8-K: WM Technology Appoints Baker Tilly as New Auditor Following Moss Adams Merger

WM Technology, Inc. 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 between the two accounting firms.

Summary

• WM Technology, Inc. (the "Company") was notified on June 3, 2025, that Moss Adams LLP ("Moss Adams"), its independent registered public accounting firm, merged with Baker Tilly US, LLP ("Baker Tilly").
• As a direct result of this merger, Moss Adams resigned as the Company's auditors.
• The Audit Committee of the Company's Board of Directors approved the appointment of Baker Tilly as the successor independent registered public accounting firm.
• Moss Adams' audit reports for the years ended December 31, 2024, and 2023, contained an unqualified opinion on the consolidated financial statements.
• 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, which were previously disclosed in the Company's Annual Reports on Form 10-K.
• There were no disagreements with Moss Adams on any matter of accounting principles, financial statement disclosure, or auditing scope or procedure during the periods.
• The Company did not consult with Baker Tilly regarding accounting principles or audit opinions prior to their appointment.
• Moss Adams did not seek the Company's consent to its resignation, and the Company's Board of Directors or Audit Committee did not recommend or approve this decision.
• A letter from Moss Adams LLP, dated June 5, 2025, confirming agreement with the statements in the Form 8-K, is filed as Exhibit 16.1.

Sentiment

Score: 5

Explanation: The change in auditor is a neutral event driven by a merger, not by company-specific issues. However, the continued presence of material weaknesses in internal controls, though previously disclosed, remains a concern that prevents a higher sentiment score.

Positives

• The transition to Baker Tilly US, LLP as the new independent registered public accounting firm is a direct result of a merger, not due to disagreements or reportable events with the previous auditor, Moss Adams LLP.
• Moss Adams LLP issued an unqualified opinion on the Company's consolidated financial statements for the years ended December 31, 2024, and 2023.

Negatives

• Moss Adams LLP issued an adverse opinion on the effectiveness of internal control over financial reporting for the years ended December 31, 2024, and December 31, 2023, due to material weaknesses.
• The Company had previously disclosed these material weaknesses in its Annual Reports on Form 10-K for the years ended December 31, 2023, and December 31, 2024, indicating a persistent issue.

Risks

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

Future Outlook

The document does not provide any forward-looking statements or guidance regarding the Company's future financial performance or strategic outlook.

Management Comments

• "WM Technology, Inc. was notified that Moss Adams LLP, the Company's independent registered public accounting firm, merged with Baker Tilly US, LLP effective on June 3, 2025."
• "In connection with the notification of the Merger, Moss Adams has resigned as the auditors of the Company, and the Audit Committee of the Companys Board of Directors approved the appointment of Baker Tilly, as the successor to Moss Adams, as the Companys independent registered public accounting firm."

Industry Context

This announcement primarily reflects a procedural change in WM Technology's auditing firm due to consolidation within the accounting industry, specifically the merger of Moss Adams LLP with Baker Tilly US, LLP. It does not directly relate to broader trends or competitive dynamics within WM Technology's core business sector.

Corporate Governance

Stakeholder Impact

• Shareholders: The change in auditor due to a merger is generally a neutral event. However, the ongoing disclosure of material weaknesses in internal controls could be a point of concern regarding the reliability of financial reporting, although this was previously known.

Next Steps

• Baker Tilly US, LLP will serve as the Company's independent registered public accounting firm.
• Moss Adams LLP has provided a letter to the SEC agreeing with the statements in the 8-K, which is filed as an exhibit.

Key Dates

Recommendation

Keywords

WM Technology, MAPS, auditor change, independent registered public accounting firm, Moss Adams, Baker Tilly, material weaknesses, internal control over financial reporting, SEC filing, corporate governance, 8-K filing