WM Technology (MAPS) plans Nasdaq delisting, OTC move and auditor change
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
WM Technology, Inc. plans to voluntarily delist its Class A common stock and warrants from the Nasdaq Global Select Market and deregister these securities under the Exchange Act. The company expects to file a Form 25 on or about April 17, 2026, with Nasdaq trading likely ending on or about April 24, 2026, after which it aims to have its securities quoted on an OTC Markets venue, though ongoing liquidity and market making are not assured.
The company also dismissed Baker Tilly US, LLP as its independent registered public accounting firm and engaged Macias Gini & O’Connell LLP for the 2026 fiscal year. Baker Tilly had issued unqualified opinions on past financial statements but adverse opinions on the effectiveness of internal control over financial reporting due to material weaknesses as of December 31, 2024 and 2025. Director Scott Gordon resigned from the Board and its committees, with the company stating his departure was not due to any disagreement over operations, policies, or practices.
Positive
- None.
Negative
- Voluntary Nasdaq delisting and deregistration of common stock and warrants, with the company itself stating this will likely adversely affect price and reduce liquidity for existing shareholders.
- Transition to OTC trading after delisting introduces uncertainty around broker market making and may result in significantly lower liquidity and greater price volatility for the securities.
- Adverse internal control opinions from the prior auditor for both 2024 and 2025 due to material weaknesses in internal control over financial reporting, indicating ongoing control and reporting risk.
- Change of independent auditor following these adverse control opinions, which, while reported without disagreements, adds another layer of uncertainty around financial reporting and oversight.
Insights
Delisting, OTC move, control weaknesses and auditor change heighten risk profile.
WM Technology intends to delist its common stock and warrants from Nasdaq, deregister them under the Exchange Act, and transition trading to an OTC venue. The company itself warns this will likely hurt the price and reduce liquidity, making entry and exit harder for shareholders.
The Board cites Nasdaq-related operational limits, weak liquidity and analyst coverage, and compliance costs as reasons. At the same time, the prior auditor issued adverse opinions on internal control over financial reporting for both 2024 and 2025 due to material weaknesses, and has now been replaced. While there are no reported disagreements with either auditor or the resigning director, the combination of delisting, OTC trading, persistent control weaknesses, and an auditor change would typically be viewed as an overall negative development for many investors.
8-K Event Classification
5 items: 3.01, 4.01, 5.02, 7.01, 9.01
5 items
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Securities
The company received a delisting notice or transferred its listing to a different exchange.
Item 4.01
Changes in Registrant's Certifying Accountant
Governance
The company changed its independent auditing firm, which may involve disagreements on accounting matters.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Planned Form 25 filing date: on or about April 17, 2026
Expected last Nasdaq trading day: on or about April 24, 2026
Warrant exercise price: $11.50 per share
+3 more
6 metrics
Planned Form 25 filing date
on or about April 17, 2026
To delist common stock and warrants from Nasdaq and deregister under Section 12(b)
Expected last Nasdaq trading day
on or about April 24, 2026
Final day common stock and warrants trade on Nasdaq before delisting
Warrant exercise price
$11.50 per share
Each whole warrant exercisable for one share of Class A common stock
Fiscal years with adverse ICFR opinions
2024 and 2025
Former auditor cited material weaknesses in internal control over financial reporting
New auditor engagement year
Fiscal year ending December 31, 2026
Macias Gini & O’Connell LLP engaged as independent registered public accounting firm
Director resignation date
April 6, 2026
Scott Gordon resigned from the Board and all committees, effective immediately
Key Terms
Form 25, Form 15, internal control over financial reporting, material weaknesses, +2 more
6 terms
Form 25 regulatory
"intends to file a Form 25 with the U.S. Securities and Exchange Commission"
A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.
Form 15 regulatory
"expects to file a Form 15 with the SEC to deregister the Common Stock"
A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.
internal control over financial reporting financial
"an adverse opinion on the effectiveness of internal control over financial reporting due to material weaknesses"
Internal control over financial reporting is a company’s system of procedures and checks designed to make sure its financial statements are accurate and complete, like a set of guardrails and verification steps that catch mistakes or fraud before numbers are published. Investors care because strong controls make reported results more trustworthy, lower the risk of surprise restatements or regulatory problems, and give greater confidence when valuing the company or comparing it to peers.
material weaknesses financial
"internal control over financial reporting was not effective as of December 31, 2024 due to material weaknesses"
Material weaknesses are significant flaws in a company’s systems for ensuring its financial reports are accurate and reliable. Like a broken lock on a safe, they increase the chance that financial statements contain big errors or omissions, which can mislead investors about performance and risk; discovering one often raises questions about management oversight, may lead to restated results, and can affect investor confidence and a company’s valuation.
OTC Markets Group Inc. market
"expects that the Common Stock and Warrants will be quoted for trading on a market operated by OTC Markets Group Inc."
OTC Markets Group Inc. operates electronic trading platforms that connect buyers and sellers of stocks not listed on major exchanges; think of it as a digital marketplace for smaller, less-visible companies. Investors care because it affects how easily shares can be bought or sold, how much public information is available about a company, and the level of risk and price volatility — similar to the difference between shopping at a large supermarket versus a neighborhood flea market.
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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): April 3, 2026
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (Address of principal executive offices) | (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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||
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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 7, 2026, WM Technology, Inc. (the “Company”) provided notice of its voluntary intention to delist the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and warrants to purchase shares of its Common Stock (the “Warrants”) from the Nasdaq Global Select Market (“Nasdaq”) and eventual deregistration of the Common Stock and the Warrants under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company notified Nasdaq that it intends to file a Form 25 with the U.S. Securities and Exchange Commission (the “SEC”) on or about April 17, 2026 to effect the delisting of the Common Stock and the Warrants from Nasdaq and to deregister the Common Stock and the Warrants under Section 12(b) of the Exchange Act. The removal of the Common Stock and the Warrants from Nasdaq will be effective 10 days after the filing of the Form 25. Once permitted, the Company expects to file a Form 15 with the SEC to deregister the Common Stock and the Warrants under the Exchange Act and suspend the Company’s duty to file any reports required under Section 13(a) and 15(d) of the Exchange Act.
Following the delisting of the Common Stock and Warrants on Nasdaq, the Company expects that the Common Stock and Warrants will be quoted for trading on a market operated by OTC Markets Group Inc. (the “OTC”) so that a trading market may continue to exist for such securities. There is no guarantee, however, that a broker will continue to make a market in the Common Stock and the Warrants. As a result of the foregoing, the price of the Company’s Common Stock and Warrants will likely be adversely affected and there will likely be a decrease in the liquidity of the Company’s Common Stock and Warrants.
Item 4.01 Changes in Registrant's Certifying Accountant.
(a) Dismissal of Independent Registered Public Accounting Firm
On April 3, 2026, following approval by the Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of the Company, the Company dismissed its independent registered public accounting firm, Baker Tilly US, LLP (“BT”), effective immediately. As reported below, the Company engaged Macias Gini & O’Connell LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
The audit reports of BT on the Company’s consolidated financial statements for the years ended December 31, 2025 and 2024, and for the years then ended, and internal control over financial reporting as of December 31, 2025, contained an unqualified opinion on the consolidated financial statements and an adverse opinion on the effectiveness of internal control over financial reporting due to material weaknesses.
During the years ended December 31, 2025 and 2024, and the subsequent interim period through the date of this Current Report on Form 8-K, there were no (i) “disagreements,” within the meaning of Item 304(a)(1)(iv) of Regulation S-K promulgated under the Exchange Act (“Regulation S-K”), and the related instructions thereto, with BT on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to BT’s satisfaction, would have caused it to make reference to the subject matter of the disagreements in connection with its reports on the Company’s financial statements, or (ii) reportable events requiring disclosure pursuant to Item 304(a)(1)(v) of Regulation S-K and the related instructions thereto, except that (a) as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, the Company reported that its internal control over financial reporting was not effective as of December 31, 2024 due to material weaknesses in its internal controls and (b) as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, the Company reported that its internal control over financial reporting was not effective as of December 31, 2025 due to material weaknesses in its internal controls.
The Company has provided BT with a copy of this Current Report on Form 8-K prior to its filing with the SEC and requested that BT furnish the Company with a letter addressed to the SEC stating whether it agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of BT’s letter to the SEC, dated April 7, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K and is incorporated herein by reference.
(b) Engagement of New Independent Registered Public Accounting Firm
On April 3, 2026, following approval by the Audit Committee of the Board, the Company engaged Macias Gini & O’Connell LLP (“MGO”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, effective immediately.
During the years ended December 31, 2025 and 2024, and the subsequent interim period through the date of this Current Report on Form 8-K, neither the Company, nor anyone on its behalf, consulted with MGO regarding: (i) either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, or (ii) any matter that was either the subject of a “disagreement,” within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto, or a “reportable event,” within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions thereto.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 6, 2026, Scott Gordon notified the Company of his decision to resign as a member of the Board and all committees of the Board, effective immediately. Mr. Gordon’s decision was not based on any disagreement with the Company or on any matter relating to the Company’s operations, policies or practices.
Item 7.01 Regulation FD Disclosure.
On April 7, 2026, the Company issued a press release regarding the intended delisting and deregistration of the Common Stock and the Warrants. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Forward-Looking Statements.
This Current Report on Form 8-K includes “forward-looking statements” regarding the Company’s future business expectations which involve risks and uncertainties. Forward looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the Company’s strategy, intentions to voluntarily delist the Common Stock and the Warrants from Nasdaq and to deregister its Common Stock and Warrants under the Exchange Act, and the anticipated timing and any anticipated results of such actions. These statements are based on various assumptions, whether or not identified in this Current Report on Form 8-K, and on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company. These forward-looking statements are subject to a number of risks and uncertainties, including market reactions or impacts resulting from the Company’s delisting and deregistration, including the impact on the Company’s liquidity and the price of its Common Stock and Warrants; the Company’s eligibility for and timing of quotation on the OTC markets; the possibility that trading in the Company’s Common Stock and Warrants on the OTC markets, if available, may be significantly less liquid and/or have greater price volatility; the Company’s financial and business performance, including key business metrics and any underlying assumptions thereunder; market opportunity and the Company’s ability to acquire new clients and retain existing clients; expectations and timing related to commercial product launches; success of the Company’s go-to-market strategy; the Company’s ability to scale its business and expand its offerings; the Company’s competitive advantages and growth strategies; the Company’s future capital requirements and sources and uses of cash; the impact of the material weaknesses in the Company’s internal controls and ability to remediate these material weaknesses in the timing the Company anticipates, or at all; the outcome of any known and unknown litigation and regulatory proceedings; changes in domestic and foreign business, market, financial, political and legal conditions; the effect of macroeconomic conditions, including but not limited to inflation, tariffs, public health crises, uncertain credit and global financial markets, past and potential future disruptions in access to bank deposits or lending commitments due to bank failures, current and potential future geopolitical events, including the military conflicts between Russia and Ukraine and in the Middle East, and the occurrence of a catastrophic event, including but not limited to severe weather, war, or terrorist attack; future global, regional or local economic and market conditions affecting the cannabis industry; the development, effects and enforcement of and changes to laws and regulations, including with respect to the cannabis and hemp industries; the Company’s ability to successfully capitalize on new and existing cannabis markets, including its ability to successfully monetize its solutions in those markets; the Company’s ability to manage future growth; the Company’s ability to effectively anticipate and address changes in the end-user market in the cannabis industry; the Company’s ability to develop new products and solutions, bring them to market in a timely manner, and make enhancements to its platform; the Company’s ability to maintain and grow its two-sided marketplace, including its ability to acquire and retain paying clients; the Company’s ability to continue to collect on outstanding receivables; the Company’s ability to realize the expected benefits of any strategic acquisitions; the effects of competition on the Company’s future business; the Company’s success in retaining or recruiting, or changes required in, officers, key employees or directors; cyber-attacks and security vulnerabilities; the possibility that the Company may be adversely affected by other economic, business or competitive and those factors discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 12, 2026. If any of these risks materialize or these assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company does not presently know or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date of this Current Report on Form 8-K. The Company anticipates that subsequent events and developments will cause the Company’s assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this Current Report on Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibits are filed with this Current Report on Form 8-K:
| No. | Description of Exhibits | |||||||
16.1 | Letter to Securities and Exchange Commission from Baker Tilly US, LLP, dated April 7, 2026 | |||||||
99.1 | Press Release, dated April 7, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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.
Dated: April 7, 2026 | |||||||||||
| WM TECHNOLOGY, INC. | |||||||||||
| By: | /s/ Susan Echard | ||||||||||
| Susan Echard | |||||||||||
| Chief Financial Officer | |||||||||||
Exhibit 99.1
WM TECHNOLOGY, INC. ANNOUNCES VOLUNTARY DELISTING FROM NASDAQ
IRVINE, CA. – April 7, 2026 – WM Technology, Inc. (“WM Technology” or the “Company”) (Nasdaq: MAPS), a leading marketplace and technology solutions provider to the cannabis industry, today announced its decision to voluntarily delist its Class A common stock and warrants from The Nasdaq Global Select Market (“Nasdaq”).
The Company intends to file a Form 25 with the Securities and Exchange Commission (the “SEC”) to delist its Class A common stock and warrants from Nasdaq and to deregister its Class A common stock and warrants under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or about April 17, 2026, and as a result, the Company expects that the last trading day of its Class A common stock and warrants on Nasdaq will be on or about April 24, 2026. Once permitted, the Company expects to file a Form 15 with the SEC to deregister its Class A common stock and warrants under the Exchange Act and suspend the Company’s duty to file any reports required under Section 13(a) and 15(d) of the Exchange Act.
Following a thorough review, the Company’s Board of Directors (the “Board”) concluded that delisting the Company’s securities from Nasdaq is in the best interests of the Company, its shareholders, and other stakeholders. The Board’s decision was the result of careful review and consideration of several factors, including, but not limited to, (1) the limitations a Nasdaq listing places on the Company’s operations and strategies for providing services to cannabis end markets, (2) the constraints on the Company's ability to achieve long-term, sustainable value creation in an evolving industry, (3) the lack of significant liquidity in the Company’s securities due to a lack of comparable companies and limited investor interest and analyst coverage, and (4) the required personnel resources and expenses relating to continued Exchange Act and Nasdaq disclosure and reporting requirements and other regulatory burdens, which have resulted and would continue to result in significant operating expense and attention of the Company’s management team.
“This decision is about positioning WM Technology to win over the long term. The cannabis industry has a unique regulatory reality, and operating outside the constraints of a national exchange gives us the agility and focus to build the best possible business for our clients and investors as this industry continues to evolve,” said Doug Francis, CEO and Chairman of WM Technology.
Following the delisting of the Company’s Class A common stock and warrants from Nasdaq, the Company expects that its Class A common stock and warrants will be quoted for trading on a market operated by OTC Markets Group Inc. (the “OTC”) so that a trading market may continue to exist for such securities. There is no guarantee, however, that a broker will continue to make a market in the Company’s Class A common stock and warrants.
About WM Technology
Founded in 2008, WM Technology operates Weedmaps, a leading cannabis marketplace for consumers, as well as a broad set of eCommerce and compliance software solutions for cannabis businesses and
Exhibit 99.1
brands in U.S. state-legal markets. WM Technology holds a strong belief in the power of cannabis and the importance of enabling safe, legal access to consumers worldwide.
Over the past 18 years, the Weedmaps marketplace has become a premier destination for cannabis consumers to discover and browse cannabis-related products, access daily dispensary deals, order ahead for pick-up and delivery by participating retailers (where applicable) and learn about the plant. The Company also offers eCommerce-enablement tools designed to help cannabis retailers and brands reach consumers, create business efficiency, and manage industry-specific compliance needs.
Headquartered in Irvine, California, the Company is committed to advocating for full U.S. legalization, industry-wide social equity, and continued education about the plant through key partnerships and cannabis subject matter experts. Visit us at www.weedmaps.com.
Forward-Looking Statements
This press release includes “forward-looking statements” regarding the Company’s future business expectations which involve risks and uncertainties. Forward looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the Company’s strategy, intentions to voluntarily delist its securities from Nasdaq and to deregister its Class A common stock and warrants under the Exchange Act, and the anticipated timing and any anticipated results of such actions. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company. These forward-looking statements are subject to a number of risks and uncertainties, including market reactions or impacts resulting from the Company’s delisting and deregistration, including the impact on the Company’s liquidity and the price of its Class A common stock and warrants; the Company’s eligibility for and timing of quotation on the OTC markets; the possibility that trading in the Company’s securities on the OTC markets, if available, may be significantly less liquid and/or have greater price volatility; the Company’s financial and business performance, including key business metrics and any underlying assumptions thereunder; market opportunity and the Company’s ability to acquire new clients and retain existing clients; expectations and timing related to commercial product launches; success of the Company’s go-to-market strategy; the Company’s ability to scale its business and expand its offerings; the Company’s competitive advantages and growth strategies; the Company’s future capital requirements and sources and uses of cash; the impact of the material weaknesses in the Company’s internal controls and ability to remediate these material weaknesses in the timing the Company anticipates, or at all; the outcome of any known and unknown litigation and regulatory proceedings; changes in domestic and foreign business, market, financial, political and legal conditions; the effect of macroeconomic conditions, including but not limited to inflation, tariffs, public health crises, uncertain credit and global financial markets, past and potential future disruptions in access to bank deposits or lending commitments due to bank failures, current and potential future geopolitical events, including the military conflicts between Russia and Ukraine and in the Middle East, and the occurrence of a catastrophic event, including but not limited to severe weather, war, or terrorist attack; future global, regional or local economic and market conditions affecting the cannabis industry; the development, effects and enforcement of and changes to laws and regulations, including with respect to the cannabis and hemp industries; the Company’s ability
Exhibit 99.1
to successfully capitalize on new and existing cannabis markets, including its ability to successfully monetize its solutions in those markets; the Company’s ability to manage future growth; the Company’s ability to effectively anticipate and address changes in the end-user market in the cannabis industry; the Company’s ability to develop new products and solutions, bring them to market in a timely manner, and make enhancements to its platform; the Company’s ability to maintain and grow its two-sided marketplace, including its ability to acquire and retain paying clients; the Company’s ability to continue to collect on outstanding receivables; the Company’s ability to realize the expected benefits of any strategic acquisitions; the effects of competition on the Company’s future business; the Company’s success in retaining or recruiting, or changes required in, officers, key employees or directors; cyber-attacks and security vulnerabilities; the possibility that the Company may be adversely affected by other economic, business or competitive and those factors discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 12, 2026. If any of these risks materialize or these assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company does not presently know or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date of this press release. The Company anticipates that subsequent events and developments will cause the Company’s assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Investor Relations:
investors@weedmaps.com
Media Contract:
press@weedmaps.com
FAQ
What is WM Technology (MAPS) announcing about its Nasdaq listing?
WM Technology plans to voluntarily delist its Class A common stock and warrants from the Nasdaq Global Select Market. It expects to file Form 25 around April 17, 2026 and then move trading to an OTC Markets venue, which it warns may reduce liquidity and pressure prices.
Where does WM Technology (MAPS) expect its stock to trade after delisting?
After delisting from Nasdaq, WM Technology expects its Class A common stock and warrants to be quoted on a market operated by OTC Markets Group Inc. It cautions there is no guarantee brokers will continue making a market, so liquidity and price stability may decline materially.
Why did WM Technology (MAPS) decide to delist from Nasdaq?
The Board cites limitations a Nasdaq listing places on serving cannabis end markets, constraints on long-term value creation, limited liquidity and coverage, and significant regulatory compliance costs. It concluded that operating off a national exchange better aligns with the company’s strategic and operational needs.
What auditor changes did WM Technology (MAPS) disclose in this filing?
WM Technology dismissed Baker Tilly US, LLP as its independent registered public accounting firm and engaged Macias Gini & O’Connell LLP for 2026. Baker Tilly issued unqualified opinions on past financial statements but adverse opinions on internal control effectiveness due to material weaknesses in 2024 and 2025.
Did WM Technology (MAPS) report any disagreements with its former auditor or resigning director?
The company states there were no disagreements with Baker Tilly on accounting principles, disclosure, or audit scope, aside from previously disclosed control weaknesses. It also reports that director Scott Gordon’s resignation was not based on any disagreement regarding operations, policies, or practices.