Merida Merger Corp. I (NASDAQ: MCMJ) ("Merida"), a special purpose
acquisition company sponsored by Merida Capital Holdings, and
Leafly Holdings Inc. (“Leafly”), the world's leading online
cannabis discovery marketplace and resource for cannabis consumers,
today announced that the U.S. Securities and Exchange Commission
(“SEC”) has declared Merida’s registration statement on Form S-4
effective relating to its previously announced business combination
with Leafly.
Merida also announced a special meeting in lieu of an annual
meeting of stockholders to vote on the proposed business
combination (“the Special Meeting”) will be held virtually on
Friday January 14, 2022. Stockholders of record as of December 21,
2021 are entitled to vote at the Special Meeting and encouraged to
do so before 11:59 p.m. ET on January 13, 2022.
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 will adopt
the Leafly name and its common stock is expected to be listed on
the NASDAQ under the ticker symbol LFLY.
The proxy statement/prospectus/consent solicitation statement is
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 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.
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.
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 services offered by Leafly and the markets in
which Leafly operates, business strategies, debt levels, industry
environment, potential growth opportunities, the effects of
regulations 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; and (ix) 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
the 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 will
be sent to all Merida stockholders as of December 21, 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 and other matters
(the "Special Meeting"). Merida may also file other documents
regarding the proposed business combination with the SEC. The
definitive proxy statement/prospectus/consent solicitation
statement 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 as they become available because they will
contain important information about the proposed business
combination and related matters.
Investors and security holders will be able to 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 when it
becomes available. 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.
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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