2023 and 2024, indicating the financial statements were presented fairly in all material respects.

Negatives

• The Company's internal control over financial reporting was not effective as of December 31, 2023, and December 31, 2024, due to material weaknesses, resulting in an adverse opinion from the independent auditor for both years.

Risks

• Material weaknesses in internal control over financial reporting as of December 31, 2023, and December 31, 2024, which could impact the reliability of financial reporting.

Future Outlook

A representative of Baker Tilly is expected to attend the Annual Meeting via live webcast, with an opportunity to make a statement and respond to appropriate questions from stockholders.

Management Comments

• "The Board recommends a vote For Proposal No. 3 to ratify the appointment of Baker Tilly as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2025."

Industry Context

The change in auditor due to a merger is a common occurrence in the accounting industry. However, the persistent material weaknesses in internal controls for two consecutive years (2023 and 2024) indicate a company-specific challenge in financial reporting infrastructure and compliance, which is a significant concern for corporate governance and investor confidence.

Corporate Governance

Stakeholder Impact

• Shareholders: Will vote on the ratification of the new auditor. The disclosed material weaknesses in internal controls could impact investor confidence and the perceived reliability of financial reporting.
• Management: Responsible for addressing and remediating the identified material weaknesses in internal controls.
• Auditors (Baker Tilly): Will be responsible for auditing the Company's financial statements and internal controls for the fiscal year ending December 31, 2025.

Next Steps

• Stockholders are urged to read the Supplement, the Proxy Statement, and all related proxy materials carefully before making any voting decision.
• The Annual Meeting of Stockholders is scheduled for Tuesday, June 24, 2025, at 10:00 a.m. Pacific Time.
• Stockholders will vote on Proposal No. 3 to ratify the appointment of Baker Tilly as the independent registered public accounting firm for the fiscal year ending December 31, 2025.

Key Dates

Keywords

WM Technology, SEC filing, proxy statement, auditor change, independent registered public accounting firm, Moss Adams, Baker Tilly, internal controls, material weaknesses, corporate governance, Schedule 14A