Leafly Holdings, Inc. /DE (Form: 8-K, Received: 05/04/2022 08:58:01)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

FORM 8-K

_____________________________


CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): May 3, 2022

_____________________________

Leafly Holdings, Inc.

(Exact name of registrant as specified in its charter)

_____________________________


Delaware	001-39119	84-2266022
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
111 South Jackson Street, Suite 531 Seattle, Washington		98104
(Address of principal executive offices)		(Zip Code)

(206) 455-9504

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 Par Value

LFLY

The Nasdaq Stock Market LLC

Warrants, exercisable for shares of common stock

at an exercise price of $11.50 per share

LFLYW

The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§240.12b–2 of this chapter).

Emerging growth company

☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On May 3, 2022, Leafly Holdings Inc. (“Leafly” or the “Company”) entered into amendments to the previously disclosed Forward Purchase Agreements (the “Amended Agreements”). The Amended Agreements modified the price at which the applicable holder has the right, but not the obligation, to have Leafly repurchase certain shares held by the applicable holder as of the closing of Leafly’s recent business combination and not later sold into the market to a price of $10.16 per share (with respect to 0.7 million of the shares subject to the Amended Agreements) and $10.31 per share (with respect to 2.4 million of the shares subject to Amended Agreements). The Amended Agreements also modified the date by which such holders may elect to have Leafly repurchase their shares to August 1, 2022. Since the date of the closing of Leafly’s recent business combination, approximately $7.3 million has been released, or is available to be released, from escrow accounts relating to the shares subject to the Amended Agreements. In connection with the Amended Agreements, certain amendments were also made to the escrow agreements in respect of such escrow accounts.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number			Description
10.22			Amendment to Forward Share Purchase Agreement, dated May 3, 2022 by and among the Company and Tenor Opportunity Master Fund
10.23			Amendment to Forward Share Purchase Agreement, dated May 3, 2022 by and among the Company, Meteora Special Opportunity Fund I, LP, and Meteora Capital Partners, LP
10.24			Amendment to Forward Share Purchase Agreement, dated May 3, 2022 by and among the Company and Linden Advisors LP
10.25			Amendment to Forward Share Purchase Agreement, dated May 3, 2022 by and among the Company and Castle Creek Arbitrage, LLC
104			Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 4, 2022

LEAFLY HOLDINGS, INC.

By: /s/ Suresh Krishnaswamy

Suresh Krishnaswamy

Chief Financial Officer

Exhibit 10.22

Execution Version

AMENDMENT TO
FORWARD PURCHASE SHARE AGREEMENT

THIS AMENDMENT, dated as of May 3, 2022 (this “Amendment”), to that certain forward share purchase agreement (the “Forward Share Purchase Agreement”), dated as of December 22, 2021, by and among Merida Merger Corp. I, a Delaware corporation, renamed Leafly Holdings Inc. (the “Company”), and Tenor Opportunity Master Fund, Ltd. (the “Investor”). Capitalized terms used but not otherwise defined in this Amendment shall have the meaning ascribed thereto in the Forward Share Purchase Agreement.

WHEREAS, the Business Combination has been consummated and the Business Combination Closing Date has occurred;

WHEREAS, as of the date of this Amendment, the number of Shares subject to the Forward Share Purchase Agreement is 1,200,000 Shares;

WHEREAS, the Company and the Investor desire to amend the Forward Share Purchase Agreement to extend the term of the Forward Share Purchase Agreement and to make the other changes set forth in this Amendment.

NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein and in the Forward Share Purchase Agreement, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Article I

1.1Amendments to the Forward Share Purchase Agreement.

(a)Section 1(a) of the Forward Share Purchase Agreement is hereby amended and restated in its entirety to read as follows:

(a) Forward Share Purchase. Subject to the conditions set forth in Section 4, on August 1, 2022 (the “Put Date”), the Investor may elect to sell and transfer to the Company, and the Company shall purchase from the Investor, the number of Shares that are then held by the Investor, but not to exceed 1,200,000 Shares in the aggregate unless otherwise agreed in writing by all Parties, at a price per Share equal to $10.31 per Share (the “Shares Purchase Price”). Each Investor shall, notify the Company and the Escrow Agent (as defined below) in writing five (5) Business Days (as defined below) or more prior to the Put Date whether or not the Investor is exercising such Investor’s right to sell any of the Shares held by such Investor to the Company pursuant to this Agreement (each, a “Shares Sale Notice”). Any Investor that fails to timely deliver a Shares Sales Notice in accordance with the immediately preceding sentence shall be deemed to have forfeited its right to sell any Shares to the Company pursuant to this Agreement.

(b)Section 1(b) of the Forward Share Purchase Agreement is hereby amended and restated in its entirety to read as follows:

way of DWAC, the Shares subject to the applicable Shares Sale Notice free and clear of all liens and encumbrances to the Escrow Agent and, in exchange therefor, the Escrow Agent shall deliver to each such selling Investor(s) an amount equal to (i) the Shares Purchase Price multiplied by (ii) the number of Shares being sold by such selling Investor (with respect to any particular selling Investor, the “Investor Shares Purchase Price”), which shall be paid by wire transfer of immediately available funds from the Escrow Account. The Escrow Agent shall, (i) without delay, release from the Escrow Account to the Investor on the Shares Closing Date, for the Investor’s use without restriction, an amount equal to the Investor Shares Purchase Price, and (ii) promptly deliver such sold Shares to the Company.

(c)Section 1 of the Forward Share Purchase Agreement is hereby amended to add Section 1(c), which shall read as follows:

(c) Partial Distribution Option. Notwithstanding anything to the contrary in this Agreement, the Investor may, at its option, concurrently with the delivery of a Share Sales Notice or Put Notice, provide written notice to the Company and Escrow Agent (a “Partial Distribution Notice”) to instruct the Escrow Agent to (i) release $10.01 per Share to the Investor rather than the full Shares Purchase Price and (ii) retain the remaining $0.30 per Share in escrow (the “Remaining Amount”). In the event a Partial Distribution Notice is provided by the Investor, on or prior to August 1, 2023, the Investor may instruct the Escrow Agent by written notice to disburse the Remaining Amount to the Investor. If the Investor does not provide written notice to the Escrow Agent by 5:00 p.m. Eastern Time on August 1, 2023 to cause the release of such amount to the Investor, the Escrow Agent shall disburse the Remaining Amount to the Company and the Investor shall forfeit its right to receive such Remaining Amount.

(d)Section 2(f) of the Forward Share Purchase Agreement is hereby amended and restated in its entirety to read as follows:

(f) Shareholdings. As of the date of May 3, 2022, the Investor holds 1,200,000 Shares.

(e)Section 4(b) of the Forward Share Purchase Agreement is hereby amended and restated in its entirety to read as follows:

[Intentionally deleted]

(f)Section 4(c) of the Forward Share Purchase Agreement is hereby amended by amending and restating the second sentence of Section 4(c) as follows:

The Investor shall give written notice to the Company and the Escrow Agent of any open market sale pursuant to this Section 4(c) or any other disposition of the Shares, including pursuant to the delivery of Shares in connection with the exercise of any derivative transactions entered into by the Investor (which shall be treated as a sale for purposes of Section 3.1 of the Escrow Agreement), within three (3) Business Days following the date of such sale or other transfer (each, an “Open Market Sale Notice”), and each Open Market Sale Notice shall include the date of the sale or other transfer, the number of Shares sold or transferred, and confirmation that the sale price per Share was greater than $10.01 per share prior to the payment of any commissions due by the Investor for the sale.

(g)Section 5 of the Forward Share Purchase Agreement is hereby amended and restated in its entirety as follows:

5. Closing Conditions. The obligation of the Company to purchase the Shares at the Shares Closing under this Agreement shall be subject in all respects to the consummation of the Business Combination, such Shares being free and clear of all liens and other encumbrances as of the Shares Closing and such Shares being continuously held by the Investor from the closing of the Business Combination through the Put Date.

1.2Agreement in Effect. Except as expressly amended by this Amendment, the Forward Share Purchase Agreement shall remain in full force and effect in accordance with its terms. This Amendment does not constitute, directly or by implication, an amendment or waiver of any provision of the Forward Share Purchase Agreement, or any other right, remedy, power or privilege of any party thereto, except as expressly set forth herein.

1.3Effectiveness. This Amendment shall be valid and enforceable as of the date of this Amendment, and shall form a part of the Forward Share Purchase Agreement for all purposes hereafter, and may not be revoked by any party hereto.

1.4Governing Law; Jurisdiction. This Agreement, the entire relationship of the Parties, and any litigation among the Parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of Delaware, without giving effect to its choice of laws or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Any dispute arising from or relating to the relative rights of the parties hereto and all other questions concerning the construction, validity and interpretation of this Agreement, shall be brought exclusively in the Court of Chancery or, to the extent the Court of Chancery does not have subject matter jurisdiction, the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals in such courts or, to the extent neither the Court of Chancery nor the Delaware Federal Court has subject matter jurisdiction, the Superior Court of the State of Delaware, and, solely with respect to any such action (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action in the Chosen Courts, and (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto.

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed as of the date first written above.

COMPANY:

LEAFLY HOLDINGS INC., a Delaware corporation

By:     /s/ Suresh Krishnaswamy
    Name: Suresh Krishnaswamy
    Title: Chief Financial Officer

[Signature Page to Amendment to Forward Share Purchase Agreement]

INVESTOR:

TENOR OPPORTUNITY MASTER FUND, LTD.

By:     /s/ Daniel Kochav
    Name: Daniel Kochav
    Title: Director

[Signature Page to Amendment to Forward Share Purchase Agreement]

Exhibit 10.23

AMENDMENT TO
FORWARD PURCHASE SHARE AGREEMENT

THIS AMENDMENT, dated as of May 3, 2022 (this “Amendment”), to that certain forward share purchase agreement (the “Forward Share Purchase Agreement”), dated as of December 22, 2021, by and among (i) Merida Merger Corp. I, a Delaware corporation, renamed Leafly Holdings Inc. (the “Company”), (ii) Meteora Special Opportunity Fund I, LP, a Delaware limited partnership (“MSOF”), and (iii) Meteora Capital Partners, LP, a Delaware limited partnership (“MCP”) (with each of MCP and MSOF individually as an “Investor” and collectively, the “Investors”). Capitalized terms used but not otherwise defined in this Amendment shall have the meaning ascribed thereto in the Forward Share Purchase Agreement.

WHEREAS, the Business Combination has been consummated and the Business Combination Closing Date has occurred;

WHEREAS, as of the date of this Amendment, the number of Shares subject to the Forward Share Purchase Agreement is 686,161 Shares;

WHEREAS, the Company and the Investors desire to amend the Forward Share Purchase Agreement to extend the term of the Forward Share Purchase Agreement and to make the other changes set forth in this Amendment.

NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein and in the Forward Share Purchase Agreement, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows:

Article I

1.1Amendments to the Forward Share Purchase Agreement.

(a)Section 1(a) of the Forward Share Purchase Agreement is hereby amended and restated in its entirety to read as follows:

(a) Forward Share Purchase. Subject to the conditions set forth in Section 4, on August 1, 2022 (the “Put Date”), the Investors may elect to sell and transfer to the Company, and the Company shall purchase from the Investors, all or any portion of the number of Shares that are then held by the Investors, but not to exceed 686,161 Shares in the aggregate unless otherwise agreed in writing by all Parties, at a price per Share equal to $10.16 per Share (the “Shares Purchase Price”). Each Principal Investor shall, notify the Company and the Escrow Agent (as defined below) in writing five (5) Business Days (as defined below) or more prior to the Put Date whether or not such Investor is exercising such Investor’s right to sell any of the Shares held by such Investor to the Company pursuant to this Agreement (each, a “Shares Sale Notice”), and the Escrow Agent and the Company shall each promptly provide written confirmation of the receipt of such Shares Sale Notice. Any Investor that fails to timely deliver a Shares Sales Notice in accordance with the immediately preceding sentence shall be deemed to have forfeited its right to sell any Shares to the Company pursuant to this Agreement.

(b)Section 1(b) of the Forward Share Purchase Agreement is hereby amended and restated in its entirety to read as follows:

(b) Shares Closing. If a Shares Sale Notice is timely delivered by any Investor to the Company and the Escrow Agent, the closing of the sale of the Shares contemplated in each such timely delivered Share Sales Notice (the “Shares Closing”) shall occur on the Put Date (the “Shares Closing Date”). On the Shares Closing Date, each selling Investor shall deliver, or make available for delivery by way of DWAC, the Shares subject to the applicable Shares Sale Notice free and clear of all liens and encumbrances to the Escrow Agent and, in exchange therefor, the Escrow Agent shall deliver to each such selling Investor(s) an amount equal to (i) the Shares Purchase Price multiplied by (ii) the number of Shares being sold by such selling Investor (with respect to any particular selling Investor, the “Investor Shares Purchase Price”), which shall be paid by wire transfer of immediately available funds from the Escrow Account. The Escrow Agent shall promptly deliver such sold Shares to the Company.

(c)Section 2(f) of the Forward Share Purchase Agreement is hereby amended and restated in its entirety to read as follows:

(f) Shareholdings. As of the date of May 2, 2022 (the “Effective Date”), the Investors collectively hold 686,161 Shares, with the per Investor holding of Shares set forth on Appendix A hereto.

(d)Section 4(a) of the Forward Share Purchase Agreement is hereby amended and restated in its entirety to read as follows:

(a) No Redemptions; No Tenders. The Parties acknowledge that each Principal Investor further agreed not to, and did not, (i) request redemption of any of the Shares in conjunction with the Company’s stockholders’ approval of the Business Combination, or (ii) tender the Shares to the Company in response to any redemption or tender offer that the Company may commence for its shares of common stock. For the avoidance of doubt, this does not prevent the Principal Investors from selling and transferring Shares on the Shares Closing Date.

(e)Section 4(b) of the Forward Share Purchase Agreement is hereby amended and restated in its entirety to read as follows:

[Intentionally deleted]

(f)Section 4(c) of the Forward Share Purchase Agreement is hereby amended and restated in its entirety to read as follows:

(c) Open Market Sales. The Parties acknowledge and agree that prior to the Effective Date, the Investors have in the aggregate previously sold in the open market 599,439 Shares (the “Previously Sold Shares”). The Parties agree that the Investors shall have the right, but not the obligation, to sell any or all of the Shares in the open market if the sale price exceeds $10.01 per Share prior to payment of any commissions due by the Investors for such sale. Each Investor shall give written notice to the Company and the Escrow Agent of any open market sale or any other disposition of the Shares, including pursuant to the delivery of Shares in connection with the exercise of any derivative transactions entered into by such Investor (which shall be treated as a sale for purposes of Section 3.1 of the Escrow Agreement), made after the Effective Date, within three (3) Business Days following the date of such sale or other transfer (each, an “Open Market Sale Notice”), and each Open Market Sale Notice shall include the date of the sale or other transfer and the number of Shares sold or transferred.

(g)Section 4(d) of the Forward Share Purchase Agreement is hereby amended and restated in its entirety to read as follows:

(d) Escrow.

(i) The Parties acknowledge that upon the closing of the Business Combination, the Company deposited, for good and valuable consideration, the receipt, sufficiency and adequacy of which the Company has previously acknowledged, into a non-interest bearing escrow account (the “Escrow Account”) with Continental Stock Transfer & Trust Company (the “Escrow Agent”), subject to the terms of a written escrow agreement (the “Escrow Agreement”) substantially in the form attached as Exhibit A to the Agreement, the sum of $14,014,000 (the “Escrowed Funds”). The Escrow Agreement shall irrevocably cause the Escrow Agent to release from the Escrow Account the aggregate Shares Purchase Price in accordance with Section 1. The payments to be made by the Escrow Agent to the Investors in accordance with Section 1 will be made solely with the Escrowed Funds.

(ii) The Escrowed Funds held in the Escrow Account shall be equal to (x) $10.16 multiplied by (y) 686,161 Shares, and to the extent that as of the Effective Date, the amount of the Escrowed Funds exceeds such amount, then within three (3) Business Days of the Effective Date, the Escrow Agent shall release to the Company for the Company’s use without restriction such excess amount. Furthermore, upon receipt by the Escrow Agent and the Company subsequent to the Effective Date of an Open Market Sale Notice as provided in Section 4(c), the Escrow Agent may release to the Company for the Company’s use without restriction an aggregate amount equal to (a) the number of Shares sold or transferred as provided for in such Open Market Sale Notice multiplied by (b) $10.16.

(iii) In the event that any Investor elects not to sell to the Company any Shares held by such Investor by either (A) a Principal Investor delivering a written notice to the Company on behalf of itself stating such Investor’s intention not to sell any Shares to the Company, or (B) such Investor failing to timely deliver a Shares Sale Notice to the Company pursuant to Section 1(a) for all of its Shares, the Company may promptly issue instructions to the Escrow Agent to release from the Escrow Account to the Company for the Company’s use without restriction an amount equal to (x) $10.16 multiplied by (y) the number of Shares held by such Investor.

(h)Section 5 of the Forward Share Purchase Agreement is hereby amended restated in its entirety as follows:

5. Closing Conditions. The obligation of the Company to purchase the Shares at the Shares Closing under this Agreement shall be subject in all respects to the consummation of the Business Combination, such Shares being free and clear of all liens and other encumbrances as of the Shares Closing and such Shares being continuously held by the Investors from the closing of the Business Combination through the Put Date.

1.2Agreement in Effect. Except as expressly amended by this Amendment, the Forward Share Purchase Agreement shall remain in full force and effect in accordance with its

terms. This Amendment does not constitute, directly or by implication, an amendment or waiver of any provision of the Forward Share Purchase Agreement, or any other right, remedy, power or privilege of any party thereto, except as expressly set forth herein.

1.4Disclosure. The Company shall publicly disclose the entry by the Parties into this Amendment either by the issuance of a press release or the filing with the Commission a Current Report on Form 8-K, in each case, by 9:00 a.m., Eastern Time on the first Business Day immediately following the date that the Parties enter into this Amendment.

1.5Governing Law; Jurisdiction. This Amendment, the entire relationship of the Parties, and any litigation among the Parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of Delaware, without giving effect to its choice of laws or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Any dispute arising from or relating to the relative rights of the Parties hereto and all other questions concerning the construction, validity and interpretation of this Agreement, shall be brought exclusively in the Court of Chancery or, to the extent the Court of Chancery does not have subject matter jurisdiction, the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals in such courts or, to the extent neither the Court of Chancery nor the Delaware Federal Court has subject matter jurisdiction, the Superior Court of the State of Delaware, and, solely with respect to any such action (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action in the Chosen Courts, and (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto.

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed as of the date first written above.

COMPANY:

LEAFLY HOLDINGS INC., a Delaware corporation

By:    /s/ Suresh Krishnaswamy
    Name: Suresh Krishnaswamy
    Title: Chief Financial Officer

[Signature Page to Amendment to Forward Share Purchase Agreement]

MSOF:

Meteora Special Opportunity Fund I, LP

By:     /s/ Vik Mittal
    Name: Vik Mittal
    Title: Managing Member

MCP:

Meteora Capital Partners, LP

By:     /s/ Vik Mittal
    Name: Vik Mittal
    Title: Managing Member

Appendix A


Investor			Number of Shares
Meteora Special Opportunity Fund I, LP			154,578
Meteora Capital Partners, LP			531,583

Exhibit 10.24

Execution Version

AMENDMENT TO
FORWARD PURCHASE SHARE AGREEMENT

THIS AMENDMENT, dated as of May 3, 2022 (this “Amendment”), to that certain forward share purchase agreement (the “Forward Share Purchase Agreement”), dated as of January 10, 2022, by and among Merida Merger Corp. I, a Delaware corporation, renamed Leafly Holdings Inc. (the “Company”), and Linden Advisors LP on behalf of the accounts listed in Appendix A of the Forward Share Purchase Agreement (each an “Investor” and together the “Investors”). Capitalized terms used but not otherwise defined in this Amendment shall have the meaning ascribed thereto in the Forward Share Purchase Agreement.

WHEREAS, the Business Combination has been consummated and the Business Combination Closing Date has occurred;

WHEREAS, as of the date of this Amendment, the number of Shares subject to the Forward Share Purchase Agreement is 738,688 Shares;

Article I

1.1Amendments to the Forward Share Purchase Agreement.

(a)Section 1(a) of the Forward Share Purchase Agreement is hereby amended and restated in its entirety to read as follows:

(a) Forward Share Purchase. Subject to the conditions set forth in Section 5, on August 1, 2022 (the “Put Date”), the Investors may elect to sell and transfer to the Company, and the Company shall purchase from the Investors, the number of Shares that are then held by the Investors, but not to exceed 738,688 Shares in the aggregate unless otherwise agreed in writing by all Parties, at a price per Share equal to $10.31 per Share (the “Shares Purchase Price”). Each Investor shall, notify the Company in writing five (5) Business Days (as defined below) or more prior to the Put Date whether or not such Investor is exercising such Investor’s right to sell any of the Shares held by such Investor to the Company pursuant to this Agreement (each, a “Shares Sale Notice”). Any Investor that fails to timely deliver a Shares Sales Notice in accordance with the immediately preceding sentence shall be deemed to have forfeited its right to sell any Shares to the Company pursuant to this Agreement.

(b)Section 1(b) of the Forward Share Purchase Agreement is hereby amended and restated in its entirety to read as follows:

(b) Shares Closing. If a Shares Sale Notice is timely delivered by any Investor to the Company, the closing of the sale of the Shares contemplated in each such timely delivered Share Sales Notice (the “Shares Closing”) shall occur on the Put Date (the “Shares Closing Date”). On the Shares Closing Date, each selling

Investor shall deliver, or make available for delivery by way of DWAC, the Shares subject to the applicable Shares Sale Notice free and clear of all liens and encumbrances to the Escrow Agent (as defined below) and, in exchange therefor, the Escrow Agent shall deliver to each such selling Investor(s) an amount equal to (i) the Shares Purchase Price multiplied by (ii) the number of Shares being sold by such selling Investor (with respect to any particular selling Investor, the “Investor Shares Purchase Price”), which shall be paid by wire transfer of immediately available funds from the Escrow Account. The Escrow Agent shall promptly deliver such sold Shares to the Company.

(c)Section 2(a) of the Forward Share Purchase Agreement is hereby amended and restated in its entirety to read as follows:

(a) No Short Sales. Each Investor agrees not to engage in any transactions involving any Short Sales involving any securities of Merida or the Company until the earlier of (i) the day after the Put Date and (ii) the date as of which the Investors have sold all of their Shares. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities and Exchange Act of 1934 (as amended, the “Exchange Act”).

(d)Section 2(f) of the Forward Share Purchase Agreement is hereby amended and restated in its entirety to read as follows:

(f) Shareholdings. As of the date of May 3, 2022, the Investors collectively hold 738,688 Shares, with the per Investor holding of Shares set forth on Appendix A hereto.

(e)Section 4(b) of the Forward Share Purchase Agreement is hereby amended and restated in its entirety to read as follows:

[Intentionally deleted]

(f)Section 4(c) of the Forward Share Purchase Agreement is hereby amended by amending and restating the second sentence of Section 4(c) as follows:

Each Investor shall give written notice to the Company of any open market sale pursuant to this Section 4(c) or any other disposition of the Shares, including pursuant to the delivery of Shares in connection with the exercise of any derivative transactions entered into by such Investor (which shall be treated as a sale for purposes of Section 3.1 of the Escrow Agreement), within five (5) Business Days following the last day of the calendar week during which such sale or other transfer was completed (each, an “Open Market Sale Notice”), and each Open Market Sale Notice shall include the date of the sale or other transfer, the number of Shares sold or transferred, and confirmation that the sale price per Share was greater than $10.01 per share prior to the payment of any commissions due by the Investor for the sale.

(g)Section 4(d)(i) (“Escrow”) of the Forward Share Purchase Agreement is hereby amended to add the following sentence at the end: “Simultaneously with the execution of this Amendment, the Company shall ensure that the Escrow Account contains, for the benefit of the Investors, an amount at minimum equal to $10.31 multiplied by the number of Shares.”

(h)Section 5 of the Forward Share Purchase Agreement is hereby amended restated in its entirety as follows:

5. Closing Conditions. The obligation of the Company to purchase the Shares at the Shares Closing under this Agreement shall be subject in all respects to the consummation of the Business Combination, such Shares being free and clear of all liens and other encumbrances as of the Shares Closing and such Shares being continuously held by the Investors from the closing of the Business Combination through the Put Date.

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed as of the date first written above.

COMPANY:

LEAFLY HOLDINGS INC., a Delaware corporation

By:     /s/ Suresh Krishnaswamy
    Name: Suresh Krishnaswamy
    Title: Chief Financial Officer

[Signature Page to Amendment to Forward Share Purchase Agreement]

INVESTOR:

LINDEN ADVISORS LP on behalf of the Accounts listed on Appendix A of the Forward Share Purchase Agreement

By:     /s/ Saul Ahn
    Name: Saul Ahn
    Title: General Counsel / Authorized Signatory

[Signature Page to Amendment to Forward Share Purchase Agreement]

Appendix A


Investor			Number of Shares
Linden Capital L.P.			694,908
Crown Managed Accounts SPC acting for and on behalf of Crown/Linden Segregated Portfolio			16,000
PCH Manager Fund, SPC. Solely on behalf of and for the account of Segregated Portfolio 214			27,780

Exhibit 10.25

Execution Version

AMENDMENT TO
FORWARD PURCHASE SHARE AGREEMENT

THIS AMENDMENT, dated as of May 3, 2022 (this “Amendment”), to that certain forward share purchase agreement (the “Forward Share Purchase Agreement”), dated as of December 22, 2021, by and among Merida Merger Corp. I, a Delaware corporation, renamed Leafly Holdings Inc. (the “Company”), and Castle Creek Arbitrage, LLC on behalf of the accounts listed in Appendix A of the Forward Share Purchase Agreement (each an “Investor” and together the “Investors”). Capitalized terms used but not otherwise defined in this Amendment shall have the meaning ascribed thereto in the Forward Share Purchase Agreement.

WHEREAS, the Business Combination has been consummated and the Business Combination Closing Date has occurred;

Article I

1.1Amendments to the Forward Share Purchase Agreement.

(a)Section 1(a) of the Forward Share Purchase Agreement is hereby amended and restated in its entirety to read as follows:

(a) Forward Share Purchase. Subject to the conditions set forth in Section 4, on August 1, 2022 (the “Put Date”), each Investor may elect to sell and transfer to the Company, and the Company shall purchase from each such Investor, all or any portion of the number of Shares that are then held by each Investor, but not to exceed the amount of Shares with respect to each Investor set forth on Appendix A unless otherwise agreed in writing by all Parties, at a price per Share equal to $10.31 per Share (the “Shares Purchase Price”). Each Investor shall, notify the Company and the Escrow Agent (as defined below) in writing not later than 5:00 p.m. Eastern Time on July 25, 2022 whether or not such Investor is exercising such Investor’s right to sell any of the Shares held by such Investor to the Company pursuant to this Agreement (each, a “Shares Sale Notice”), and the Escrow Agent and the Company shall each promptly provide written confirmation of the receipt of such Shares Sale Notice. Any Investor that fails to timely deliver a Shares Sales Notice in accordance with the immediately preceding sentence shall be deemed to have forfeited its right to sell any Shares to the Company pursuant to this Agreement.

(b)Section 1(b) of the Forward Share Purchase Agreement is hereby amended and restated in its entirety to read as follows:

Closing Date, each selling Investor shall deliver, or make available for delivery by way of DWAC, the Shares subject to the applicable Shares Sale Notice free and clear of all liens and encumbrances to the Escrow Agent and, in exchange therefor, the Escrow Agent shall deliver to each such selling Investor(s) an amount equal to (i) the Shares Purchase Price multiplied by (ii) the number of Shares being sold by such selling Investor (with respect to any particular selling Investor, the “Investor Shares Purchase Price”), which shall be paid by wire transfer of immediately available funds from the Escrow Account. The Escrow Agent shall promptly deliver such sold Shares to the Company.

(c)Section 2(a) of the Forward Share Purchase Agreement is hereby amended and restated in its entirety to read as follows:

(d) No Short Sales. Until the Put Date, each Investor agrees not to engage in any transactions involving any Short Sales involving any securities of Merida or the Company. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities and Exchange Act of 1934 (as amended, the “Exchange Act”).

(d)Section 2(f) of the Forward Share Purchase Agreement is hereby amended and restated in its entirety to read as follows:

(f) Shareholdings. As of the date of May 2, 2022, the Investors collectively hold 465,289 Shares, with the per Investor holding of Shares set forth on Appendix A hereto.

(e)Section 4(b) of the Forward Share Purchase Agreement is hereby amended and restated in its entirety to read as follows:

[Intentionally deleted]

(f)Section 4(c) of the Forward Share Purchase Agreement is hereby amended by amending and restating the second sentence (only) of Section 4(c) as follows:

Each Investor shall give written notice to the Company and the Escrow Agent of any open market sale of Shares pursuant to this Section 4(c) or any other disposition of the Shares, including pursuant to the delivery of Shares in connection with the exercise of any derivative transactions entered into by such Investor (which shall be treated as a sale for purposes of Section 3.1 of the Escrow Agreement), within three (3) Business Days following the date of such sale or other transfer (each, an “Open Market Sale Notice”), and each Open Market Sale Notice shall include the date of the sale or other transfer, the number of Shares sold or transferred, and confirmation that the sale price per Share was greater than $10.01 per Share prior to the payment of any commissions due by the Investor for the sale.

(g)Section 5 of the Forward Share Purchase Agreement is hereby amended restated in its entirety as follows:

5. Closing Conditions. The obligation of the Company to purchase the Shares at the Shares Closing from an Investor under this Agreement shall be subject in all respects to such Shares being free and clear of all liens and other encumbrances as of the Shares Closing and such Shares being continuously held by such Investor from the closing of the Business Combination through the Put Date.

1.2Additional Deposit to Escrow Account. Concurrently with the execution of this Amendment, the Company shall ensure there is $4,797,129.59 in the Escrow Account (the “New Escrow Amount”) and such New Escrow Amount will be deemed to be the Escrowed Funds for the exclusive benefit of the Investors. The New Escrowed Amount will be sufficient to pay the aggregate Shares Purchase Price (as amended by this Amendment) in respect of all Shares held by the Investors in the event the Investors elect to sell all their Shares on the Put Date.

1.3Disclosure. The Company has not disclosed to any Investor any material non-public information with respect to the Company or its securities other than any such information that shall be publicly disclosed by the Company either by the issuance of a press release or the filing with the Commission a Current Report on Form 8-K, in each case, by 9:00 a.m., Eastern Time on the first Business Day immediately following the date that the Parties enter into this Amendment. Thereafter, the Company shall not provide Investor with any information which could restrict the Investor in trading of the securities of the Company without the prior written consent of the Investor.

1.4Indemnification. For the avoidance of doubt, the Parties agree that “Indemnitor” as used and defined in Section 4(g) of the Agreement includes the Company from and after the Business Combination date.

1.5Agreement in Effect. Except as expressly amended by this Amendment, the Forward Share Purchase Agreement shall remain in full force and effect in accordance with its terms. This Amendment does not constitute, directly or by implication, an amendment or waiver of any provision of the Forward Share Purchase Agreement, or any other right, remedy, power or privilege of any party thereto, except as expressly set forth herein.

1.6Effectiveness. This Amendment shall be valid and enforceable as of the date of this Amendment, and shall form a part of the Forward Share Purchase Agreement for all purposes hereafter, and may not be revoked by any party hereto.

1.7Governing Law; Jurisdiction. This Agreement, the entire relationship of the Parties, and any litigation among the Parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of Delaware, without giving effect to its choice of laws or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Any dispute arising from or relating to the relative rights of the parties hereto and all other questions concerning the construction, validity and interpretation of this Agreement, shall be brought exclusively in the Court of Chancery or, to the extent the Court of Chancery does not have subject matter jurisdiction, the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals in such courts or, to the extent neither the Court of Chancery nor the Delaware Federal Court has subject matter jurisdiction, the Superior Court of the State of Delaware, and, solely with respect to any such action (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action in the Chosen Courts, and (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto.

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed as of the date first written above.

COMPANY:

LEAFLY HOLDINGS INC., a Delaware corporation

By:    /s/ Suresh Krishnaswamy
    Name: Suresh Krishnaswamy
    Title: Chief Financial Officer

[Signature Page to Amendment to Forward Share Purchase Agreement]

INVESTOR:

CASTLE CREEK ARBITRAGE, LLC on behalf of the Accounts listed on Appendix A of the Forward Share Purchase Agreement

By:     /s/ Allan Weine
    Name: Allan Weine
    Title: CIO

[Signature Page to Amendment to Forward Share Purchase Agreement]

Appendix A


Investor			Number of Shares
CC Arbitrage, Ltd.			111,437
CC Arb West LLC			353,852