0001062993-22-006049.txt : 20220301 0001062993-22-006049.hdr.sgml : 20220301 20220301140948 ACCESSION NUMBER: 0001062993-22-006049 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220204 FILED AS OF DATE: 20220301 DATE AS OF CHANGE: 20220301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Merida Holdings, LLC CENTRAL INDEX KEY: 0001792330 STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39119 FILM NUMBER: 22696705 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/A 1 form4a.xml AMENDED STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES X0306 4/A 2022-02-04 2022-02-07 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 3018262 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. This Form 4 Amendment is being is filed solely to correct an administrative error on the initial Form 4, filed on February 7, 2022, which overstated the number of Warrants held by the reporting person after the transaction reported on such initial Form 4 by 582,049 (stating the number was 3,600,311 when the correct number is 3,018,262 as stated on this Form 4 Amendment). /s/ Peter Lee, Managing Member 2022-03-01