Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On October 28, 2022, Leafly Holdings, Inc. (the "Company") received a letter
from the staff (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") providing
notification that the Company no longer complies with the $50 million in market
value of listed securities standard for continued listing on the Nasdaq Global
Market under Nasdaq's Listing Rule 5450(b)(2)(A) and that the Company also does
not comply with either of the two alternative standards of Listing Rule 5450(b),
the equity standard and the total assets and total revenue standard. The notice
has no immediate effect on the listing of the Company's common stock or
warrants, and its common stock and warrants will continue to trade on The Nasdaq
Global Market under the symbol "LFLY" and "LFLYW," respectively.
The notification of noncompliance has no immediate effect on the listing or
trading of the Company's common stock on the Nasdaq Global Market. In accordance
with Nasdaq Listing Rules, the Company has 180 calendar days following the date
of the notification, or no later than April 26, 2023, in which to regain
compliance. To regain compliance, the total market value of the Company's listed
securities, calculated as the Company's total shares outstanding multiplied by
the daily closing bid price, must be $50 million or more for a minimum of 10
consecutive business days at any time before April 26, 2023. The Company's
failure to regain compliance during this period could result in delisting.
If the Company is not able to achieve compliance with an applicable listing
standard under Listing Rule 5450(b) prior to the end of the grace period, the
Company may be eligible to transfer the listing for its common stock to the
Nasdaq Capital Market. To qualify, the Company would be required to meet the
continued listing requirements for the Nasdaq Capital Market.
On November 2, 2022, the Company received a letter from the Staff providing
notification that, for the previous 30 consecutive business days, the bid price
for the Company's common stock had closed below the $1.00 per share minimum bid
price requirement for continued listing under Nasdaq Listing Rule 5450(a)(1).
The notice has no immediate effect on the listing of the Company's common stock
or warrants, and its common stock and warrants will continue to trade on The
Nasdaq Global Market under the symbol "LFLY" and "LFLYW," respectively.
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been
provided an initial period of 180 calendar days, or until May 1, 2023, to regain
compliance with the minimum bid price requirement. To regain compliance, the
closing bid price of the Company's common stock must be $1.00 per share or more
for a minimum of 10 consecutive business days at any time before May 1, 2023,
unless the Staff exercises its discretion to extend this 10-day period pursuant
to Nasdaq Listing Rule 5810(c)(3)(H).
If the Company does not regain compliance with the minimum bid price requirement
by May 1, 2023, the Company may be eligible for an additional 180 calendar day
compliance period. To qualify, the Company would need to transfer the listing of
its common stock to the Nasdaq Capital Market, provided that it meets the
continued listing requirement for market value of publicly held shares and all
other initial listing standards for the Nasdaq Capital Market, with the
exception of the minimum bid price requirement, and would need to provide
written notice of its intention to cure the deficiency during the second
compliance period, by effecting a reverse stock split, if necessary. However, if
it appears to the Staff that the Company will not be able to cure the
deficiency, or if the Company is otherwise not eligible, Nasdaq would notify the
Company that its securities would be subject to delisting. In the event of such
a notification, the Company may appeal the Staff's determination to delist its
securities, but there can be no assurance the Staff would grant the Company's
request for continued listing.
The Company intends to actively monitor the bid price of its common stock and
its minimum market value of listed securities, and will consider options
available to it to regain compliance with the Nasdaq listing rules. There can be
no assurance that the Company will be able to regain compliance with the minimum
bid price requirement or will otherwise be in compliance with other Nasdaq
listing standards.
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LEAFLY HOLDINGS, INC. 
