Sec Form 4 Filing - Merida Holdings, LLC @ Leafly Holdings, Inc. /DE - 2022-02-04

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Merida Holdings, LLC 2. Issuer Name and Ticker or Trading Symbol Leafly Holdings, Inc. /DE [ MCMJ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 641 LEXINGTON AVENUE, 18TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/04/2022 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common stock 02/04/2022 J( 1 ) 37,500( 1 ) D $ 0( 1 ) 3,212,888 D Common Stock 02/04/2022 J( 2 ) 13,000( 2 ) D $ 0( 2 ) 3,199,888 D Common Stock 02/04/2022 J( 3 ) 28,286( 3 ) D $ 10.01( 3 ) 3,171,602 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrant $ 11.5 02/04/2022 J( 1 ) 300,000( 1 ) 03/06/2022 02/04/2027 Common stock 300,000 $ 0( 1 ) 3,600,311 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Merida Holdings, LLC 641 LEXINGTON AVENUE 18TH FLOOR NEW YORK, NY10022 X Signatures /s/ Peter Lee, Managing Member 02/07/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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). ( 3 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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