We have audited the accompanying consolidated balance sheets of Leafly Holdings, Inc. (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, changes in stockholders’ deficit and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, based on our audits, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of this critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate. providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Subscription Revenue

Critical Audit Matter Description

As disclosed in Note 2 to the financial statements, the Company generates subscription revenue by providing customers with online software and advertising services, primarily through subscription agreements, which are comprised of a significant volume of low-dollar transactions that are initiated and maintained within internally developed systems. The processing and recording of those transactions are often automated and based on contractual terms with customers.

We identified subscription revenue as a critical audit matter as a result of its significance to the financial statements, and due to the nature and extent of audit effort required to perform sufficient procedures over the occurrence of revenue recognized.

How the Critical Audit Matter Was Addressed in the Audit:

Our primary audit procedures related to the Company’s recording of subscription revenue included the following:

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We obtained an understanding and evaluated the design and implementation of the internal controls over management’s process for analyzing the relevant requirements of Accounting Standards Codification (ASC) 606, including the revenue recognition disclosures in the consolidated financial statements.

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We detail tested a sample of revenue contracts throughout the year to test the validity of sales transactions. Our testing procedures included, but was not limited to, examining and vouching executed customer contracts, invoices, and cash receipts as well as testing ongoing active subscription status.

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We sent confirmations to the Company’s customers, confirming the nature of the subscription service, start date, and end date (if applicable) to address the completeness and accuracy of information used in subscription revenue recognition.

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We tested completeness of the Company’s subscription revenue customer list by tracing collections from bank statements to corresponding sales transaction.

/s/Marcum LLP

Marcum llp

We have served as the Company’s auditor since 2019.

San Jose, CA

March 31, 2025

PCAOB ID # 688

Amendment Flag

false

Common Stock, $0.0001 Par Value

Entity Listings [Line Items]

Title of 12(b) Security

Common Stock, $0.0001 Par Value

Warrants, exercisable for shares of common stock at an exercise price of $11.50 per share

Entity Listings [Line Items]

Title of 12(b) Security

Warrants, exercisable for shares of common stockat an exercise price of $230.00 per share