Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The information relating to the Note included in Item 8.01 is incorporated by
reference in this item to the extent required herein.
Item 8.01 Other Events.
On June 25, 2021 and October 13, 2021, Merida Capital Partners III LP, Merida
Capital Partners III QP LP, Merida Capital Partners III AI LP, Merida Capital
Partners III SPV LLC, Merida Capital Partners III Offshore, Merida Capital
Partners III Intermediate Fund, LLC, Merida Capital Partners IV LP and Merida
Capital Partners IV QP LP (collectively, the "Lenders") loaned to Merida Merger
Corp. I (the "Company" or "Merida") an aggregate of $800,000 for working capital
purposes. The loans are evidenced by promissory notes (the "Notes") which are
non-interest bearing and payable upon the consummation by the Company of a
merger, share exchange, asset acquisition, or other similar business combination
with one or more businesses or entities (a "Business Combination"). If the
Company does not consummate a Business Combination, the Notes will not be repaid
and all amounts owed under the Notes will be forgiven except to the extent that
the Company has funds available to it outside of its trust account established
in connection with the initial public offering.
The foregoing summary of the Notes is qualified in its entirety by reference to
the text of the Notes, a form of which is filed as an exhibit hereto and
incorporated by reference herein.
Additional Information and Where to Find It
In connection with the previously announced proposed transactions (the
"Transactions") between Merida and Leafly Holdings, Inc. ("Leafly"), Merida has
filed with the SEC a Registration Statement on Form S-4 ("Registration
Statement"). Merida plans to mail the definitive proxy
statement/prospectus/consent solicitation statement included in the Registration
Statement to its stockholders in connection with the Transactions. INVESTORS AND
SECURITYHOLDERS OF MERIDA ARE URGED TO READ THE REGISTRATION STATEMENT AND THE
PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION STATEMENT (AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED OR TO BE
FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT LEAFLY, MERIDA, THE TRANSACTIONS AND RELATED
MATTERS. Investors and securityholders will be able to obtain free copies of the
Registration Statement (when available) and other documents filed with the SEC
by Merida through the website maintained by the SEC at www.sec.gov.
Participants in the Solicitation
Merida, Leafly, and certain of their respective directors, executive officers,
and employees may be considered to be participants in the solicitation of
proxies in connection with the Transactions. Information regarding the persons
who may, under the rules of the SEC, be deemed participants in the solicitation
of the stockholders of Merida in connection with the Transactions, including a
description of their respective direct and indirect interests, by security
holdings or otherwise, will be included in the Proxy Statement described above
when it is filed with the SEC. Additional information regarding Merida's
directors and executive officers can also be found in Merida's final prospectus
dated November 4, 2019 and filed with the SEC on November 5, 2019. These
documents are available free of charge as described above.
Cautionary Note Regarding Forward Looking Statements
This Current Report on Form 8-K and the exhibit filed herewith include
"forward-looking statements" (as defined in the Private Securities Litigation
Reform Act of 1995). Merida's and Leafly's actual results may differ from its
expectations, estimates and projections and consequently, you should not place
undue reliance on these forward-looking statements as predictions of future
events. These forward-looking statements generally are identified by the words
"aspire," "expect," "estimate," "project," "budget," "forecast," "anticipate,"
"intend," "plan," "may," "will," "will be," "will continue," "will likely
result," "could," "should," "believe(s)," "predicts," "potential," "continue,"
"future," "opportunity," "strategy," and similar expressions are intended to
identify such forward-looking statements.
These forward-looking statements are not guarantees of future performance,
conditions or results, and involve a number of known and unknown risks,
uncertainties, assumptions and other important factors, many of which are
outside Merida or Leafly management's control, that could cause actual results
to differ materially from the results discussed in the forward-looking
statements. Factors that may cause such differences include, but are not limited
to: (a) the risk that the benefits of the Transactions may not be realized; (b)
the risk that the Transactions may not be completed in a timely manner or at
all, which may adversely affect the price of Merida's securities; (c) the
failure to satisfy the conditions to the consummation of the Transactions,
including the failure of Merida's stockholders to approve and adopt the
Agreement and Plan of Merger executed in connection with the Transactions
("Merger Agreement") or the failure of Merida to satisfy the Minimum Cash
Condition (as defined in the Merger Agreement) following redemptions by its
stockholders; (d) the occurrence of any event, change or other circumstance that
could give rise to the termination of the Merger Agreement; (e) the outcome of
any legal proceedings that may be initiated following announcement of the
Transactions; (f) the combined company's continued listing on Nasdaq; (g) the
risk that the proposed transaction disrupts current plans and operations of
Leafly as a result of the announcement and consummation of the Transactions; (h)
costs related to the Transactions; changes in applicable laws or regulations;
(i) the possibility that the combined company may be adversely affected by other
economic, business, and/or competitive factors; (j) the impact of COVID-19 or
other adverse public health developments; and (k) other risks and uncertainties
that will be detailed in the Registration Statement on Form S-4 filed by Merida
("Registration Statement") and as indicated from time to time in Merida's
filings with the Securities and Exchange Commission ("SEC"). These filings
identify and address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained in the
Merida and Leafly caution that the foregoing list of factors is not exclusive.
Merida and Leafly caution readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date made. Neither Merida
nor Leafly undertake or accept any obligation or undertaking to release publicly
any updates or revisions to any forward-looking statements to reflect any change
in its expectations or any change in events, conditions or circumstances on
which any such statement is based.
This document is not a proxy statement or solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the transaction
and does not constitute an offer to sell, buy, or exchange or the solicitation
of an offer to sell, buy, or exchange any securities or the solicitation of any
vote or approval in any jurisdiction, nor shall there be any sale, purchase, or
exchange of securities or solicitation of any vote or approval in any
jurisdiction in contravention of applicable law.
Item 9.01 Financial Statements and Exhibits.
10.1 Form of Promissory note
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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