SC 13G/A

Names of Reporting Persons

Brendan Kennedy

Check the Appropriate Box if a Member of a Group (see instructions)

(a) ☐ (b) ☐

SEC USE ONLY

Citizenship or Place of Organization

United States

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

Leafly Holdings, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

52178J105

(CUSIP Number)

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 52178J105

(1)

Includes (1) 3,318,257 shares of Common Stock held directly by Brendan Kennedy and (2) 116,519 shares of Common Stock held directly by Cavendish Privateers LLC. Mr. Kennedy is the sole member of Cavendish Privateers LLC and has sole voting and investment power with respect to the shares held by Cavendish Privateers LLC.

(2)	The percentage was based on 40,035,568 shares of Common Stock that were outstanding as of November 25, 2022 as set forth in the Issuer’s Quarterly Report on Form 10-Q/A as filed with the SEC on December 2, 2022.



Item 1(a).		Name of Issuer: Leafly Holdings, Inc.

Item 1(b).		Address of Issuer’s Principal Executive Offices: 111 S. Jackson St., Suite 531, Seattle, WA 98104

Item 2(a).		Name of Person Filing: Brendan Kennedy

Item 2(b).		Address of Principal Business Office or, if none, Residence: The address and principal business office of the Reporting Person is: 4111 E. Madison St., Suite 143 Seattle, WA 98112

Item 2(c).		Citizenship: Brendan Kennedy is a U.S. citizen.

Item 2(d).		Title of Class of Securities: Common Stock

Item 2(e).		CUSIP Number: 52178J105

Item 3.		If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

(a)		☐ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

(b)		☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)		☐ Insurance company as defined in section 3(a)19) of the Act (15 U.S.C. 78c);

(d)		☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)		☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)		☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)		☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)		☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)		☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)		☐ A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

(k)		☐ Group, in accordance with §240.13d–1(b)(1)(ii)(K).

		If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: ____

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.

(a)

Amount Beneficially Owned: See Row 9 of cover page for Reporting Person.

(b)

Percent of Class: See Row 11 of cover page for Reporting Person

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: See Row 5 of cover page for Reporting Person.

(ii)

Shared power to vote or to direct the vote: See Row 6 of cover page for Reporting Person.

(iii)

Sole power to dispose or to direct the disposition of: See Row 7 of cover page for Reporting Person.

(iv)

Shared power to dispose or to direct the disposition of: See Row 8 of cover page for Reporting Person.

Item 5.

Ownership of 5 Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.

Item 6.

Ownership of More than 5 Percent on Behalf of Another Person

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of a Group

Not applicable.

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 14, 2023

Date

/s/ Brendan Kennedy

Brendan Kennedy