0001062993-22-002801.txt : 20220207
0001062993-22-002801.hdr.sgml : 20220207
20220207120428
ACCESSION NUMBER: 0001062993-22-002801
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220204
FILED AS OF DATE: 20220207
DATE AS OF CHANGE: 20220207
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Merida Holdings, LLC
CENTRAL INDEX KEY: 0001792330
STATE OF INCORPORATION: NY
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39119
FILM NUMBER: 22596333
BUSINESS ADDRESS:
STREET 1: C/O MERIDA MERGER CORP. I
STREET 2: 641 LEXINGTON AVE., 18TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 9177457085
MAIL ADDRESS:
STREET 1: C/O MERIDA MERGER CORP. I
STREET 2: 641 LEXINGTON AVE., 18TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Leafly Holdings, Inc. /DE
CENTRAL INDEX KEY: 0001785592
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 641 LEXINGTON AVENUE, 18TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 2128188638
MAIL ADDRESS:
STREET 1: 641 LEXINGTON AVENUE, 18TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
FORMER COMPANY:
FORMER CONFORMED NAME: Merida Merger Corp. I
DATE OF NAME CHANGE: 20190815
4
1
form4.xml
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
X0306
4
2022-02-04
0001785592
Leafly Holdings, Inc. /DE
MCMJ
0001792330
Merida Holdings, LLC
641 LEXINGTON AVENUE
18TH FLOOR
NEW YORK
NY
10022
0
0
1
0
Common stock
2022-02-04
4
J
0
37500
0
D
3212888
D
Common Stock
2022-02-04
4
J
0
13000
0
D
3199888
D
Common Stock
2022-02-04
4
J
0
28286
10.01
D
3171602
D
Warrant
11.50
2022-02-04
4
J
0
300000
0
D
2022-03-06
2027-02-04
Common stock
300000
3600311
D
Pursuant to a January 11, 2022 note purchase agreement ("Note Purchase Agreement") between the Issuer and certain purchasers (the "Note Investors"), under which the Issuer issued and sold to the Note Investors $30,000,000 in aggregate principal amount of unsecured convertible senior notes due 2025 immediately prior to the closing of the business combination (the "Closing") the Issuer entered into on the transaction date, the Reporting Person (who is the SPAC sponsor of the Issuer) agreed to transfer, for no additional consideration, 37,500 shares of Issuer common stock and 300,000 Issuer warrants to the Note Investors.
In connection and concurrently with execution of the Note Purchase Agreement, Issuer entered into a letter agreement (the "Side Letter") with Reporting Person and another party to the business combination, pursuant to which Reporting Person forfeited 13,000 shares of Issuer common stock at no cost upon the closing of the Business Combination, not including a further up to 26,000 shares which may be forfeited under the Side Letter at no cost by Reporting Person on the date that is three months after the Closing, with the exact number of shares to be forfeited to be determined based on the final amount of the cash fees to be paid by Issuer pursuant to those certain Share Transfer, Non-Redemption and Forward Purchase Agreements by and between Issuer and certain of its stockholders, dated as of December 22, 2021, at such date (i.e., one share contributed for each $10.00 of cash paid pursuant to such agreements, up to a maximum of 26,000 shares).
Pursuant to the Share Transfer, Non-Redemption and Forward Purchase Agreements between the Issuer, the Reporting Person, and another party (the "Transferee") the Reporting Person agreed to transfer 28,286 shares of Issuer common stock to the Transferee.
/s/ Peter Lee, Managing Member
2022-02-07