SUMMARY OF THE MATERIAL TERMS OF THE MERGERS

•        The parties to the Merger Agreement are Merida, Merger Sub I, Merger Sub II, and Leafly. On the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub I will merge with and into Leafly in the Initial Merger, with Leafly surviving as a wholly owned subsidiary of Merida. Immediately following the Initial Merger and as part of a single integrated transaction, Leafly will merge with and into Merger Sub II in the Final Merger, with Merger Sub II surviving as a wholly owned subsidiary of Merida. See the sections entitled “Proposal No. 1 — The Business Combination Proposal” and “The Merger Agreement.”

•        Leafly was founded in 2010 and has grown into a leading marketplace and information resource platform. Leafly offers a deep library of content, including detailed information about cannabis strains, retailers and current events. Leafly is a trusted destination to discover legal cannabis products and order them from licensed retailers. Leafly offers subscription-based products and digital advertising used by over 7,800 cannabis brands and 4,600 retailers.

•        Pursuant to the Merger Agreement, at the time of the Initial Merger, (a) each issued and outstanding share of Leafly Common Stock (including shares of Leafly Common Stock issued upon conversion of the Notes) will be automatically converted into the right to receive a number of Merger Shares equal to the Exchange Ratio and (b) each issued and outstanding share of Leafly Preferred Stock will be automatically converted into the right to receive a number of Merger Shares equal to the Exchange Ratio multiplied by the number of shares of Leafly Common Stock issuable upon conversion of such shares of Leafly Preferred Stock. As of September 30, 2021, we estimate that the Exchange Ratio will be 0.3275. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Structure of the Mergers.”

•        Additionally, following the completion of the Mergers, the holders of Leafly Common Stock, Leafly Preferred Stock, and Participants will have the contingent right to receive up to an aggregate of 6,000,000 Earnout Shares, as follows: (a) 3,000,000 shares of New Leafly Common Stock upon the earlier to occur of the First Revenue Triggering Event or the First Price Triggering Event (with a reduced number of shares to be issued in the event that New Leafly’s gross revenue for the year ending December 31, 2022 equals or exceeds 90% of the revenue required in the First Revenue Triggering Event, and a gross-up in the event that the First Price Triggering Event occurs thereafter); (b) 3,000,000 shares of New Leafly Common Stock upon the earlier to occur of the Second Revenue Triggering Event or the Second Price Triggering Event (with a reduced number of shares to be issued in the event that New Leafly’s gross revenue for the year ending December 31, 2023 equals or exceeds 90% of the revenue required in the Second Revenue Triggering Event, and a gross-up in the event that the Second Price Triggering Event occurs thereafter). The Merger Agreement also provides a catch-up provision, such that all Earnout Shares will be issuable upon achievement of the Second Revenue Triggering Event or Second Price Triggering Event, notwithstanding a failure to achieve the First Revenue Triggering Event or First Price Triggering Event. Additionally, if a Change of Control that will result in the holders of New Leafly Common Stock receiving a per share price equal to or in excess of the per share price required in connection with the First Price Triggering Event or the Second Price Triggering Event occurs at a time when Earnout Shares are earnable, then immediately prior to the consummation of such Change of Control (i) the applicable triggering event that has not previously occurred shall be deemed to have occurred and (ii) the applicable Earnout Shares will be issued. The earnout provisions are described in more detail in this proxy statement/prospectus/consent solicitation statement in the section entitled “Proposal No. 1 — The Business Combination Proposal — Structure of the Mergers.”

•        Assuming (a) that no additional holder of public shares exercises redemption rights as described in this proxy statement/prospectus/consent solicitation statement (after giving effect to the redemption of 1,389,867 shares of Common Stock by holders who exercised their right to redeem their shares in connection with the submission of a proposal to extend the date by which Merida has to consummate a business combination), (b) Leafly’s capitalization at the closing of the Business Combination will be consistent with Leafly’s estimates as of September 30, 2021, (c) the Business Combination closes in the fourth quarter of 2021, (d) an Exchange Ratio of 0.3275 (estimated as of September 30, 2021) and (e) no inclusion of the effect of outstanding warrants and options of Leafly and Merida and the issuance of the Earnout Shares, or any further financing of Merida or Leafly, immediately after the closing of the Business Combination, the former Leafly securityholders will hold approximately 72% of the issued and outstanding shares of New Leafly Common Stock and the current public stockholders of Merida will hold approximately 24% of the issued and outstanding shares of New Leafly Common Stock and the Sponsor will hold approximately 4% of the issued and outstanding shares of New Leafly Common Stock. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Structure of the Mergers.”

•        All of the Merger Shares and Earnout Shares, if issued, will be subject to transfer restrictions for a period of 180 days following completion of the Business Combination.

•        Concurrently with the execution of the Merger Agreement, Leafly, Merida, and the Sponsor entered into an agreement (the “Sponsor Agreement”), providing that: (a) at the Closing, a number of sponsor shares will be cancelled and forfeited equal to the quotient of (i) the amount by which certain unpaid expenses incurred by or on behalf of Merida (the “Outstanding Merida Expenses”) exceed $6.5 million, divided by (ii) $10.00 (such shares, the “Forfeited Shares”), provided, that variable fees paid or required to be paid to capital markets advisory firms engaged by Merida will not be included for purposes of determining whether the Outstanding Merida Expenses exceed $6.5 million, (b) the parties will enter into an amendment to the existing Stock Escrow Agreement (“Stock Escrow Amendment”) providing for the forfeiture and cancellation of the Forfeited Shares and the escrow of all remaining sponsor shares until certain earnout conditions are met, and (c) the sponsor shares will be subject to transfer restrictions for a period of 180 days following completion of the Business Combination. The Stock Escrow Amendment provides that, following the Closing, after giving effect to the forfeiture of the Forfeited Shares, (w) fifty percent of the remaining sponsor shares (the “Net Sponsor Shares”) will be released from escrow on the Closing Date in the event that the Minimum Cash Condition is satisfied (with a reduced number of shares to be released based on the cash actually delivered by Merida on the Closing Date in the event that Leafly waives compliance with the Minimum Cash Condition), (x) twenty-five percent of the Net Sponsor Shares will be released from escrow upon the occurrence of the First Price Triggering Event, (y) all of the sponsor shares then held in escrow will be released from escrow upon the occurrence of the Second Price Triggering Event, and (z) if a Change of Control that will result in the holders of New Leafly Common Stock receiving a per share price equal to or in excess of the applicable per share price required in connection with the First Price Triggering Event or the Second Price Triggering Event occurs at a time when sponsor shares are held in escrow, then immediately prior to the consummation of such Change of Control (i) the applicable triggering event that has not previously occurred shall be deemed to have occurred and (ii) the applicable Net Sponsor Shares will be released from escrow. On the business day following the end of the Second Earn Out Period, all sponsor shares not released from escrow will be forfeited and cancelled. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements.”

•        Concurrently with the execution of the Merger Agreement, Merida, First Merger Sub, Second Merger Sub, and certain shareholders of Leafly entered into agreements (“Support Agreements”) which provide for a voting agreement and lock-up, among other agreements of the shareholders. Pursuant to the Support Agreements, such shareholders agreed to comply with certain covenants relating to non-solicitation and not to transfer any of the Leafly Common Stock and Leafly Preferred Stock held by them. The shareholders also agreed to vote all of their Leafly Common Stock and Leafly Preferred Stock (a) in favor of the Merger Agreement and the Business Combination, including the Mergers, and any other matters necessary or reasonably requested by Leafly in connection with the consummation of the Business Combination; provided, that if Leafly’s board of directors changes or modifies its recommendation to the Leafly shareholders to approve the Merger Agreement and approve the Business Combination, including the Mergers, the number of shares of Leafly Common Stock and or Leafly Preferred Stock that such shareholder shall be committed to vote shall decrease (on a pro rata basis) to a number of shares that, when aggregated with the number of shares of Leafly Stock that other Leafly shareholders (other than Merida) are obligated to vote pursuant to the Support Agreements, shall not exceed 40.00% of the voting power of the outstanding shares of Leafly Stock, (b) against any proposal, offer, or submission with respect to the merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation, or winding up of Leafly other than the Merger Agreement and the Business Combination, including the Mergers, and (c) against any proposal, action, or agreement that would result in a breach of any covenant, representation or warranty of such shareholder contained in the Support Agreement, result in a breach of any covenant, representation, or warranty of Leafly, result in the failure of any conditions in the Merger Agreement, or change in any manner the voting rights of any class of equity securities of Leafly. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements.”

•        Concurrently with the execution of the Merger Agreement, Merida, the Sponsor, and Leafly entered into a letter agreement (the “Financing Commitment”) pursuant to which the Sponsor agreed to subscribe for and purchase up to $10 million of shares of Merida Common Stock, at a price per share not to exceed $10.00, in the event that the Minimum Cash Condition would not be satisfied as of Closing. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements.”

•        To provide a source of financing for Leafly prior to the Closing, Leafly issued convertible promissory notes in an aggregate principal amount equal to $31.47 million pursuant to the Note Purchase Agreement. The aggregate principal amount of, and all accrued unpaid interest on, the Notes will be converted, in accordance with the terms of the Note Purchase Agreement, into shares of Leafly Common Stock immediately prior to the Initial Merger. Affiliates of the Sponsor and of certain directors of Merida purchased Notes in an aggregate principal amount of $15.0 million.

•        The Merger Agreement provides that either Merida or Leafly may terminate the Merger Agreement and the Business Combination under certain circumstances, including if the Mergers have not been consummated on or before February 5, 2022 (the “Termination Date”), provided, however, that the right to terminate the Merger Agreement on or after the Termination Date will not be available to any party whose failure to fulfill its obligations under the Merger Agreement has been the principal cause of, or primarily resulted in, the failure of the Mergers to occur on or before the Termination Date. See the section entitled “The Merger Agreement — Termination.”

•        In addition to voting on proposals to approve the Merger Agreement and the Mergers and the issuance of more than 20% of the issued and outstanding shares of the Common Stock in connection with the Mergers, the stockholders of Merida will vote on proposals to: (a) approve the Proposed Charter; (b) approve, on a non-binding, advisory basis, material governance provisions included in the Proposed Charter; (c) elect the director nominee identified in this proxy statement/prospectus/consent solicitation statement who will serve as a director of Merida until the 2024 annual meeting of stockholders and until the nominee’s successor is duly elected and qualified, subject to the nominee’s earlier death, resignation, or removal; (d) approve the 2021 Plan; (e) approve the ESPP; (f) approve the Earnout Plan; and (g) adjourn the special meeting to a later date or dates, if it is determined by Merida and Leafly that additional time is necessary to complete the Mergers for any reason. The approval of the Business Combination Proposal, Nasdaq Proposal, the Charter Amendment Proposal, and Earnout Plan Proposal by the stockholders of Merida is a condition to the consummation of the Business Combination. See the sections entitled “Proposal No. 1 — The Business Combination Proposal,” “Proposal No. 2 — The Nasdaq Proposal,” “Proposal No. 3 — The Charter Amendment Proposal,” “Proposal No. 4 — The Governance Proposals,” “Proposal No. 5 — The Director Election Proposal,” “Proposal No. 6 — The Incentive Plan Proposal,” “Proposal No. 7 — The ESPP Proposal,” “Proposal No. 8 — The Earnout Plan Proposal,” and “Proposal No. 9 — The Adjournment Proposal.”

•        Pursuant to the terms of the Merger Agreement, Merida has agreed to take all actions necessary or appropriate to nominate the following persons to serve as the initial directors of New Leafly upon the closing of the Business Combination: Yoko Miyashita, Peter Lee, Michael Blue and two additional directors to be announced prior to the special meeting. Prior to the consummation of the Business Combination, we expect that each of Mitchell Baruchowitz, Jeffrey Monat, and Andres Nannetti will submit their resignations from their positions as members of Merida’s board of directors and of any committee thereof, conditioned upon and effective as of the effective time of the Initial Merger (or such other time as may be mutually agreed in writing by Merida and Leafly). Immediately following the effectiveness of such resignations, we expect Peter Lee will appoint the persons named in this paragraph to New Leafly’s board of directors. See the section entitled “Proposal No. 5 — The Director Election Proposal.”

•        Upon completion of the Mergers, the executive officers of New Leafly will include Yoko Miyashita, as Chief Executive Officer, Samuel Martin as Chief Operating Officer, Suresh Krishnaswamy, as Chief Financial Officer, Kimberly Boler as General Counsel and the other persons described under “Management of New Leafly.”

•        At the Closing, certain securityholders of Leafly and stockholders of Merida will enter into an amended and restated registration rights agreement (the “Amended and Restated Registration Rights Agreement”), pursuant to which they will be granted certain rights to have registered, in certain circumstances, the resale under the Securities Act of certain shares of New Leafly Common Stock held by them, subject to certain conditions set forth therein. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements.”

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The questions and answers below highlight only selected information set forth elsewhere in this proxy statement/prospectus/consent solicitation statement and only briefly address some commonly asked questions about the special meeting and the proposals to be presented at the special meeting, including with respect to the proposed Business Combination. The following questions and answers do not purport to include all information that may be important to Merida stockholders or Leafly shareholders. Stockholders are urged to carefully read this entire proxy statement/prospectus/consent solicitation statement, including the annexes and the other documents referred to or incorporated by reference herein, to fully understand the proposed Business Combination and the voting procedures for the special meeting.

QUESTIONS AND ANSWERS ABOUT MERIDA’S SPECIAL MEETING

Q.     Why am I receiving this proxy statement/prospectus/consent solicitation statement?

A.     Merida and Leafly have agreed to a business combination under the terms of the Merger Agreement that is described in this proxy statement/prospectus/consent solicitation statement. A copy of the Merger Agreement is attached to this proxy statement/prospectus/consent solicitation statement as Annex A and Merida encourages its stockholders to read it in its entirety. Merida’s stockholders are being asked to consider and vote upon a proposal to approve the Merger Agreement and the Mergers, including (a) the Initial Merger, whereby Merger Sub I will merge with and into Leafly, with Leafly surviving the Initial Merger as the Initial Surviving Company, and (b) immediately following the Initial Merger and as part of the same overall transaction as the Initial Merger, the Final Merger, whereby the Initial Surviving Company will merge with and into Merger Sub II, with Merger Sub II surviving as the Final Surviving Company. We refer to this proposal as “The Business Combination Proposal.” See the section entitled “Proposal No. 1 — The Business Combination Proposal.”

Q.     Are there any other matters being presented to stockholders at the meeting?

A.     In addition to voting on the Business Combination Proposal, the stockholders of Merida will vote on the following:

•        A proposal, as required by the rules of the Nasdaq Stock Market, to approve (a) the issuance of shares of Common Stock in the Mergers in an amount greater than 20% of the number of shares of Common Stock outstanding before such issuances and (b) the issuance of shares of Common Stock resulting in a change of control of Merida. We refer to this proposal as “The Nasdaq Proposal.” See the section entitled “Proposal No. 2 — The Nasdaq Proposal.”

•        A proposal to adopt the Proposed Charter, a copy of which is attached to this proxy statement/prospectus/consent solicitation statement as Annex B hereto). We refer to this proposal as “The Charter Amendment Proposal.” See the section entitled “Proposal No. 3 — The Charter Amendment Proposal.”

•        Separate proposals to approve, on a non-binding, advisory basis and in accordance with SEC requirements, the following governance provisions included in the Proposed Charter, to: (a) increase the number of shares of common stock that New Leafly is authorized to issue from 50,000,000 shares to 200,000,000 shares and increase the number of shares of preferred stock that New Leafly is authorized to issue from 1,000,000 shares to 5,000,000 shares; (b) require an affirmative vote of holders of at least two-thirds (662/3%) of the voting power of all of the then outstanding shares of voting stock following the consummation of the Mergers, voting together as a single class, to amend, alter, repeal or rescind certain provisions of the Proposed Charter related to the board of directors, special meetings, stockholder action by written consent, limitations on the liability of directors, the applicability of the doctrine of corporate opportunity, and amendments; (c) eliminate the ability of stockholders to act by written consent; and (d) provide that special meetings of stockholders may only be called by the board of directors, chairman of the board, or chief executive officer of New Leafly, subject to the rights of the holders of any outstanding series of preferred stock. We refer to these proposals collectively as “The Governance Proposals.” A copy of the Proposed Charter effectuating the foregoing amendments is attached to this proxy statement/prospectus/consent solicitation statement as Annex B. See the section entitled “Proposal No. 4 — The Governance Proposals.”

•        A proposal to elect the director nominee identified in this proxy statement/prospectus/consent solicitation statement to Merida’s board of directors until the 2024 annual meeting of stockholders, and until the nominee’s successor is duly elected and qualified, subject to the nominee’s earlier death, resignation, or removal. We refer to this proposal as “The Director Election Proposal.” See the section entitled “Proposal No. 5 — The Director Election Proposal.”

•        A proposal to approve the 2021 Plan. We refer to this proposal as “The Incentive Plan Proposal.” A copy of the 2021 Plan is attached to this proxy statement/prospectus/consent solicitation statement as Annex C. See the section entitled “Proposal No. 6 — The Incentive Plan Proposal.”

•        A proposal to approve the ESPP. We refer to this proposal as “The ESPP Proposal.” A copy of the ESPP is attached to this proxy statement/prospectus/consent solicitation statement as Annex D. See the section entitled “Proposal No. 7 — The ESPP Proposal.”

•        A proposal to approve the Earnout Plan. We refer to this proposal as “The Earnout Plan Proposal.” A copy of the Earnout Plan is attached to this proxy statement/prospectus/consent solicitation statement as Annex E. See the section entitled “Proposal No. 8 — The Earnout Plan Proposal.”

•        A proposal to adjourn the special meeting to a later date or dates if it is determined by Merida and Leafly that additional time is necessary to complete the Mergers for any reason. We refer to this proposal as “The Adjournment Proposal.” See the section entitled “Proposal No. 9 — The Adjournment Proposal.”

Merida will hold a special meeting in lieu of an annual meeting of its stockholders to consider and vote upon these proposals. This proxy statement/prospectus/consent solicitation statement contains important information about the proposals, the proposed Business Combination and the other matters to be acted upon at the special meeting. Stockholders should read it carefully.

The closing of the Business Combination is conditioned on approval of the Business Combination Proposal, the Nasdaq Proposal, the Charter Amendment Proposal, and the Earnout Plan Proposal. If the Business Combination Proposal, the Nasdaq Proposal, the Charter Amendment Proposal, or the Earnout Plan Proposal is not approved, the remaining proposals are not expected to be presented to stockholders for a vote.

The vote of stockholders is important. Regardless of how many shares you own, you are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus/consent solicitation statement.

Q.     Why is Merida proposing the Business Combination?

A.     Merida was organized to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.

On November 7, 2019, Merida completed its initial public offering of 12,000,000 Units, with each Unit consisting of one share of Common Stock and one-half of one redeemable Warrant, with each whole Warrant entitling the holder to purchase one share of Common Stock at a price of $11.50, raising total gross proceeds of approximately $120,000,000. Simultaneously with closing of the initial public offering, Merida consummated the sale of 3,750,000 Warrants in a private placement at a price of $1.00 per Warrant, generating gross proceeds of $3,750,000. On November 13, 2019, Merida consummated the sale of an additional 1,001,552 Units that were subject to the underwriters’ over-allotment option, for additional gross proceeds of $10,015,520, and an additional 200,311 Warrants, generating additional gross proceeds of $200,311. A total of $130,015,520 of the net proceeds of the initial public offering and simultaneous private placement was deposited into the trust account. Since its initial public offering, Merida’s activity has been limited to the evaluation of business combination candidates.

Leafly was founded in 2010 and has grown into a leading marketplace and information resource platform. Leafly offers a deep library of content, including detailed information about cannabis strains, retailers and current events. Leafly is a trusted destination to discover legal cannabis products and order them from licensed retailers. Leafly offers subscription-based products and digital advertising used by over 7,800 cannabis brands and 4,600 retailers.

Based on Merida’s due diligence investigations of Leafly and the industry in which Leafly operates, including the financial and other information provided by Leafly to Merida in the course of evaluating a business combination with Leafly and negotiating the Merger Agreement, Merida believes that Leafly has an appealing market opportunity and growth profile, strong position in its industry and a compelling valuation. As a result, Merida believes that a business combination with Leafly will provide Merida stockholders with an opportunity

to participate in the ownership of a company with significant growth potential. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Merida’s Board of Directors’ Reasons for Approval of the Business Combination.”

Q.     I am a Merida warrant holder. Why am I receiving this proxy statement/prospectus/consent solicitation statement?

A.     The holders of Merida’s Warrants are entitled to purchase shares of Common Stock at a purchase price of $11.50 per share beginning 30 days after the closing of the Business Combination. This proxy statement/prospectus/consent solicitation statement includes important information about Merida and the business of New Leafly and its subsidiaries following the closing of the Business Combination. Because holders of Warrants will be entitled to purchase shares of Common Stock beginning 30 days after the closing of the Business Combination, we urge you to read the information contained in this proxy statement/prospectus/consent solicitation statement carefully.

Q.     What will happen to Merida’s securities upon consummation of the Business Combination?

A.     Merida Common Stock and Warrants are currently listed on Nasdaq under the symbols “MCMJ” and “MCMJW,” respectively. Merida intends to apply for approval to list on Nasdaq the New Leafly Common Stock and Warrants under the proposed symbols “LFLY” and “LFLYW,” respectively, to be effective at the consummation of the Business Combination. It is a condition to the consummation of the Business Combination that the shares of Common Stock to be issued in the Mergers are approved for listing on Nasdaq (subject only to official notice of listing thereof and the requirement to have a sufficient number of round lot holders), but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Merger Agreement.

Merida Warrant holders and those public stockholders who do not elect to have their public shares redeemed for a pro rata share of the trust account need not submit their Merida Common Stock or Warrant certificates, and such shares and Warrants will remain outstanding.

Q.     Did Merida’s board of directors obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A.     Yes. The Existing Charter requires the Merida board of directors to seek a third-party valuation or fairness opinion in connection with a business combination if the target business is affiliated with the Merida initial stockholders, officers, directors or their affiliates. The Merida board of directors received an opinion from Craig-Hallum Capital Group LLC (“Craig-Hallum”) to the effect that, as of the date of such opinion and based upon and subject to the assumptions made, procedures followed, matters considered, and limitations and qualifications set forth therein, (a) the consideration to be issued and paid by Merida in the Business Combination pursuant to the Merger Agreement was fair, from a financial point of view, to Merida’s public stockholders and (b) Leafly had a fair market value equal to at least 80% of the balance of funds in Merida’s trust account (less taxes payable on interest earned). Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Opinion of Merida’s Financial Advisor.” The full text of the written opinion is attached to this proxy statement/prospectus/consent solicitation statement as Annex F. For a more detailed discussion of the factors utilized by Merida’s board of directors in approving the Business Combination, see the section entitled “Proposal No. 1 — The Business Combination Proposal.”

Q.     Do I have redemption rights?

A.     If you are a holder of public shares, you have the right to demand that Merida redeem such shares for a pro rata portion of the cash held in Merida’s trust account, calculated as of two business days prior to the consummation of the Business Combination. We sometimes refer to these rights to demand redemption of the public shares as “redemption rights.”

Under the Existing Charter, the Business Combination may not be consummated if Merida has net tangible assets of less than $5,000,001 either immediately prior to or upon consummation of the Business Combination, after taking into account the redemption for cash of all public shares properly demanded to be redeemed by holders of public shares, the completion of the Business Combination and the completion of any financing of Merida.

Q.     How do I exercise my redemption rights?

A.     A holder of public shares may exercise redemption rights regardless of whether it votes for or against the Business Combination Proposal or does not vote on such proposal at all, and regardless of whether it is a holder of public shares on the record date. If you are a holder of public shares and wish to exercise your redemption rights, you must demand that Merida redeem your public shares for cash, and deliver your public shares to Merida’s transfer agent physically or electronically using The Depository Trust Company’s Deposit/Withdrawal at Custodian (“DWAC”) System no later than two business days prior to the special meeting. Any holder of public shares seeking redemption will be entitled to a full pro rata portion of the amount then in the trust account (which, for illustrative purposes, was approximately $116.3 million, or approximately $10.01 per share, as of the record date), less any owed but unpaid taxes on the funds in the trust account. Such amount will be paid promptly upon consummation of the Business Combination.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time prior to the special meeting, or with Merida’s consent prior to the completion of the Business Combination. If you deliver your shares for redemption to Merida’s transfer agent and later decide not to elect redemption, you may request that Merida’s transfer agent return the shares (physically or electronically). You may make such request by contacting Merida’s transfer agent at the address listed at the end of this section.

Any written demand of redemption rights must be received by Merida’s transfer agent at least two business days prior to the vote taken on the Business Combination Proposal at the special meeting. No demand for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to the transfer agent.

If you are a holder of public shares and you exercise your redemption rights, it will not result in the loss of any Warrants that you may hold. Each Warrant will become exercisable to purchase one share of Common Stock for a purchase price of $11.50 beginning 30 days after consummation of the Business Combination.

Following consummation of the Business Combination, New Leafly may call the Warrants for redemption (excluding the private warrants), in whole and not in part, at a price of $0.01 per Warrant if certain conditions are met, including if the reported last sale price of the shares of New Leafly Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing after the Warrants become exercisable and ending on the third business day prior to the notice of redemption to Warrant holders. As of the record date, the reported last sale price of the Merida shares was $10.49 and the highest last sale price through such date has been $11.27. In order to redeem the Warrants, New Leafly must provide 30 days’ prior written notice of redemption to each Warrant holder and have a current registration statement in effect with respect to the shares of New Leafly Common Stock underlying such Warrants. The private warrants are not redeemable by New Leafly following consummation of the Business Combination.

If the foregoing conditions are satisfied and New Leafly issues a notice of redemption, each Warrant holder can exercise his, her or its Warrant prior to the scheduled redemption date. However, New Leafly will not be required to notify any holder if the conditions have been met if New Leafly is not calling the Warrants for redemption. On and after the redemption date, a record holder of a Warrant (excluding the private warrants) will have no further rights except to receive the redemption price for such holder’s Warrant upon surrender of such Warrant.

Q.     Do I have appraisal rights if I object to the proposed Business Combination?

A.     No. Neither Merida stockholders nor its warrant holders have appraisal rights in connection with the Business Combination under Delaware law. See the section entitled “Dissenters’ Rights.”

Q.     What happens to the funds deposited in the trust account after consummation of the Business Combination?

A.     Of the net proceeds of Merida’s initial public offering and simultaneous private placement of warrants, approximately $130 million was placed in the trust account immediately following the initial public offering. After consummation of the Business Combination, the funds in the trust account will be used to pay, on a pro rata basis, holders of the public shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination, and for general corporate purposes of New Leafly.

Q.     What happens if a substantial number of public stockholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A.     Merida’s public stockholders may vote in favor of the Business Combination Proposal and still exercise their redemption rights, although they are not required to vote either for or against the Business Combination, or vote at all, or to be holders on the record date, in order to exercise such redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of public stockholders are substantially reduced as a result of redemption by public stockholders, subject to the requirement that Merida have at least $5,000,001 of net tangible assets immediately prior to or upon the consummation of the Business Combination. With fewer public shares and public stockholders, the trading markets for the Common Stock following the closing of the Business Combination may be less liquid than the market for the Common Stock prior to the Mergers, and Merida may not be able to meet the listing standards of Nasdaq, which is a condition to closing the Business Combination. For example, the combined company must meet certain distribution criteria, including having a minimum of 1,100,000 publicly held shares (excluding shares held by directors, officers, their immediate family members and other concentrated holdings of 10% or more), in order to be listed on Nasdaq. In addition, with fewer funds available from the trust account, the capital infusion from the trust account into Leafly’s business will be reduced and Leafly may not be able to fully achieve its business plans or goals.

If you are a holder of public shares and you exercise your redemption rights, it will not result in the loss of any Warrants that you may hold. Accordingly, even if the maximum number of shares was redeemed, there would still be 6,500,776 public Warrants and 3,950,311 private warrants outstanding. Further, if the shares of Merida Common Stock are trading above the exercise price of $11.50 per warrant, the warrants are considered to be “in the money” and are therefore more likely to be exercised by the holders thereof (when they become exercisable). This in turn increases the risk to non-redeeming stockholders that the warrants will be exercised, which would result in immediate dilution to the non-redeeming stockholders. As of November 9, 2021, the closing price of the warrants was $1.86 per warrant.

The potential impact of different redemption levels is illustrated below through a comparison of a no redemption, illustrative redemption, contractual maximum redemption and minimum cash condition waiver scenarios (as described below). In the sensitivity table below, the residual equity value owned by non-redeeming stockholders, taking into account the respective redemption amounts, is assumed to remain the deemed value of $10.00 per share. As a result of such redemption amounts and the assumed $10.00 per share value, the implied total equity value of New Leafly, assuming no dilution from any of the Warrants, private warrants, the 2018 Plan, the 2021 Plan, the ESPP or the sponsor shares that are subject to vesting (“Additional Dilution Sources”), would be (a) $484,802,240 in the no redemption scenario, (b) $453,470,590 in the illustrative redemption scenario, (c) $422,138,930 in the contractual maximum redemption scenario and (d) $397,263,930 in the minimum cash condition waiver scenario. Additionally, the sensitivity table below sets forth the potential additional dilutive impact of each of the Additional Dilution Sources in each redemption scenario, as described further in Notes 10 through 18 below.

(1)      This scenario assumes that no additional Common Stock is redeemed by the public stockholders (after giving effect to the redemption of 1,389,867 shares of Common Stock by holders who exercised their right to redeem their shares in connection with the submission of a proposal to extend the date by which Merida has to consummate a business combination).

(2)      This scenario assumes that approximately 4,523,032 shares of Common Stock (including the 1,389,867 shares of Common Stock that were redeemed in connection with Merida’s submission of a proposal to extend the date by which Merida has to consummate a business combination) are redeemed by the public stockholders.

(3)      This scenario assumes that approximately 7,656,198 shares of Common Stock (including the 1,389,867 shares of Common Stock that were redeemed in connection with Merida’s submission of a proposal to extend the date by which Merida has to consummate a business combination) are redeemed by the public stockholders, which, based on the amount of $130,204,375 in the trust account as of September 30, 2021, represents the maximum amount of redemptions that would still enable Merida to have sufficient cash to satisfy the minimum cash condition in the Merger Agreement.

(4)      This scenario assumes that (a) Leafly waives the Minimum Cash Condition in the Merger Agreement, (b) the public stockholders redeem 10,656,198 shares of Common Stock (including the 1,389,867 shares of Common Stock that were redeemed in connection with Merida’s submission of a proposal to extend the date by which Merida has to consummate a business combination), (c) 1,137,694 sponsor shares vest pursuant to the Stock Escrow Agreement at Closing, and (d) the Sponsor purchases 1,000,000 shares of Common Stock pursuant to the Financing Commitment (which are reflected in the row titled “Merida Initial Stockholders (including Sponsor and EarlyBirdCapital”). While this scenario assumes 10,656,198 shares will be redeemed by public stockholders, the Merger Agreement does not preclude Leafly from waiving the Minimum Cash Condition if additional shares are redeemed. As certain stockholders of Merida have agreed not to redeem 590,000 shares of Common Stock pursuant to the Non-Redemption Agreements, the maximum number of shares that could be redeemed is 12,411,552 shares of Common Stock (inclusive of the 1,389,867 shares of Common Stock that were redeemed on or prior to October 29, 2021); provided, however, in such event contractual obligations in the Financing Commitment would require the Sponsor to purchase an additional 1,000,000 shares of Common Stock. For more information regarding the Non-Redemption Agreements and Financing Commitment see the sections titled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Non-Redemption Agreements” and “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Sponsor Financing Commitment,” respectively.

(5)      This row does not include the 3,250,388 shares of Common Stock that were issued to the Merida initial stockholders prior to Merida’s initial public offering and does not include the 120,000 Representative Shares.

(6)      This row assumes zero Forfeited Shares. Additionally, this row assumes that (a) of the 3,250,388 sponsor shares, 1,625,194 sponsor shares will vest upon the closing of the Mergers and (b) all 120,000 Representative Shares vest upon the closing of the Mergers in each of the no redemption scenario, the illustrative redemption scenario and the contractual maximum redemption scenario. In the minimum cash condition waiver scenario, this row assumes that (x) 1,137,694 sponsor shares will vest upon the closing of the Mergers, (y) all 120,000 Representative Shares vest upon the closing of the Mergers and (z) the Sponsor will purchase 1,000,000 shares of Common Stock in accordance with the Financing Commitment. In each scenario, the remaining unvested shares will remain subject to vesting. For more information regarding the vesting provisions of the Stock Escrow Amendment see the section titled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Sponsor Agreement and Stock Escrow Amendment.”

(7)      This row assumes the conversion of all outstanding Leafly notes into New Leafly Common Stock in connection with the consummation of the Business Combination (and assuming the Business Combination closes in the fourth quarter of 2021). This row excludes New Leafly stock options and up to 6,000,000 of Earnout Shares that are issuable to Leafly securityholders and participants upon the realization of all of the triggering events in the Earnout Plan.

(8)      All share numbers and percentages for the Additional Dilution Sources are presented without the potential reduction of any amounts paid by the holders of the given Additional Dilution Sources and therefore may overstate the presentation of dilution.

(9)      The Percentage of Total with respect to each Additional Dilution Source set forth below, including the Total Additional Dilutive Sources, includes the full amount of shares issued with respect to the applicable Additional Dilution Source in both the numerator and denominator. For example, in the illustrative redemption scenario, the Percentage of Total with respect to the Earnout Shares would be calculated as follows: (a) 6,000,000 shares issued pursuant to the Earnout Plan; divided by (b) (i) 45,347,059 shares (the number of shares outstanding prior to any issuance pursuant to the Earnout Plan) plus (ii) 6,000,000 shares issued pursuant to the Earnout Plan.

(10)    This row assumes all 6,000,000 Earnout Shares are issued to Leafly securityholders and participants.

(11)    This row assumes exercise of all New Leafly stock options for 3,646,801 shares of New Leafly Common Stock on a gross basis (based on the outstanding options of Leafly as of September 30, 2021 and assuming the Business Combination closes in the fourth quarter of 2021).

(12)    This row assumes exercise of all Warrants to purchase 6,500,776 shares of New Leafly Common Stock (following the reclassification of Common Stock to New Leafly Common Stock upon the effectiveness of the Proposed Charter) and does not assume any buyback of Common Stock by New Leafly.

(13)    This row assumes exercise of all Private Warrants to purchase 3,950,311 shares of New Leafly Common Stock (following the reclassification of Common Stock to New Leafly Common Stock upon the effectiveness of the Proposed Charter) and does not assume any buyback of Common Stock by New Leafly.

(14)    This row assumes the issuance of all shares of New Leafly Common Stock reserved for issuance under the 2018 Plan, which equals 193,860 shares.

(15)    This row assumes the issuance of all shares of New Leafly Common Stock reserved for issuance under the 2021 Plan, (10.0% of the sum of (x) the number of outstanding shares of New Leafly Common Stock following the consummation of the Business Combination, (y) each share of New Leafly Common Stock underlying the New Leafly stock options and (z) all shares of New Leafly Common Stock reserved for issuance under the 2018 Plan), which equals 5,232,089 shares of New Leafly Common Stock in the no redemption scenario, 4,918,772 shares of New Leafly Common Stock in the illustrative redemption scenario, 4,605,455 shares of New Leafly Common Stock in the contractual maximum redemption scenario or 4,356,705 shares of New Leafly Common Stock in the minimum cash condition waiver scenario, in each case, following the consummation of the Business Combination.

(16)    This row assumes the issuance of all shares of New Leafly Common Stock reserved for issuance under the ESPP, (2.5% of the sum of (x) the number of outstanding shares of New Leafly Common Stock following the consummation of the Business Combination, (y) each share of New Leafly Common Stock underlying the New Leafly stock options and (z) all shares of New Leafly Common Stock reserved for issuance under the 2018 Plan), which equals 1,308,022 shares of New Leafly Common Stock in the no redemption scenario, 1,229,693 shares of New Leafly Common Stock in the illustrative redemption scenario, 1,151,364 shares of New Leafly Common Stock in the contractual maximum redemption scenario or 1,089,176 shares of New Leafly Common Stock in the minimum cash condition waiver scenario, in each case, following the consummation of the Business Combination.

(17)    This row assumes zero Forfeited Shares. Additionally, this row assumes that of each of the remaining outstanding sponsor shares vest in accordance with the provisions of the Stock Escrow Agreement, resulting in 1,625,194 shares of Common Stock vesting in each of the no redemption scenario, the illustrative redemption scenario and the contractual maximum redemption scenario. In the minimum cash condition waiver scenario, this row assumes that each of the remaining 2,112,694 sponsor shares will vest in accordance with the provisions of the Stock Escrow Agreement.

(18)    This row assumes the issuance of all shares of Common Stock in connection with each of the Additional Dilution Sources, as described further in Notes 10 through 17 above, which equals 28,457,053 shares of Common Stock in the no redemption scenario, 28,065,407 shares of Common Stock in the illustrative redemption scenario, 27,673,761 shares of Common Stock in the contractual maximum redemption scenario or 27,850,323 shares of Common Stock in the minimum cash condition waiver scenario, in each case, following the consummation of the Business Combination.

The foregoing table is provided for illustrative purposes only and there can be no assurance that the New Leafly Common Stock will trade at the illustrative per share values set forth therein, regardless of the levels of redemption.

Q.     What happens if the Business Combination is not consummated?

A.     If Merida does not complete the Business Combination with Leafly for whatever reason, Merida would search for another target business with which to complete a business combination. If Merida does not complete the Business Combination with Leafly or another business combination by December 31, 2021 (or such later date as may be approved by Merida stockholders in an amendment to the Existing Charter), Merida must redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to an amount then held in the trust account (net of taxes payable). The Sponsor and Merida’s officers and directors purchased the sponsor shares for an aggregate purchase price of $25,000. In connection with such purchase, they waived their redemption rights for no additional consideration with respect to their sponsor shares in the event a business combination is not effected in the required time period, and, accordingly, the sponsor shares held by them will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to the Warrants. Accordingly, the Warrants will expire worthless.

Q.     How do the Sponsor and the officers and directors of Merida intend to vote on the proposals?

A.     The Sponsor, which is an affiliate of certain of Merida’s officers and directors, beneficially owns and is entitled to vote an aggregate of approximately 21.7% of the outstanding Common Stock. The Sponsor has agreed to vote its shares in favor of the Business Combination Proposal and has indicated its intention to vote in favor of the other proposals being presented at the special meeting and in favor of the election of the director nominee identified in this proxy statement/prospectus/consent solicitation statement to serve as a director of Merida until the 2024 annual meeting of stockholders, and until the nominee’s successor is duly elected and qualified, subject to the nominee’s earlier death, resignation or removal. In addition to the shares of Common Stock held by the Sponsor, Merida would need 4,240,650 public shares, or approximately 36.5%, of the 11,611,685 remaining public shares sold in Merida’s initial public offering (after giving effect to the redemption of 1,389,867 shares of Common Stock in connection with the submission of a proposal to extend the date by which Merida has to consummate a business combination) to be voted in favor of the Business Combination Proposal in order for it to be approved (assuming all outstanding shares are voted on the proposal). If the minimum number of shares representing a quorum of shares of Common Stock is present at the special meeting, Merida would need only 495,131 public shares, or approximately 4.3% of the public shares to be voted in favor of the Business Combination Proposal in order for it to be approved.

Q.     What interests do the Sponsor and the current officers and directors of Merida have in the Business Combination?

A.      In considering the recommendation of Merida’s board of directors to vote in favor of the Business Combination, stockholders should be aware that, aside from their interests as stockholders, the Sponsor and certain of Merida’s directors and officers have interests in the Business Combination that are different from, or in addition to, those of other stockholders generally. Merida’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to stockholders that they approve the Business Combination and in agreeing to vote their shares in favor of the Business Combination. The Merida board of directors determined that the overall benefits expected to be received by Merida and its stockholders in the proposed Business Combination outweighed any potential risk created by the conflicts stemming from these interests. Additionally, because affiliates of Mitchell Baruchowitz and Jeffrey Monat, directors of Merida, hold Leafly Preferred Stock and purchased Notes from Leafly, they abstained from the Merida board’s vote to approve the Mergers to avoid the appearance of a potential conflict of interest. Notwithstanding the foregoing, stockholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things, the fact that:

•        If the Business Combination with Leafly or another business combination is not consummated by December 31, 2021 (or such later date as may be approved by Merida’s stockholders), Merida will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, the 3,250,388 sponsor shares held by the Sponsor and Merida’s directors and officers, which were acquired for an aggregate purchase price of $25,000 prior to Merida’s initial public

offering, would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares. Such shares had an aggregate market value of $34.1 million based upon the closing price of $10.49 per share on Nasdaq on the record date.

•        The Sponsor, which is affiliated with certain of Merida’s directors and officers, purchased an aggregate of 3,900,311 Warrants from Merida for an aggregate purchase price of approximately $3.9 million (or $1.00 per Warrant). These purchases took place on a private placement basis simultaneously with the consummation of Merida’s initial public offering. All of the proceeds Merida received from these purchases were placed in the trust account. Such Warrants had an aggregate market value of $7.3 million based upon the closing price of $1.86 per warrant on Nasdaq on the record date. The private warrants will become worthless if Merida does not consummate a business combination by December 31, 2021 (or such later date as may be approved by Merida stockholders in an amendment to the Existing Charter).

•        Given the differential in the purchase price that the Sponsor paid for the sponsor shares as compared to the price of the Units sold in Merida’s initial public offering, the Sponsor and its affiliates may earn a positive rate of return on their investment even if the Common Stock trades below the price initially paid for the Units in Merida’s initial public offering and the public stockholders experience a negative rate of return following the completion of the Business Combination.

•        If Merida is unable to complete a business combination within the required time period, the Sponsor will be liable under certain circumstances described herein to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Merida for services rendered or contracted for or products sold to Merida. If Merida consummates a business combination, on the other hand, the Sponsor will have no such liability and Merida will be liable for all such claims.

•        The Sponsor and Merida’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Merida’s behalf, such as identifying and investigating possible business targets and business combinations. However, if Merida fails to consummate an initial business combination within the required period, they will not have any claim against the trust account for reimbursement. Accordingly, Merida may not be able to reimburse these expenses if the Business Combination with Leafly or another business combination is not completed by December 31, 2021 (or such later date as may be approved by Merida stockholders in an amendment to its Existing Charter). As of November 9, 2021, the Sponsor and Merida’s officers and directors and their affiliates had not incurred any unpaid reimbursable expenses.

•        It is currently contemplated that Peter Lee will be a director of New Leafly after the closing of the Business Combination. As such, in the future, he will receive any cash fees, stock options or stock awards that the New Leafly board of directors determines to pay to its non-executive directors.

•        Affiliates of the Sponsor and of certain directors of Merida purchased Notes in an aggregate principal amount of $15 million. The aggregate principal amount of, and all accrued unpaid interest on, the Notes will be converted, in accordance with the terms of the Note Purchase Agreement, into shares of Leafly Common Stock immediately prior to the Initial Merger, and as part of the Initial Merger will be converted into New Leafly Common Stock. If the Business Combination is not consummated, such Notes will remain investments in Leafly.

•        Affiliates of the Sponsor and of certain directors of Merida also own 240,575 shares of Leafly Preferred Stock, which will be converted in accordance with the terms of the Merger Agreement into Merida’s Common Stock at Closing. If the Business Combination is not consummated, such shares would remain an investment in Leafly.

•        The Merger Agreement provides that at and as of the closing of the Mergers, Merida will enter into an indemnification agreement with each of the directors serving on its board of directors and each of its executive officers as of immediately prior to such closing, which shall indemnify such directors and officers with respect to actions arising out of or pertaining to matters existing or occurring at or prior to the Closing Date.

•        The Sponsor and Merida’s officers and directors (or their affiliates) may make loans from time to time to Merida to fund certain capital requirements. As of the date of this proxy statement/prospectus/consent solicitation statement, the Sponsor has loaned an aggregate of $800,000 to Merida, and additional loans may be made after the date of this proxy statement/prospectus/consent solicitation statement. If the Business Combination is not consummated, the loans will not be repaid and will be forgiven except to the extent there are funds available to Merida outside of the trust account.

At the closing of the Mergers, assuming (a) that no holder of public shares exercises redemption rights as described in this proxy statement/prospectus/consent solicitation statement (after giving effect to the redemption of 1,389,867 shares of Common Stock by holders who exercised their right to redeem their shares in connection with the submission of a proposal to extend the date by which Merida has to consummate a business combination), (b) Leafly’s capitalization at the closing of the Business Combination will be consistent with Leafly’s estimates as of September 30, 2021, (c) the Business Combination closes in the fourth quarter of 2021, (d) an Exchange Ratio of 0.3275 (estimated as of September 30, 2021), (e) giving effect to the conversion of all outstanding warrants and options of Leafly and Merida and the issuance of the Earnout Shares and (f) no inclusion of the effect of any further financing of Merida or Leafly, immediately after the closing of the Business Combination, Merida’s Sponsor and its affiliates will own approximately 11% of the equity of the combined company. Additionally, following the closing of the Mergers, Merida’s Sponsor and its affiliates could have a maximum total ownership interest of approximately 16% of the equity of the combined company, assuming (a) the maximum number of holders of public shares exercise their redemption rights as described in this proxy statement/prospectus/consent solicitation statement, (b) Leafly’s capitalization at the closing of the Business Combination will be consistent with Leafly’s estimates as of September 30, 2021, (c) the Business Combination closes in the fourth quarter of 2021, (d) an Exchange Ratio of 0.3275 (estimated as of September 30, 2021), (e) giving effect to the conversion of the private warrants but not to the other outstanding warrants and options of Leafly or Merida or the issuance of the Earnout Shares and (f) no inclusion of the effect of any further financing of Merida or Leafly. In the aggregate, the Sponsor and its affiliates have approximately $37.2 million at risk that depends upon the completion of a business combination. Such amount consists of (a) approximately $32.5 million representing the value of the Sponsor’s and its affiliates’ sponsor shares (assuming a value of $10.00 per share, the deemed value of the Common Stock in the Business Combination), (b) approximately $3.9 million representing the value of the Sponsor’s Warrants (based on the purchase price of $1.00 per Warrant), and (c) $800,000 representing the aggregate principal amount of outstanding working capital loans made by the Sponsor to Merida, which loans are repayable in cash at the Closing. Such securities had an aggregate market value of $41.4 million based upon the closing price of $10.49 per share and $1.86 per warrant on Nasdaq on the record date. Affiliates of the Sponsor and of certain directors of Merida own 240,575 shares of Leafly Preferred Stock, which will be converted in accordance with the terms of the Merger Agreement into Merida’s Common Stock at Closing. Affiliates of the Sponsor and of certain directors of Merida purchased Notes in an aggregate principal amount of $15 million. The aggregate principal amount of, and all accrued unpaid interest on, the Notes will be converted, in accordance with the terms of the Note Purchase Agreement, into shares of Leafly Common Stock immediately prior to the Initial Merger, and as part of the Initial Merger will be converted into New Leafly Common Stock. The Sponsor is also entitled to reimbursement of out-of-pocket expenses incurred on behalf of Merida. As of September 30, 2021, there were no reimbursable expenses outstanding. There are no fees payable to the Sponsor’s affiliates upon consummation of the Business Combination.

Merida’s Existing Charter waives the doctrine of corporate opportunity. However, Merida does not believe that such waiver had a material impact on its search for an acquisition target. This is because, notwithstanding such waiver, Merida’s officers and directors agreed in connection with Merida’s IPO to present to it all target business opportunities that had a fair market value of at least 80% of the assets held in the trust account (excluding taxes payable on the income accrued in the trust account), subject only to any pre-existing fiduciary or contractual obligations.

The existence of financial and personal interests of the Sponsor and Merida’s directors and officers may result in a conflict of interest on the part of the directors and officers between what they may believe is in the best interests of Merida and its stockholders and what they may believe is best for themselves in determining to recommend that stockholders vote for the proposals and in making other determinations in connection with the Business Combination. Merida stockholders should take these interests into account in deciding whether to approve the Business Combination.

The foregoing interests present a risk that the Sponsor and its affiliates will benefit from the completion of a business combination, including in a manner that may not be aligned with Public Stockholders. As such, the Sponsor may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to Public Stockholders rather than liquidate.

Q.     When do you expect the Business Combination to be completed?

A.     It is currently anticipated that the Business Combination will be consummated promptly following the Merida special meeting, which is set for [•], 2021; however, such meeting could be adjourned or postponed to a later date, as described elsewhere in this proxy statement/prospectus/consent solicitation statement. For a description of the conditions for the completion of the Business Combination, see the section entitled “The Merger Agreement — Conditions to the Closing of the Business Combination.”

Q.     What do I need to do now?

A.     Merida urges you to carefully read and consider the information contained or incorporated by reference in this proxy statement/prospectus/consent solicitation statement, including the annexes, and to consider how the Business Combination will affect you as a stockholder and/or warrantholder of Merida. Stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus/consent solicitation statement and on the enclosed proxy card.

Q.     When and where will the special meeting take place?

A.      The special meeting will be held on [•], 2021, at 10:00 a.m. eastern time, solely over the internet by means of a live audio webcast. You may attend and participate in the special meeting webcast by accessing the meeting web portal located at https://www.cstproxy.com/meridamergercorpi/sm2021 and following the instructions set forth below. Stockholders participating in the special meeting will be able to listen only and will not be able to speak during the special meeting webcast. However, in order to maintain the interactive nature of the special meeting, virtual attendees will be able to:

•        vote via the meeting web portal during the special meeting webcast; and

•        submit questions or comments to Merida’s directors and officers during the special meeting via the meeting web portal.

Stockholders may submit questions or comments during the meeting through the meeting web portal by typing in the “Submit a question” box.

Q.     How do I attend the special meeting?

A.     Due to health concerns stemming from the COVID-19 pandemic, and to support the health and well-being of our stockholders, the special meeting will be a virtual meeting. Any stockholder wishing to attend the special meeting through the meeting web portal must register in advance. To register for and attend the special meeting, please follow these instructions as applicable to the nature of your ownership of Common Stock:

•        Shares Held of Record.    If you are a record holder, and you wish to attend the virtual special meeting, go to https://www.cstproxy.com/meridamergercorpi/sm2021, enter the control number you received on your proxy card or notice of the meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Immediately prior to the start of the special meeting, you will need to log back into the meeting site using your control number. You must register before the meeting starts.

•        Shares Held in Street Name.    If you hold your shares in “street” name, which means your shares are held of record by a broker, bank or nominee, and you who wish to attend the virtual special meeting, you must obtain a legal proxy from the stockholder of record and e-mail a copy (a legible photograph is sufficient) of your proxy to proxy@continentalstock.com. Holders should contact their bank, broker or other nominee for instructions regarding obtaining a proxy. Holders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the special meeting. You will receive an e-mail prior to the meeting with a link and instructions for entering the special meeting. “Street” name holders should contact Continental Stock Transfer & Trust Company on or before [•], 2021.

Stockholders will also have the option to listen to the special meeting by telephone by calling:

•        Within the United States and Canada: [•] (toll-free)

•        Outside of the United States and Canada: [•] (standard rates apply)

The passcode for telephone access: [•]#. You will not be able to vote or submit questions unless you register for and log in to the special meeting web portal as described above.

Q.     How do I vote?

A.     If you are a holder of record of Common Stock on the record date, you may vote by attending the special meeting and submitting a ballot via the meeting web portal or by submitting a proxy for the special meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly voted and counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the virtual special meeting and vote through the meeting web portal, obtain a legal proxy from your broker, bank or nominee.

Q.     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A.     No. A “broker non-vote” occurs when a broker submits a proxy that states that the broker does not vote for some or all of the proposals because the broker has not received instructions from the beneficial owners on how to vote on the proposals and the broker does not have discretionary authority to vote in the absence of such instructions. Brokers do not have discretionary authority to vote on certain of the proposals to be considered at the special meeting. Accordingly, your broker, bank or nominee cannot vote your shares on such proposals unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee.

Q.     May I change my vote after I have mailed my signed proxy card?

A.     Yes. Stockholders of record may send a later-dated, signed proxy card to Merida’s transfer agent at the address set forth below so that it is received prior to the vote at the special meeting, or submit a ballot through the meeting web portal during the special meeting webcast. Stockholders of record also may revoke their proxy by sending a notice of revocation to Merida’s transfer agent, which must be received prior to the vote at the special meeting. If you hold your shares in “street name,” you should contact your broker, bank or nominee to change your instructions on how to vote. If you hold your shares in “street name” and wish to attend the virtual special meeting and vote through the meeting web portal, you must obtain a legal proxy from your broker, bank or nominee.

Q.     What constitutes a quorum for the special meeting?

A:     A quorum is the minimum number of shares of Common Stock that must be present to hold a valid meeting. A quorum will be present at the Merida special meeting if a majority of all the outstanding shares entitled to vote at the meeting are represented at the virtual special meeting either by attendance through the meeting web portal or by proxy. Abstentions and broker non-votes will count as present for the purposes of establishing a quorum.

Q.     What stockholder vote thresholds are required for the approval of each proposal brought before the special meeting?

A.     The Business Combination Proposal. The approval of the Business Combination Proposal will require the affirmative vote of the holders of a majority of the outstanding shares of Common Stock present and entitled to vote at the special meeting.

The Nasdaq Proposal.    The approval of the Nasdaq Proposal will require the affirmative vote of the holders of a majority of the shares of Common Stock represented and entitled to vote at the special meeting.

The Charter Amendment Proposal.    The approval of the Charter Amendment Proposal will require the affirmative vote of the holders of a majority of the outstanding shares of Common Stock on the record date.

The Governance Proposals.    The approval of each of the non-binding, advisory Governance Proposals will require the affirmative vote of a majority of the Common Stock represented and entitled to vote at the special meeting. As discussed in more detail in the section titled “The Governance Proposals,” a vote to approve each Governance Proposal is an advisory vote and therefore is not binding on Merida. Accordingly, regardless of the outcome of the non-binding advisory vote, if the Charter Amendment Proposal is approved and the Mergers are consummated, Merida will adopt the Proposed Charter.

The Director Election Proposal.    The election of directors requires a plurality of the votes cast at the special meeting. A plurality means that the individuals who receive the largest number of votes cast “FOR” are elected as directors.

The Incentive Plan Proposal.    The approval of the Incentive Plan Proposal will require the affirmative vote of the holders of a majority of the shares of Common Stock represented and entitled to vote at the special meeting.

The ESPP Proposal.    The approval of the ESPP Proposal will require the affirmative vote of the holders of a majority of the shares of Common Stock represented and entitled to vote at the special meeting.

The Earnout Plan Proposal.    The approval of the Earnout Plan Proposal will require the affirmative vote of the holders of a majority of the shares of Common Stock represented and entitled to vote at the special meeting.

The Adjournment Proposal.    The approval of the Adjournment Proposal will require the affirmative vote of the holders of a majority of the shares of Common Stock represented and entitled to vote at the special meeting.

The Sponsor, which is an affiliate of certain of Merida’s officers and directors, beneficially owns and is entitled to vote an aggregate of approximately 21.7% of the outstanding Common Stock. The Sponsor has agreed to vote its shares in favor of the Business Combination Proposal and has indicated its intention to vote in favor of the other proposals being presented at the special meeting and in favor of the election of the nominee identified in this proxy statement/prospectus/consent solicitation statement to serve as a director of Merida. In addition to the shares of Common Stock held by the Sponsor, Merida would need 4,240,650 shares, or approximately 36.5%, of the 11,611,685 remaining public shares sold in Merida’s initial public offering (after giving effect to the redemption of 1,389,867 shares of Common Stock in connection with the submission of a proposal to extend the date by which Merida has to consummate a business combination) to be voted in favor of the Business Combination Proposal in order for it to be approved (assuming all outstanding shares are voted on the proposal). If the minimum number of shares representing a quorum of shares of Common Stock is present at the special meeting, Merida would need only 495,131 public shares, or approximately 4.3% of the public shares to be voted in favor of the Business Combination Proposal in order for it to be approved.

Q.     What happens if I fail to take any action with respect to the special meeting?

A.     If you fail to take any action with respect to the meeting and the Business Combination is approved by stockholders and consummated, you will continue to be a holder of Common Stock and/or Warrants, as applicable, and the business of Leafly will become the business of Merida. As a corollary, failure to deliver your stock certificate(s) to Merida’s transfer agent either physically or electronically using The Depository Trust Company’s DWAC system at least two business days prior to the special meeting means you will not have any right in connection with the Mergers to redeem your public shares for a pro rata share of the funds held in Merida’s trust account.

If you fail to take any action with respect to the special meeting and the Business Combination is not approved, you will continue to be a stockholder and/or warrant holder of Merida, as applicable, and Merida will continue to search for another target business with which to complete an initial business combination. If Merida does not complete an initial business combination by December 31, 2021 (or such later date as may be approved by Merida stockholders in an amendment to the Existing Charter), Merida must cease all operations except for the purpose of winding up, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to an amount then on deposit in the trust account, including interest earned on the trust account, net of interest that may be used by Merida to pay its tax obligations, and as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate.

Q.     What should I do with my share and/or warrant certificates?

A.      Warrant holders and those stockholders who do not elect to have their public shares redeemed for a pro rata share of the trust account need not submit their certificates. Merida stockholders who exercise their redemption rights must deliver their share certificates to Merida’s transfer agent either physically or electronically using The Depository Trust Company’s DWAC system at least two business days prior to the special meeting as described above.

Q.     What should I do if I receive more than one set of voting materials?

A.     Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus/consent solicitation statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares of Common Stock.

Q.     Who can help answer my questions?

A.     If you have questions about the Mergers or if you need additional copies of this proxy statement/prospectus/consent solicitation statement or the enclosed proxy card, you should contact:

Mr. Peter Lee

Merida Merger Corp. I

641 Lexington Avenue, 18th Floor

New York, NY 10022

Tel: (212) 818-8800

or the proxy solicitor at:

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford CT 06902

Individuals call toll-free (800) 662-5200

Banks and brokers call (203) 658-9400

Email: MCMJ.info@investor.morrowsodali.com

You may also obtain additional information about Merida from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of public shares and you intend to seek redemption of your shares, you will need to deliver your shares to Merida’s transfer agent physically at the address below or electronically using The Depository Trust Company’s DWAC system at least two business days prior to the vote at the special meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Mr. Mark Zimkind

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

E-mail: mzimkind@continentalstock.com

QUESTIONS AND ANSWERS ABOUT LEAFLY’S CONSENT SOLICITATION

The following sections provide answers to frequently asked questions about Leafly’s consent solicitation. This section, however, provides only summary information. For a more complete response to these questions and for additional information, please refer to the cross-referenced sections.

Q.     Why am I receiving this proxy statement/prospectus/consent solicitation statement?

A.     The Leafly shareholders are being asked to (a) approve the Merger Agreement and the Business Combination, including the Mergers, and (b) approve, on a non-binding advisory basis, each of the amendments described in Proposal No. 4 of this proxy statement/prospectus/consent solicitation statement by executing and delivering the written consent furnished with this proxy statement/prospectus/consent solicitation statement. As a result of the Business Combination, Merida will acquire Leafly. Subject to the terms of the Merger Agreement, at the time of the Initial Merger, (i) each issued and outstanding share of Leafly Common Stock (including shares of Leafly Common Stock issued upon conversion of the Notes) will be automatically converted into the right to receive a number of Merger Shares equal to the Exchange Ratio and (ii) each issued and outstanding share of Leafly Preferred Stock will be automatically converted into the right to receive a number of Merger Shares equal to the Exchange Ratio multiplied by the number of shares of Leafly Common Stock issuable upon conversion of such shares of Leafly Preferred Stock. As of September 30, 2021, we estimate that the Exchange Ratio will be 0.3275. Each option to purchase Leafly Common Stock that is outstanding and unexercised immediately prior to the Initial Merger will automatically convert to an option to acquire an adjusted number of shares of Merida Common Stock at an adjusted exercise price per share, in each case, pursuant to the terms of the Merger Agreement. Additionally, following the completion of the Mergers, the holders of Leafly Common Stock, Leafly Preferred Stock, and Participants will have the contingent right to receive up to an aggregate of 6,000,000 Earnout Shares upon the satisfaction of certain earnout conditions described in more detail elsewhere in this proxy statement/prospectus/consent solicitation statement. For more information about the consideration payable to the holders of Leafly securities, please see the section titled “The Business Combination — Consideration to Leafly Securityholders and Earnout Plan Participants” beginning on page 109 of this proxy statement/prospectus/consent solicitation statement.

A copy of the Merger Agreement is attached to this proxy statement/prospectus/consent solicitation statement as Annex A. This proxy statement/prospectus/consent solicitation statement and its Annexes contain important information about the proposed Business Combination and the solicitation of written consents. You should read this proxy statement/prospectus/consent solicitation statement and its Annexes carefully and in their entirety.

The Leafly shareholders are encouraged to return their written consent as soon as possible after carefully reviewing this proxy statement/prospectus/consent solicitation statement and its Annexes.

Q.     Who is entitled to give a written consent for Leafly?

A.     [•], 2021, the day before the first notice of this consent solicitation is delivered to Leafly’s shareholders, will be the record date (the “Leafly record date”) for determining Leafly shareholders entitled to sign and deliver written consents with respect to this consent solicitation. Holders of outstanding shares of Leafly Stock as of the close of business on the Leafly record date will be entitled to give a consent using the form of written consent furnished with this proxy statement/prospectus/consent solicitation statement.

As of the close of business on the Leafly record date, there will be approximately (a) [•] shares of Leafly Common Stock outstanding, consisting of [•] shares of Leafly Class 1 Common Stock, [•] shares of Leafly Class 2 Common Stock, and [•] shares of Leafly Class 3 Common Stock, and (b) [•] shares of Leafly Preferred Stock outstanding.

Q.     What approval is required by Leafly shareholders to approve the Merger Agreement?

A.     The Mergers cannot be completed unless shareholders of Leafly approve the Merger Agreement. Approval of the Merger Agreement requires the approval of (a) the holders of a majority of the voting power of the Leafly Class 1 Common Stock and (b) the holders of a majority of the voting power of the Leafly Common Stock and the Leafly Preferred Stock, voting together as a single class.

Concurrently with the execution of the Merger Agreement, Merida, First Merger Sub, and Second Merger Sub entered into Support Agreements with certain shareholders of Leafly (such Leafly shareholders, collectively, the “Support Shareholders”). The Support Shareholders beneficially own an aggregate of 100% of the outstanding voting power of Leafly Class 1 Common Stock as of the date of the Merger Agreement, which shares would be sufficient to approve the Merger Agreement and the Business Combination, including the Mergers. Pursuant to the Support Agreements, the Support Shareholders agreed to comply with certain covenants relating to non-solicitation and not to transfer any of the Leafly Common Stock and Leafly Preferred Stock held by them. The Support Shareholders also agreed to vote all of their Leafly Common Stock and Leafly Preferred Stock (a) in favor of the Merger Agreement and the Business Combination, including the Mergers, and any other matters necessary or reasonably requested by Leafly in connection with the consummation of the Business Combination; provided that if Leafly’s board of directors changes or modifies its recommendation to the Leafly shareholders to approve the Merger Agreement and approve the Business Combination, including the Mergers, the number of shares of Leafly Common Stock and or Leafly Preferred Stock that such shareholder shall be committed to vote shall decrease (on a pro rata basis) to a number of shares that, when aggregated with the number of shares of Leafly Stock that other Leafly shareholders (other than Merida) are obligated to vote pursuant to the Support Agreements, shall not exceed 40.00% of the voting power of the outstanding shares of Leafly Stock, (b) against any proposal, offer, or submission with respect to the merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation, or winding up of Leafly other than the Merger Agreement and Business Combination, including the Mergers, and (c) against any proposal, action, or agreement that would result in a breach of any covenant, representation or warranty of such shareholder contained in the Support Agreement, result in a breach of any covenant, representation, or warranty of Leafly, result in the failure of any conditions in the Merger Agreement, or change in any manner the voting rights of any class of equity securities of Leafly.

The delivery of the written consent by each of the Support Shareholders pursuant to the Support Agreements will be sufficient to approve the Merger Agreement and approve the Business Combination, including the Mergers, unless the Leafly board of directors changes its recommendation to its shareholders to approve the Merger Agreement in accordance with the terms of the Merger Agreement. For a more detailed description of the Support Agreements, see the section titled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Leafly Shareholder Support Agreement.”

Q.     Do any of Leafly’s directors or officers have interests in the Mergers that may differ from or be in addition to the interests of Leafly shareholders?

A.     Leafly’s executive officers and certain non-employee directors have interests in the Mergers that may be different from, or in addition to, the interests of Leafly shareholders generally. The Leafly board of directors was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Merger Agreement and in recommending that the Merger Agreement be approved by Leafly shareholders. For more information, see the section titled “Proposal No. 1 — The Business Combination — Interests of Certain Persons in the Business Combination — Interests of Leafly’s Directors and Officers in the Business Combination.”

Q.     I am an employee of Leafly who holds options to purchase Leafly Common Stock. How will my options be treated in the Mergers?

A.     Each option to purchase Leafly Common Stock that is outstanding and unexercised immediately prior to the Initial Merger will automatically convert to an option to acquire an adjusted number of shares of New Leafly Common Stock at an adjusted exercise price per share, in each case, pursuant to the terms of the Merger Agreement.

Q.     How can I return my written consent?

A.     Morrow Sodali LLC will email each Leafly shareholder who is a Leafly shareholder as of the close of business on the Leafly record date information on how to access https://www.cstproxy.com/meridamergercorpi/sm2021 on or about [•], 2021. If you hold shares of Leafly Stock as of the close of business on the Leafly record date and you wish to give your consent, you must return it to Morrow Sodali LLC by emailing a .pdf copy to Leafly.info@investor.morrowsodali.com or by mailing it to Morrow Sodali LLC at 333 Ludlow Street, 5th floor, South Tower, Stamford, CT 06902.

Leafly does not intend to hold a shareholders’ meeting to consider the proposal to approve the Merger Agreement and the Business Combination, including the Mergers, and, unless Leafly decides to hold a shareholders’ meeting for such purposes, you will be unable to vote by attending a shareholders’ meeting.

Q.     What is the deadline for returning my written consent?

A.     The targeted final date for the receipt of written consents (the “Target Date”) is currently [•], eastern time, on [•], 2021. Leafly reserves the right to extend the final date for the receipt of written consents beyond the Target Date; provided that Merida must consent to any such extension, because Merida will have the right to terminate the Merger Agreement if Leafly fails to deliver written consents to Merida by the Target Date. Any such extension may be made without notice to Leafly shareholders. Once a sufficient number of consents to approve the Merger Agreement have been received, the consent solicitation will conclude. The delivery of the written consent by each of the Support Shareholders pursuant to the Support Agreements will be sufficient to approve the Merger Agreement and the Business Combination, including the Mergers, unless the Leafly board of directors changes its recommendation to its shareholders to approve the Merger Agreement in accordance with the terms of the Merger Agreement. For more information see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Leafly Shareholder Support Agreement.”

Q.     I am a Leafly shareholder. Can I dissent and require appraisal of my shares?

A.     If you are a Leafly shareholder who does not deliver a written consent approving the Merger Agreement and the Business Combination, including the Mergers, you will, if you comply with Chapter 23B.13 of the WBCA, be entitled to dissenters’ rights. Chapter 23B.13 of the WBCA is attached as Annex G to this proxy statement/prospectus/consent solicitation statement. Failure to follow any of the statutory procedures set forth in Chapter 23B.13 of the WBCA will result in the loss or waiver of dissenters’ rights under Washington law. Washington law requires that, among other things, you send a written notice of intent to demand payment to Leafly. For more information, see the section entitled “Dissenters’ Rights.”

Q.     What are the material United States federal income tax consequences of the Mergers to Leafly shareholders?

A.     Subject to the qualifications and limitations described below in the section entitled “Proposal No. 1 — The Business Combination Proposal — Material U.S. Federal Income Tax Consequences for Holders of Leafly Stock,” Weil, Gotshal & Manges LLP, counsel to Leafly, has given an opinion that, for U.S. federal income tax purposes, the Mergers will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. If the Mergers qualify for such tax treatment, a U.S. Holder (as defined below in the section entitled “Proposal No. 1 — The Business Combination Proposal — Material U.S. Federal Income Tax Consequences for Holders of Leafly Stock”) of Leafly Stock generally will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of such holder’s shares of Leafly Stock for shares of New Leafly Common Stock in the Mergers, except that (a) such holder of Leafly Stock generally may recognize gain or loss with respect to cash received in lieu of a fractional share of New Leafly Common Stock and (b) a portion of the Earnout Shares (if any) actually received by such holder may be characterized as ordinary interest income for U.S. federal income tax purposes.

For a more complete discussion of the material U.S. federal income tax consequences of the Mergers, please carefully review the information set forth in the section titled “Proposal No. 1 — The Business Combination Proposal — Material U.S. Federal Income Tax Consequences for Holders of Leafly Stock.” The tax consequences of the Mergers to any particular shareholder will depend on that shareholder’s particular facts and circumstances. Accordingly, you are urged to consult your own tax advisor as to the specific tax consequences of the Mergers, including the effects of U.S. federal, state or local, non-U.S. and other tax laws.

Q.     Who should I contact if I have any questions about the consent solicitation?

A.     If you have any questions about the Mergers or how to execute your written consent electronically or if you need additional copies of this proxy statement/prospectus/consent solicitation statement or a replacement written consent, you should contact Morrow Sodali LLC at (800) 662-5200 or Leafly.info@investor.morrowsodali.com.