SCHEDULE 13D/A: WM Technology Co-Founders Withdraw Acquisition Proposal Citing Market Shifts

WM Technology, Inc. co-founders Justin Hartfield and Douglas Francis have withdrawn their non-binding proposal to acquire the company, citing changes in cannabis industry dynamics and broader economic risks.

Summary

• Justin Hartfield and Douglas Francis, co-founders of WM Technology, Inc., have withdrawn their non-binding proposal to acquire all outstanding Class A and Class V common stock of the company that they do not currently own.
• The withdrawal was effective June 23, 2025, and communicated via a Letter of Withdrawal to the Special Committee of the Board.
• The original proposal was submitted on December 17, 2024.
• Mr. Hartfield beneficially owns an aggregate of 29,379,896 shares, representing 19.0% of the combined Class A and Class V common stock. This includes 61,679 Class A shares and 19,278,067 Class V shares with sole voting/dispositive power, and 10,040,150 Class V shares with shared voting/dispositive power through entities like Ghost Media, LLC and WM Founders Legacy II, LLC.
• Mr. Francis beneficially owns an aggregate of 31,856,695 shares, representing 20.1% of the combined Class A and Class V common stock. This includes 8,886,513 Class A shares and 3,740,393 Class V shares with sole voting/dispositive power, and 19,229,789 Class V shares with shared voting/dispositive power through entities like Rebecca Francis Legacy Trust, Ghost Media, LLC, WM Founders Legacy I, LLC, and Genco Incentives LLC.
• Mr. Francis's beneficial ownership also includes 4,342,391 Class A shares underlying restricted stock units granted on November 7, 2024, which began vesting quarterly on February 15, 2025, subject to continuous employment.
• As of May 1, 2025, there were 154,373,308 shares of WM Technology's Class A and Class V common stock outstanding.

Sentiment

Score: 3

Explanation: The withdrawal of a previously announced acquisition proposal by key insiders is generally a negative signal, indicating a lack of confidence in the current valuation or future prospects under the original terms, driven by adverse market and industry conditions. While an alternative proposal is mentioned, its uncertainty and the reasons for withdrawal contribute to a negative sentiment.

Negatives

• Co-founders Justin Hartfield and Douglas Francis withdrew their non-binding proposal to acquire all outstanding shares of WM Technology, Inc. they do not currently own.
• The withdrawal was attributed to material changes in end-market dynamics and valuations within the licensed cannabis industry, as well as risks to the broader U.S. economy.

Risks

• Changes in end-market dynamics and valuations in the licensed cannabis industry.
• Risks to the broader U.S. economy.

Future Outlook

The Reporting Persons may continue to consider and evaluate various plans, proposals, or potential transactions, including extraordinary corporate transactions such as a merger, reorganization, liquidation, or sale of material assets, or other transactions that could lead to the termination of registration under Section 12(g) of the Act. They also state they 'may submit an alternative proposal reflecting current market conditions.'

Management Comments

• "We submitted our non-binding proposal to acquire all of the outstanding shares of common stock (Class A and Class V) of WM Technology, Inc. (the Company) that we do not currently own (the Proposal) on December 17, 2024."
• "Since that time, end-market dynamics and valuations in the licensed cannabis industry as well as risks to the broader US economy have changed materially."
• "As a result of these external factors, we can no longer support and must withdraw the Proposal."
• "We remain passionate about the Company and continue to believe in the benefits of a transaction for all stakeholders."
• "We plan to continue to evaluate the situation and may submit an alternative proposal reflecting current market conditions."

Industry Context

The withdrawal of the acquisition proposal is directly attributed to material changes in end-market dynamics and valuations within the licensed cannabis industry. This indicates a challenging or uncertain environment within the sector, impacting potential M&A activities and valuations.

Related Party Transactions

• On December 31, 2024, Mr. Francis transferred 8,691,425 shares of Class V common stock to the Rebecca Francis Legacy Trust dated 5/14/24 for estate planning purposes.

Stakeholder Impact

• Shareholders: The withdrawal of the acquisition proposal removes a potential premium for shares, which could negatively impact shareholder value. The possibility of future alternative proposals or other corporate transactions creates uncertainty.
• Management/Employees: The vesting of restricted stock units for Mr. Francis indicates ongoing compensation structures, but the broader uncertainty regarding corporate transactions could impact employee morale or future compensation plans.

Next Steps

• The Reporting Persons may continue to consider and evaluate one or more plans, proposals, or potential transactions.
• These potential transactions could include an extraordinary corporate transaction such as a merger, reorganization, or liquidation.
• They may also include the sale of a material amount of assets of the Issuer or its subsidiaries.
• Other transactions might have the effect of causing the Class A common stock to become eligible for termination of registration under Section 12(g) of the Act.
• The co-founders plan to continue evaluating the situation and may submit an alternative proposal reflecting current market conditions.

Key Dates

Recommendation

Keywords

WM Technology, Schedule 13D, SEC filing, beneficial ownership, acquisition proposal, tender offer, cannabis industry, market dynamics, economic risks, Justin Hartfield, Douglas Francis, Class A common stock, Class V common stock, restricted stock units, corporate governance