Merida Merger I : Amendment to Annual Report (Form 10-K/A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Amendment No. 3)

☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the year ended December 31, 2020

Commission File Number 001-39119

MERIDA MERGER CORP. I

(Exact name of registrant as specified in its charter)

Delaware		84-2266022
(State or Other Jurisdiction of Incorporation)		(I.R.S. Employer Identification No.)
641 Lexington Avenue, 18th Floor
New York, NY		10022
(Address of principal executive offices)		(zip code)

[phone]

(Issuer's Telephone Number, Including Area Code)

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

Title of Each Class		Trading Symbols		Name of Each Exchange on Which Registered
Common stock, par value $0.0001 per share		MCMJ		The Nasdaq Stock Market LLC
		MMK.U		Neo Exchange Inc.
Redeemable warrants, exercisable for shares		MCMJW		The Nasdaq Stock Market LLC
of common stock at an exercise price of $11.50 per share		MMK.WT.U		Neo Exchange Inc.

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of June 30, 2020, the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market value of the common stock held by non-affiliates of the registrant listed on Nasdaq was approximately $127,285,194, based on the closing sales price of the common stock on June 30, 2020 of $9.79, as reported on the Nasdaq Capital Market.

As of December 9, 2021, 14,982,073 shares of common stock, par value $0.0001 per share, were issued and outstanding.

EXPLANATORY NOTE

Merida Merger Corp. I (the "Company," "we", "our" or "us") is filing this Amendment No. 3 ("Amendment No. 3") to the Annual Report on Form 10-K/A (the "Amendment") to amend the Annual Report on Form 10-K for the year ended December 31, 2020, originally filed with the U.S. Securities and Exchange Commission (the "SEC") on March 31, 2021, amended on July 26, 2021 and on November 23, 2021 (as amended, the "Original 10-K"), to respond to certain comments received from the Staff of the Securities and Exchange Commission (the "Staff").

Items Amended In This Amendment

This Amendment No. 3 is being filed to amend the Original 10-K by supplementing certain disclosures in Part II, Item 9A "Controls and Procedures" and to file new certifications in Part IV, Item 15 "Exhibits, Financial Statement Schedules."

Other than as set forth above, this Amendment No. 3 does not reflect events occurring after the filing of the Original 10-K, and no other information in the Original 10-K is amended hereby. Other events or circumstances occurring after the date of the Original 10-K or other disclosures necessary to reflect subsequent events have not been updated subsequent to the date of the Original 10-K. Accordingly, this Amendment No. 3 should be read in conjunction with the Original 10-K and our filings with the SEC subsequent thereto.

MERIDA MERGER CORP. I

FORM 10-K/A

TABLE OF CONTENTS

PART II
	Item 9A.		Controls and Procedures	1
PART IV
	Item 15.		Exhibits, Financial Statement Schedules	2

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Item 9A. Controls and Procedures.

Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, is recorded, processed, summarized, and reported within the time period specified in the SEC's rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officers and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. In connection with this Amendment, our management re-evaluated, with the participation of our current chief executive officers and chief financial officer (our "Certifying Officers"), the effectiveness of our disclosure controls and procedures as of December 31, 2020, pursuant to Rule 13a-15(b) under the Exchange Act. Due to a material weakness in our internal control over financial reporting over the accounting for complex financial instruments, our controls were not effective.

Management's Annual Report on Internal Control over Financial Reporting

Our management conducted an evaluation of the effectiveness of the system of internal control over financial reporting based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded our system of internal control over financial reporting was not effective as of December 31, 2020 due to the material weakness described above.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.) In light of the material weakness which resulted in the restatement of our financial statements included in this Amendment and Amendment 1, we plan to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)	The following documents are filed as part of this Form 10-K:

(1)	Financial Statements:

Report of Independent Registered Public Accounting Firm	F-2
Financial Statements:
Balance Sheets (as restated)	F-3
Statements of Operations (as restated)	F-4
Statements of Changes in Stockholders' Equity (as restated)	F-5
Statements of Cash Flows (as restated)	F-6
Notes to Financial Statements (as restated)	F-7 to F-27

(2)	Financial Statement Schedules:

None.

(3)

Exhibits

We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov.

Exhibit No.		Description
3.1		Amended and Restated Certificate of Incorporation.*
3.2		Bylaws.**
4.1		Specimen Common Stock Certificate.**
4.2		Specimen Warrant Certificate.**
4.3		Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*
4.5+		Description of Registrant's Securities.
10.1		Form of Letter Agreement from each of the Registrant's initial shareholders, officers and directors.**
10.2		Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*
10.3		Registration Rights Agreement*
10.4		Business Combination and Marketing Agreement between EarlyBirdCapital, Inc. and the Registrant.*
10.5		Stock Escrow Agreement between Continental Stock Transfer & Trust Company and the Registrant.*
10.6		Administrative Services Agreement between Merida Manager III LLC and the Registrant.*
14		Code of Ethics.**
31.1		Certification of Principal Executive Officer and Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.1NS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definitions Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

*	Incorporated by reference to the Registrant's Current Report on Form 8-K filed on November 7, 2019

**	Incorporated by reference to the Registrant's Registration Statement on Form S-1 (SEC File Nos. 333-234134 and 333-234499).
+	Previously filed.

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SIGNATURES

Pursuant to the requirements of the Section 13 or 15 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 9th day of December 2021.

	MERIDA MERGER CORP. I
	By:	/s/ Peter Lee
		Peter Lee
		President and Chief Financial Officer

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name		Title		Date
/s/ Peter Lee		President and Chief Financial Officer and Director		December 9, 2021
Peter Lee		(Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)
/s/ Mitchell Baruchowitz				December 9, 2021
Mitchell Baruchowitz		Non-Executive Chairman of the Board
/s/ Jeffrey Monat				December 9, 2021
Jeffrey Monat		Director
/s/ Andres Nannetti				December 9, 2021
Andres Nannetti		Director

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