Item 8.01 Other Events
As previously announced, Merida Merger Corp. I, a Delaware corporation
("Merida"), entered into an Agreement and Plan of Merger (the "Merger
Agreement"), dated as of August 9, 2021 and amended on September 8, 2021, by and
among Merida, Merida Merger Sub, Inc., a Washington corporation and wholly-owned
subsidiary of Merida, Merida Merger Sub II, LLC, a Washington limited liability
company and wholly-owned subsidiary of Merida, and Leafly Holdings, Inc., a
Washington corporation ("Leafly"). Pursuant to the Merger Agreement, among other
things the parties will undertake the following transactions (collectively, the
"Transactions"): (i) First Merger Sub will merge with and into Leafly, with
Leafly surviving such merger ("First Merger"), and (ii) immediately following
the First Merger and as part of the same overall transaction as the First
Merger, Leafly will merge with and into Second Merger Sub, with Second Merger
Sub surviving such merger and being a wholly-owned subsidiary of Merida.
On September 28, 2021, Leafly issued a press release announcing that Suresh
Krishnaswamy would join Leafly as its new Chief Financial Officer. A copy of the
press release is attached as Exhibit 99.1 hereto and is incorporated by
reference herein.
Cautionary Note Regarding Forward Looking Statements
This Current Report on Form 8-K and the exhibit filed herewith include
"forward-looking statements" (as defined in the Private Securities Litigation
Reform Act of 1995). Merida's and Leafly's actual results may differ from its
expectations, estimates and projections and consequently, you should not place
undue reliance on these forward-looking statements as predictions of future
events. These forward-looking statements generally are identified by the words
"aspire," "expect," "estimate," "project," "budget," "forecast," "anticipate,"
"intend," "plan," "may," "will," "will be," "will continue," "will likely
result," "could," "should," "believe(s)," "predicts," "potential," "continue,"
"future," "opportunity," "strategy," and similar expressions are intended to
identify such forward-looking statements.
These forward-looking statements are not guarantees of future performance,
conditions or results, and involve a number of known and unknown risks,
uncertainties, assumptions and other important factors, many of which are
outside Merida or Leafly management's control, that could cause actual results
to differ materially from the results discussed in the forward-looking
statements. Factors that may cause such differences include, but are not limited
to: (a) the risk that the benefits of the transactions contemplated by the
Merger Agreement ("Transactions") may not be realized; (b) the risk that the
Transactions may not be completed in a timely manner or at all, which may
adversely affect the price of Merida's securities; (c) the failure to satisfy
the conditions to the consummation of the Transactions, including the failure of
Merida's stockholders to approve and adopt the Merger Agreement or the failure
of Merida to satisfy the Minimum Cash Condition (as defined in the Merger
Agreement) following redemptions by its stockholders; (d) the occurrence of any
event, change or other circumstance that could give rise to the termination of
the Merger Agreement; (e) the outcome of any legal proceedings that may be
initiated following announcement of the Transactions; (f) the combined company's
continued listing on Nasdaq; (g) the risk that the proposed transaction disrupts
current plans and operations of Leafly as a result of the announcement and
consummation of the Transactions; (h) costs related to the Transactions; changes
in applicable laws or regulations; (i) the possibility that the combined company
may be adversely affected by other economic, business, and/or competitive
factors; (j) the impact of COVID-19 or other adverse public health developments;
and (k) other risks and uncertainties that will be detailed in the Registration
Statement on Form S-4 filed by Merida ("Registration Statement") and as
indicated from time to time in Merida's filings with the Securities and Exchange
Commission ("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.
Merida and Leafly caution that the foregoing list of factors is not exclusive.
Merida and Leafly caution readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date made. Neither Merida
nor Leafly undertake or accept any obligation or undertaking to release publicly
any updates or revisions to any forward-looking statements to reflect any change
in its expectations or any change in events, conditions or circumstances on
which any such statement is based.
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Disclaimer
This document is not a proxy statement or solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the transaction
and does not constitute an offer to sell, buy, or exchange or the solicitation
of an offer to sell, buy, or exchange any securities or the solicitation of any
vote or approval in any jurisdiction, nor shall there be any sale, purchase, or
exchange of securities or solicitation of any vote or approval in any
jurisdiction in contravention of applicable law.
Additional Information and Where to Find It
In connection with the proposed transaction between Merida and Leafly, Merida
has filed with the SEC the Registration Statement. Merida plans to mail the
definitive proxy statement/prospectus/consent solicitation statement included in
the Registration Statement to its stockholders in connection with the
Transactions. INVESTORS AND SECURITYHOLDERS OF MERIDA ARE URGED TO READ THE
REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION
STATEMENT (AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER RELEVANT
DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT LEAFLY, MERIDA, THE
TRANSACTIONS AND RELATED MATTERS. Investors and securityholders will be able to
obtain free copies of the Registration Statement (when available) and other
documents filed with the SEC by Merida through the website maintained by the SEC
at www.sec.gov.
Participants in the Solicitation
Merida, Leafly, and certain of their respective directors, executive officers,
and employees may be considered to be participants in the solicitation of
proxies in connection with the Transactions. Information regarding the persons
who may, under the rules of the SEC, be deemed participants in the solicitation
of the stockholders of Merida in connection with the Transactions, including a
description of their respective direct and indirect interests, by security
holdings or otherwise, will be included in the Proxy Statement described above
when it is filed with the SEC. Additional information regarding Merida's
directors and executive officers can also be found in Merida's final prospectus
dated November 4, 2019 and filed with the SEC on November 5, 2019. These
documents are available free of charge as described above.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
99.1 Press release, dated September 28, 2021.
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