Leafly Holdings Inc. (“Leafly”), a leading online cannabis
discovery marketplace and resource for cannabis consumers, and
Merida Merger Corp. I (NASDAQ: MCMJ) (“Merida”), a special purpose
acquisition company sponsored by Merida Capital Holdings, announced
today that the special meeting in lieu of annual meeting of Merida
stockholders (the “Special Meeting”) to approve the previously
announced business combination between the parties has been
adjourned to February 1, 2022.
The record date to determine those holders of Merida common
stock that are entitled to vote at the Special Meeting has not
changed and remains December 28, 2021. Holders of record are
encouraged to vote on the proposals before 11:59 p.m. ET on January
31, 2022. Merida stockholders who wish to exercise their redemption
rights must do so no later than 5:30 p.m. ET on January 28, 2022,
by following the procedures specified in the definitive proxy
statement/prospectus/consent solicitation statement for the Special
Meeting.
If the proposals at the Special Meeting are approved, the
business combination is expected to close shortly thereafter,
subject to satisfaction of customary closing conditions. Upon
completion of the proposed business combination, Merida is expected
to adopt the Leafly name, and its common stock is expected to be
listed on the NASDAQ under the ticker symbol “LFLY.”
Merida also announced that it has filed a proxy
statement/prospectus/consent solicitation statement supplement
reflecting new information related to its recently announced $30
million convertible note purchase agreement with new investors led
by Cohanzick Management LLC and affiliates. The proxy
statement/prospectus/consent solicitation statement and the
supplement are available on www.sec.gov. Stockholders of record who
require assistance voting, need additional copies of the proxy
materials, or have questions regarding the Special Meeting may
contact Merida’s proxy solicitor, Morrow Sodali LLC (email:
MCMJ.info@investor.morrowsodali.com).
About Leafly
Cannabis discovery marketplace Leafly aims to help more than 125
million visitors discover cannabis this year. Our powerful
ecommerce tools help shoppers make informed purchase decisions and
empower cannabis businesses to attract and retain loyal customers
through advertising and technology services. Learn more at
Leafly.com or download the Leafly mobile app through Apple’s App
Store or Google Play.
About Merida Merger Corp. I
Merida Merger Corp. I is a blank check company formed for the
purpose of entering into a merger, share exchange, asset
acquisition, stock purchase, recapitalization, reorganization or
other similar business combination with one or more businesses or
entities.
Forward-Looking Statements
This document contains certain forward-looking statements within
the meaning of the federal securities laws with respect to the
proposed business combination between Merida and Leafly, including
statements regarding the benefits of the proposed business
combination, the anticipated timing of the proposed business
combination, the anticipated funding of the notes, debt levels,
potential growth opportunities, and Merida's or Leafly's projected
future results. These forward-looking statements generally are
identified by the words "believe," "project," "expect,"
"anticipate," "estimate," "intend," "strategy," "future,"
"forecast," "opportunity," "plan," "may," "should," "will,"
"would," "will be," "will continue," "will likely result," and
similar expressions (including the negative versions of such words
or expressions). Forward-looking statements are predictions,
projections and other statements about future events that are based
on current expectations and assumptions and, as a result, are
subject to risks and uncertainties. Many factors could cause actual
future events to differ materially from the forward-looking
statements in this document, including but not limited to: (i) the
risk that the proposed business combination may not be completed in
a timely manner or at all, which may adversely affect the price of
Merida's securities; (ii) the risk that the proposed business
combination may not be completed by Merida's business combination
deadline and the potential failure to obtain an extension of the
business combination deadline if sought by Merida; (iii) the
failure to satisfy the conditions to the consummation of the
proposed business combination, including the approval of the
proposed business combination by Merida's stockholders, the
satisfaction of the minimum trust account amount following
redemptions by Merida's public stockholders and the receipt of
certain governmental and regulatory approvals; (iv) the effect of
the announcement or pendency of the proposed business combination
on Merida's or Leafly's business relationships, performance, and
business generally; (v) risks that the proposed business
combination disrupts current plans of Leafly and potential
difficulties in Leafly employee retention as a result of the
proposed business combination; (vi) the outcome of any legal
proceedings that may be instituted against Merida or Leafly related
to the Merger Agreement or the proposed business combination; (vii)
the ability to maintain the listing of Merida's securities on the
NASDAQ; (viii) the price of Merida's securities, including
volatility resulting from changes in the competitive and highly
regulated industry in which Leafly plans to operate, variations in
performance across competitors, changes in laws and regulations
affecting Leafly's business and changes in the combined capital
structure; (ix) the risk that the anticipated funding of the notes
may not be completed at closing of the proposed business
combination and that the amount may not be sufficient to fund
Leafly’s current multi-year business plan; and (x) the ability to
implement business plans, forecasts, and other expectations after
the completion of the proposed business combination, and identify
and realize additional opportunities. The foregoing list of factors
is not exhaustive. You should carefully consider the foregoing
factors and the other risks and uncertainties that are described in
Merida's final proxy statement/prospectus/consent solicitation
statement contained in the Registration Statement, including those
under "Risk Factors" therein, and other documents filed by Merida
from time to time with the SEC. These filings identify and address
other important risks and uncertainties that could cause actual
events and results to differ materially from those contained in the
forward-looking statements. Forward-looking statements speak only
as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and Merida and Leafly
assume no obligation and, except as required by law, do not intend
to update or revise these forward-looking statements, whether as a
result of new information, future events, or otherwise. Neither
Merida nor Leafly gives any assurance that either Merida or Leafly
will achieve its expectations.
Additional Information and Where to Find It
In connection with the proposed business combination
contemplated by the Agreement and Plan of Merger by and among
Merida, Merida Merger Sub, Inc., Merida Merger Sub II, LLC, and
Leafly (the "Merger Agreement"),
Merida has filed a registration statement on Form S-4 (the
"Registration Statement") that
includes a proxy statement of Merida, a prospectus of Merida and a
consent solicitation statement of Leafly. The Registration
Statement was declared effective by the SEC on December 20, 2021.
The proxy statement/prospectus/consent solicitation statement was
mailed to all Merida stockholders as of December 28, 2021 and
Leafly shareholders as of December 20, 2021 for voting on the
proposed business combination and the other matters to be voted
upon at a meeting of Merida's stockholders to be held to approve
the proposed business combination (the "Special Meeting"). Merida will also file a
prospectus supplement reflecting new information discussed in this
press release, and may also file other documents regarding the
proposed business combination with the SEC. The definitive proxy
statement/prospectus/consent solicitation statement (along with the
prospectus supplement) contains important information about the
proposed business combination and the other matters to be voted
upon at the Special Meeting and is not intended to provide the
basis for any investment decision or any other decision in respect
of such matters. Before making any voting decision, investors and
security holders of the Merida and Leafly are urged to read the
Registration Statement, the proxy statement/prospectus/consent
solicitation statement and all other relevant documents filed or
that will be filed with the SEC in connection with the proposed
business combination (including the prospectus supplement) as they
become available because they do and will contain important
information about the proposed business combination and related
matters.
Investors and security holders can obtain free copies of the
proxy statement/prospectus/consent solicitation statement and all
other relevant documents filed or that will be filed with the SEC
by Merida through the website maintained by the SEC at
www.sec.gov.
Participants in Solicitation
Merida and Leafly and their respective directors and officers
may be deemed to be participants in the solicitation of proxies
from Merida's stockholders in connection with the proposed business
combination. Information about Merida's directors and executive
officers and their ownership of Merida's securities is set forth in
Merida's filings with the SEC. Additional information regarding the
interests of those persons and other persons who may be deemed
participants in the proposed business combination may be obtained
by reading the proxy statement/prospectus/consent solicitation
statement regarding the proposed business combination. You may
obtain free copies of these documents as described in the preceding
paragraph.
No Offer or Solicitation
This document relates to a proposed business combination between
Merida and Leafly. This document does not constitute an offer to
sell or exchange, or the solicitation of an offer to buy or
exchange, any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220118005560/en/
Media Laura Morarity laura.morarity@leafly.com
206-489-8427
Molly Morse / Nick Capuano Molly.Morse@kekstcnc.com /
Nicholas.Capuano@kekstcnc.com 917-603-4142 / 917-842-7859
Investors Chris Hollenbeck IR@leafly.com
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