EX-FILING FEES 6 lfly-exfiling_fees.htm EX-FILING FEES EX-FILING FEES

 

Exhibit 107

Calculation of Filing Fee Tables

 

Form S-3

(Form Type)

 

Leafly Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered and Carry Forward Securities

 

 

Security
Type

Security
Class
Title

Fee
Calculation
or Carry
Forward Rule

Amount
Registered

Proposed
Maximum
Offering
Price Per
Unit

Maximum
Aggregate
Offering
Price

Fee
Rate

Amount of
Registration
Fee

Carry
Forward
Form
Type

Carry
Forward
File
Number

Carry
Forward
Initial
effective
date

Filing Fee
Previously
Paid In
Connection
with
Unsold
Securities
to be
Carried
Forward

Newly Registered Securities

Fees to Be
Paid

Equity

Primary

offering Common stock, par value $0.0001 per share

(1)

(2)

(2)

Equity

Primary

offering Preferred stock, par value $0.0001 per share

(1)

(2)

(2)

Debt

Primary

offering Debt securities

(1)

(2)

(2)

Other

Primary

offering Warrants

(1)

(2)

(2)

Other

Primary

offering Units

(1)

(2)

(2)

 


 

 

Unallocated

(Universal)

Shelf

457(o)

(1)

(2)

$75,000,000

$0.00011020

$8,265.00(3)

Equity

Secondary

offering

Common stock, par value $0.0001 per share

 

Other(4)

293,759(5)

$0.41(4)

$120,441.19

$0.00011020

$13.27

Fees
Previously
Paid

Carry Forward Securities

Carry
Forward
Securities

 

Total Offering Amounts

 

$75,120,441.19

$0.00011020

$8,278.27

 

 

 

 

 

Total Fees Previously Paid

 

 

 

 

 

 

Total Fee Offsets

 

 

 

 

 

 

Net Fee Due

 

$75,120,441.19

$8,278.27

 

 

 

 

 

 

(1)
There are being registered under this registration statement such indeterminate number of shares of common stock, preferred stock, debt securities, warrants and/or units of the registrant as shall have an aggregate initial offering price not to exceed $75,000,000. Any securities registered under this registration statement may be sold separately or as units with other securities registered under this registration statement. The securities registered also include such indeterminate number of securities that may be issued upon exercise, settlement, exchange or conversion of securities offered or sold hereunder. Separate consideration may or may not be received for securities that are issuable upon conversion, exercise or exchange of other securities. The amount of each class of securities being registered under this registration statement is not specified pursuant to General Instruction II.D. of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”). In addition, pursuant to Rule 416 under the Securities Act, there are also being registered an indeterminable number of securities as may be issued with respect to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(2)
The proposed maximum offering price per unit or security will be determined, from time to time, by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to Instruction 2.A.iii.b. to the Calculation of Filing Fee Tables and Related Disclosure on Item 16(b) of Form S-3 under the Securities Act.
(3)
The proposed maximum aggregate offering price has been calculated pursuant to Rule 457(o) under the Securities Act.
(4)
Pursuant to Rule 457(c) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is $0.41, which was the average of the high and low prices of the shares of common stock on March 27, 2023 on the Nasdaq Global Market.
(5)
Consists of (i) 77,152 shares of common stock and (ii) 216,607 stock options that are fully vested, in each case, held by Samuel Martin, the registrant’s former Chief Operating Officer.

Table 3: Combined Prospectuses

 

Security
Type

Security
Class
Title

Amount of Securities

Previously Registered(6)

Maximum Aggregate

Offering Price of

Securities

Previously Registered

Form Type

File Number

Initial Effective Date

Equity

Primary

offering

10,450,987(7)

$120,186,350.50(8)

S-1

333-264232

May 16, 2022

 


 

 

Common stock, par value $0.0001 per share

 

 

 

 

 

Equity

Secondary

offering

Common stock, par value $0.0001 per share

11,457,640(9)

$95,671,294.00(10)

S-1

333-264232

May 16, 2022

Equity

Secondary

offering

Common stock, par value $0.0001 per share

2,495,997(11)

$31,199,962.50(12)

S-1

333-264232

May 16, 2022

Equity

Secondary

offering

Common stock, par value $0.0001 per share

3,762,287(13)

$31,415,096.45(10)

S-1

333-264232

May 16, 2022

Other

Secondary

offering

Warrants to purchase shares of common stock

3,762,287(14)

$—(15)

S-1

333-264232

May 16, 2022

Equity

Secondary

offering

Common stock, par value $0.0001 per share

1,825,215(16)

$8,980,057.80(17)

S-1

333-266361

August 2, 2022

 

 

(6)
Pursuant to Rule 416(a) of the Securities Act, the amount of securities previously registered includes an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(7)
Consists of an aggregate of up to 10,450,987 shares of common stock that are issuable upon the exercise of Public Warrants (as defined in the registration statement), originally issued in the initial public offering of units of Merida Merger Corp. I (“Merida”) and Private Warrants (as defined in the registration statement) issued in a private placement simultaneously with Merida’s initial public offering.
(8)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act based on the exercise price of $11.50 of the Public Warrants and the Private Warrants.
(9)
Consists of (i) 1,625,194 shares of common stock that were issued prior to Merida’s initial public offering, as further transferred from time to time, and (ii) 9,832,446 shares of common stock (a) issued in connection with the Business Combination (as defined in the registration statement) by certain Selling Securityholders (as defined in the registration statement), which shares were originally issued to holders of common stock and preferred stock of Leafly Holdings, Inc., a Washington corporation, and were automatically converted into the right to receive a number of shares of Merida’s common stock at the Exchange Ratio (as defined in the registration statement), or (b) acquired after the Business Combination by certain Selling Securityholders to the extent such shares of common stock are “restricted securities” (as defined in Rule 144 under the Securities Act) or are otherwise held by an “affiliate” (as defined in Rule 144 under the Securities Act) of the registrant.
(10)
Pursuant to Rule 457(c) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is $8.35, which was the average of the high and low prices of the shares of common stock on April 6, 2022 on the Nasdaq Global Market.
(11)
Pursuant to the global note governing the Convertible Notes (as defined in the registration statement), this value represents the maximum aggregate number of shares of common stock issuable upon conversion of the Convertible Notes registered hereby at a conversion rate corresponding to the maximum conversion rate of 80 shares of common stock per $1,000 principal amount of the Convertible Notes, plus accrued and unpaid interest, if any. Pursuant to Rule 416 under the Securities Act, there was also registered such indeterminate number of additional shares of common stock as may be issuable from time to time upon conversion of the Convertible Notes as a result of the anti-dilution provisions thereof.
(12)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act based on the conversion price of $12.50 of the Convertible Notes.

 


 

(13)
Consists of 3,762,287 shares of common stock that may be issued upon exercise of Private Warrants.
(14)
Consists of 3,762,287 Private Warrants. Each Private Warrant will entitle the warrant holder to purchase one share of common stock at a price of $11.50 per share (subject to adjustment).
(15)
The resale of the Private Warrants and the shares of common stock issuable upon exercise of the Private Warrants are being simultaneously registered hereunder. No separate registration fee is required pursuant to Rule 457(g) under the Securities Act. Consistent with the response to Question 240.06 of the Securities Act Rules Compliance and Disclosure Interpretations, the registration fee with respect to such Private Warrants has been allocated to the shares of common stock underlying such Private Warrants and those shares of common stock are included in the registration fee as calculated in footnote (10) above.
(16)
Includes (i) 1,738,019 shares held by Christian Groh and Leah Groh as community property, (ii) 78,988 shares for which the holder of record is the Groh Family Irrevocable Trust and (iii) 8,208 shares underlying fully vested stock options held by Christian Groh.
(17)
Pursuant to Rule 457(c) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is $4.92, which was the average of the high and low prices of the shares of common stock on July 22, 2022 on the Nasdaq Global Market.