Filed Pursuant to Rule 424(b)(3)
SEC File No.: 333-259381

MERIDA MERGER CORP. I
641 Lexington Avenue, 18th Floor
New York, New York 10022

PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION STATEMENT SUPPLEMENT

January 18, 2022

TO THE STOCKHOLDERS OF MERIDA MERGER CORP. I:

This is a supplement (this “Supplement”) to the proxy statement/prospectus/consent solicitation statement of Merida Merger Corp. I (“Merida” or the “Company”), dated December 21, 2021 (the “Proxy Statement/Prospectus/Consent Solicitation Statement”), that was sent to you in connection with the Company’s special meeting in lieu of an annual meeting to consider and vote upon a proposal, among others, to approve and adopt the Agreement and Plan of Merger, dated as of August 9, 2021 and amended on September 8, 2021 and on January 11, 2022 (as amended, the “Merger Agreement”), by and among Merida, Merida Merger Sub, Inc., a Washington corporation (“Merger Sub I”), Merida Merger Sub II, LLC, a Washington limited liability company (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”), and Leafly Holdings, Inc., a Washington corporation (“Leafly”). The special meeting was originally scheduled to be held at 10:00 a.m., Eastern Time, on January 14, 2022. However, as a result of Merida entering into the agreements discussed below, Merida has determined to adjourn the meeting until 10:00 a.m., Eastern Time, on February 1, 2022 to give stockholders sufficient time to evaluate the information contained in this Supplement. Additionally, holders of Public Shares now have until 5:00 p.m., Eastern Time, on January 28, 2022, the day that is two business days before the special meeting, to exercise their redemption rights if they desire to do so.

Due to health concerns stemming from the COVID-19 pandemic, and to support the health and well-being of our stockholders, the special meeting will be a virtual meeting, held solely over the internet by means of a live audio webcast and can be accessed at https://www.cstproxy.com/meridamergercorpi/sm2022. Capitalized terms used in this Supplement but not defined shall have the meanings ascribed to such terms in the Proxy Statement/Prospectus/Consent Solicitation Statement, unless a new definition for such term is provided herein.

On January 11, 2022, Merida, Merida Holdings, LLC (“Sponsor”) and certain purchasers (the “Note Investors”) entered into a note purchase agreement (the “NPA”), attached to this Supplement as Annex A, providing for the issuance by Merida of $30,000,000 in aggregate principal amount of unsecured convertible senior notes due 2025 (the “New Notes”), immediately prior to the closing of the transactions contemplated by the Merger Agreement and the other agreements entered into by Merida and Leafly in connection therewith (the “Business Combination”). The New Notes, the form of which is attached to this Supplement as Annex B, will also be guaranteed, after the closing of the Business Combination, by Leafly, LLC.

The New Notes will bear interest at a rate of 8.00% per annum, paid in cash semi-annually in arrears on July 31 and January 31 of each year, and will mature on January 31, 2025 (the “Maturity Date”). The New Notes are convertible into approximately 2,400,000 shares of New Leafly Common Stock at an initial conversion rate of 80 shares of New Leafly Common Stock per $1,000 principal amount of New Notes and 80 shares of New Leafly Common Stock per $1,000 amount of accrued and unpaid interest, if any, thereon, subject to adjustment for customary events prior to the Maturity Date (the “Conversion Rate”), which is equivalent to an initial conversion price of $12.50 per share. Conversion of the New Notes, together with any accrued and unpaid interest, if any, at the time of conversion will be settled in shares of New Leafly Common Stock.

The New Notes will be convertible at the option of the holders at any time prior to the close of business on the second scheduled trading day immediately before the Maturity Date. In addition, the Company may, at its election, force the conversion of the New Notes at the Conversion Rate on or after January 31, 2024, if the volume-weighted average trading price of New Leafly Common Stock exceeds $18.00 for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days. The Company also has the option, on or after January 31, 2023 and prior to the 40th trading day immediately before the Maturity Date and subject to the holders’ ability to optionally convert, to redeem all or a portion of the New Notes at a cash redemption price equal to 100% of the principal amount of the New Notes, plus accrued and unpaid interest, if any.

The holders of the New Notes will have the right to cause the Company to repurchase for cash all or a portion of the New Notes held by such holder upon the occurrence of a “fundamental change,” as defined in the New Notes or, in connection with certain asset sales, in each case at a price equal to 100% of par plus accrued and unpaid interest, if any.

The New Notes include restrictive covenants that, among other things and subject to the exceptions set forth in the New Notes, limit the ability of the Company to incur additional debt, incur liens, make restricted payments, make certain investments, enter into affiliate transactions, dispose of certain assets and enter into certain merger or asset sale transactions. The New Notes also contain customary events of default.

Pursuant to and as set forth in the NPA, the Sponsor agreed to transfer, for no additional consideration, 37,500 sponsor shares and 300,000 Private Warrants to the Note Investors.

Pursuant to the NPA, and subject to the terms and conditions thereof, the Company has also agreed to register the resale of the Common Stock issuable upon conversion of the New Notes after the closing of the Business Combination on terms similar to the terms contemplated by the Company’s amended and restated registration rights agreement.

In addition, as previously announced, on December 22, 2021, Merida and the Sponsor entered into agreements (referred to as the “Share Transfer, Non-Redemption and Forward Purchase Agreements”) with certain holders (the “Public Stockholders”), of shares of common stock issued in Merida’s initial public offering (“Public Shares”), pursuant to which such Public Stockholders agreed not to seek redemption of up to 1,400,000 Public Shares in connection with Merida’s upcoming special meeting in lieu of an annual meeting to approve its proposed business combination with Leafly (the “Business Combination Meeting”). The Share Transfer, Non-Redemption and Forward Purchase Agreements provide that, immediately after the closing of the Business Combination, the Sponsor will transfer to the Public Stockholders an aggregate of 1,000 shares of the Company’s common stock beneficially owned by it (or its designees) (“sponsor shares”) for every 45,450 Public Shares not redeemed by the Public Stockholders at the Business Combination Meeting and held at the closing. The Sponsor agreed to assign its registration rights related to all sponsor shares transferred to the Public Stockholders pursuant to such Share Transfer, Non-Redemption and Forward Purchase Agreements. The Share Transfer, Non-Redemption and Forward Purchase Agreements further provide that the Public Stockholders shall have the right, but not the obligation, to have Merida repurchase any of such Public Shares held by it as of the closing and not later sold into the market at a price of $10.01 per share on the three-month anniversary of the closing.

Furthermore, as previously announced, on December 22, 2021, Merida entered into additional agreements with two Public Stockholders and an additional agreement with a Public Stockholder on January 10, 2022 (collectively, the “Additional Non-Redemption and Forward Purchase Agreements”), pursuant to which the Public Stockholders agreed not to seek redemption of up to 1,800,000 Public Shares and up to 800,000 Public Shares, respectively, in connection with the Business Combination Meeting. The Additional Non-Redemption and Forward Purchase Agreements provide that the Public Stockholders shall have the right, but not the obligation, to have Merida repurchase any of such Public Shares held by them as of the closing and not later sold into the open market at a price of $10.16 per share on the three-month anniversary of the closing; provided, however, that if the Public Stockholders sell any of their Public Shares in the open market prior to the one-month anniversary of the closing at a price in excess of $10.06 per share, the Company will pay the Public Stockholders $0.05 per Public Share sold irrespective of the sale price received by such Public Stockholders.

In connection with the foregoing and concurrently with the execution of the NPA, Merida, Merger Sub I, Merger Sub II and Leafly entered into that certain Amendment No. 2 to the Merger Agreement (the “Merger Agreement Amendment”), attached to this Supplement as Annex C, pursuant to which the parties revised the definition of Closing Date Cash to include the proceeds received by Merida pursuant to the NPA and made certain other changes related thereto.

In connection with the foregoing and concurrently with the execution of the NPA, Merida entered into a letter agreement (the “Side Letter”), attached to this Supplement as Annex D, with the Sponsor and Leafly, pursuant to which the Sponsor has agreed to: (i) at the closing of the Business Combination, deliver and surrender for cancellation to Merida an aggregate of 13,000 shares of Common Stock held by the Sponsor at no cost and (ii) on the date that is three months following such closing date, deliver and surrender for cancellation to Merida up to an aggregate of 26,000 shares of New Leafly Common Stock at no cost, with the exact number of shares to be delivered and

surrendered for cancellation to be determined based on the final amount of the cash fees to be paid by Merida pursuant to the Share Transfer, Non-Redemption and Forward Purchase Agreements at such date (i.e., one share contributed for each $10.00 of cash paid pursuant to such agreements, up to a maximum of 26,000 shares).

As a result, assuming (i) that no additional holder of Public Shares exercises redemption rights as described in the Proxy Statement/Prospectus/Consent Solicitation Statement (after giving effect to the redemption of an aggregate of 3,927,435 shares of Common Stock by holders who exercised their right to redeem their shares in connection with the submission of proposals to extend the date by which Merida has to consummate a business combination), (ii) Leafly’s capitalization at the closing of the Business Combination will be consistent with Leafly’s estimates as of September 30, 2021, (iii) the Business Combination closes in the first quarter of 2022, (iv) an Exchange Ratio of 0.3271 (estimated as of September 30, 2021 assuming the Business Combination closes in the first quarter of 2022), (v) inclusion of the effect of the conversion of the New Notes and (vi) no inclusion of the effect of any other outstanding warrants and options of Leafly and Merida and the issuance of the Earnout Shares, or any further financing of Merida or Leafly, immediately after the closing of the Business Combination, the former Leafly securityholders will hold approximately 76.5% of the issued and outstanding shares of New Leafly Common Stock, the current public stockholders of Merida will hold approximately 19.8% of the issued and outstanding shares of New Leafly Common Stock, the Note Investors will hold approximately 0.1% of the issues and outstanding shares of New Leafly Common Stock and the Sponsor will hold approximately 3.6% of the issued and outstanding shares of New Leafly Common Stock.

We are sending you this Supplement to provide you with additional information relating to the New Notes and the Merger Agreement Amendment, including updated unaudited pro forma condensed combined financial information to aid you in your analysis of the Business Combination.

Before you vote you should read the Proxy Statement/Prospectus/Consent Solicitation Statement and other documents that the Company has filed with the Securities and Exchange Commission, together with this Supplement, for more complete information about the Company and the business combination with Leafly. If you need additional copies of this Supplement, the Proxy Statement/Prospectus/Consent Solicitation Statement, or the proxy card you should contact:

Mr. Peter Lee
Merida Merger Corp. I
641 Lexington Avenue, 18th Floor
New York, NY 10022
Tel: (212) 818-8800

or:

Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford CT 06902
Individuals call toll-free (800) 662-5200
Banks and brokers call (203) 658-9400
Email: MCMJ.info@investor.morrowsodali.com

You may also obtain a free copy of this Supplement, the Proxy Statement/Prospectus/Consent Solicitation Statement and other documents containing information about the Company and the Business Combination, without charge, at the SEC’s website at www.sec.gov.

This Supplement should be read together with the Proxy Statement/Prospectus/Consent Solicitation Statement. To the extent that the information in this Supplement is inconsistent with the information in the Proxy Statement/Prospectus/Consent Solicitation Statement, the information in this Supplement supersedes the information in the Proxy Statement/Prospectus/Consent Solicitation Statement.

All of the Company’s stockholders are cordially invited to attend the special meeting. If you are a stockholder of record and you have already provided a proxy, your shares will be voted in accordance with your instructions at the special meeting, unless you affirmatively change your proxy as described in the Proxy Statement/Prospectus/Consent Solicitation Statement. If you have not yet provided a proxy, you are urged to complete, sign, date and return the proxy

card that was enclosed with the Proxy Statement/Prospectus/Consent Solicitation Statement previously mailed to you as soon as possible. If you have any questions or need assistance voting your Common Stock, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400. Questions can also be sent by email to MCMJ.info@investor.morrowsodali.com. This notice of special meeting is and the Proxy Statement/Prospectus/Consent Solicitation Statement relating to the Business Combination are available at https://www.cstproxy.com/meridamergercorpi/sm2022.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the special meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

		By Order of the Board of Directors
		/s/ Peter Lee
		Peter Lee
		President

This Supplement is dated January 18, 2022 and is first being mailed to stockholders of the Company on or about such date.

FORWARD-LOOKING STATEMENTS

Merida believes that some of the information in this Supplement constitutes forward-looking statements within the definition of the Private Securities Litigation Reform Act of 1995. However, because Merida is a “blank check” company, the safe-harbor provisions of that act do not apply to statements made in this Supplement. You can identify these statements by forward-looking words such as “may,” “expect,” “anticipate,” “contemplate,” “believe,” “estimate,” “intend,” “project,” “budget,” “forecast,” “anticipate,” “plan,” “may,” “will,” “could,” “should,” “predict,” “potential,” and “continue” or similar words. You should read statements that contain these words carefully because they:

• discuss future expectations;

• contain projections of future results of operations or financial condition; or

• state other “forward-looking” information.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Supplement.

All forward-looking statements included herein attributable to any of Merida, Leafly or any person acting on either party’s behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, Merida and Leafly undertake no obligations to update these forward-looking statements to reflect events or circumstances after the date of this Supplement or to reflect the occurrence of unanticipated events.

There may be events in the future that Merida is not able to predict accurately or over which it has no control. The forward-looking statements included herein are subject to and involve risks, uncertainties and assumptions and you should not place undue reliance on these forward-looking statements. The risk factors and cautionary language discussed in this Supplement and the Proxy Statement/Prospectus/Consent Solicitation Statement provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by Merida in such forward-looking statements.

All forward-looking statements included herein attributable to any of Merida, Leafly or any person acting on either party’s behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, Merida and Leafly undertake no obligations to update these forward-looking statements to reflect events or circumstances after the date of this Supplement or to reflect the occurrence of unanticipated events.

Before a stockholder grants its proxy or instructs how its vote should be cast or vote on each of the proposals presented at the special meeting, it should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in the Proxy Statement/Prospectus/Consent Solicitation Statement and this Supplement may adversely affect Merida and/or Leafly.

SUPPLEMENT TO THE PROXY STATEMENT/PROSPECTUS/CONSENT
SOLICITATION STATEMENT

The purpose of this Supplement is to advise you that the Company has entered into the NPA to sell the New Notes, the Merger Agreement Amendment, the Side Letter, the Share Transfer, Non-Redemption and Forward Purchase Agreements and the Additional Non-Redemption and Forward Purchase Agreements.

The following information supersedes and supplements any information in the Proxy Statement/Prospectus/Consent Solicitation Statement relevant to the applicable topic. Unless otherwise specified, page references listed below are references to pages in the Proxy Statement/Prospectus/Consent Solicitation Statement, not this Supplement. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Proxy Statement/Prospectus/Consent Solicitation Statement.

UPDATE TO FREQUENTLY USED TERMS

The terms below set forth in the section titled “Frequently Used Terms” beginning on page iii of the Proxy Statement/Prospectus/Consent Solicitation Statement is replaced with the disclosure below.

“Closing Cash” means: (a) the funds contained in Merida’s trust account as of the effective time of the Initial Merger; plus (b) all other cash and cash equivalents of Merida (excluding, for the avoidance of doubt, any amount in the foregoing clause “(a)”); plus (c) $31,470,010, representing the aggregate principal amount received by Leafly in connection with the issuance of an aggregate of Notes pursuant to the Note Purchase Agreement; plus (d) the amount delivered to Merida at or prior to the Closing in connection with any sale by Merida of shares of Common Stock on such terms as may be mutually agreed upon by Merida and Leafly, if any; plus (e) $30,000,000, representing the aggregate principal amount to be received by Merida in connection with the issuance of an aggregate of New Notes pursuant to the NPA minus (f) the aggregate amount of cash proceeds that will be required to satisfy the redemption of any shares of Common Stock (to the extent not already paid);

“Minimum Cash Condition” means the condition to closing the Merger Agreement requiring that Closing Cash equals or exceeds $85 million;

UPDATE TO QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The section entitled “Questions and Answers about the Proposals” beginning page 4 of the Proxy Statement/Prospectus/Consent Solicitation Statement is supplemented with the following questions and answers. In addition, the question entitled “What happens if a substantial number of public stockholders vote in favor of the Business Combination Proposal and exercise their redemption rights?” beginning on page 8 of the Proxy Statement/Prospectus/Consent Solicitation Statement is replaced with the disclosure below under the appropriate question heading.

The following questions and answers are intended to briefly address some common anticipated questions regarding the NPA, the New Notes, the Merger Agreement Amendment, the Side Letter, the Share Transfer, Non-Redemption and Forward Purchase Agreements and the Additional Non-Redemption and Forward Purchase Agreements and this Supplement. These questions and answers do not address all questions that may be important to Merida stockholders. Merida stockholders should refer to the more detailed information contained in the Proxy Statement/Prospectus/Consent Solicitation Statement or elsewhere in this Supplement.

Q: Why am I receiving this document?

A: On January 11, 2022, the Company entered into the NPA, attached to this Supplement as Annex A. As a result of the Company entering into the NPA, the Company, Merger Sub I, Merger Sub II and Leafly entered into the Merger Agreement Amendment on January 11, 2022, attached to this Supplement as Annex C, and Merida, the Sponsor and Leafly entered into the Side Letter, attached to this Supplement as Annex D. This Supplement provides information regarding the NPA, the New Notes, the Merger Agreement Amendment, the Side Letter, the impact that the New Notes and the Side Letter will have on the terms of the Business Combination and updates the Proxy Statement/Prospectus/Consent Solicitation Statement.

Q: Do I still need to read the Proxy Statement/Prospectus/Consent Solicitation Statement?

A: Yes. This Supplement is intended to supplement the Proxy Statement/Prospectus/Consent Solicitation Statement by providing an update of certain information contained in the Proxy Statement/Prospectus/Consent Solicitation Statement, particularly information that was included in the Proxy Statement/Prospectus/Consent Solicitation Statement that has changed as a result of the Company entering into the NPA, the Merger Agreement Amendment and the Side Letter. However, this Supplement does not contain all of the information that you need to know about the Business Combination, and we urge you to read the Proxy Statement/Prospectus/Consent Solicitation Statement in conjunction with this Supplement, all of the Annexes and Appendices thereto and hereto, and the other documents to which we refer you.

Q: Have the date and time of any of the special meeting changed?

A: Yes. As a result of Merida entering into the NPA, the Merger Agreement Amendment and the Side Letter, Merida has determined to adjourn the meeting until 10:00 a.m., Eastern Time, on February 1, 2022 to give stockholders sufficient time to evaluate the information contained in this Supplement. Additionally, holders of Public Shares now have until 5:00 p.m., Eastern Time, January 28, 2022 to deliver their shares for redemption if they desire to do so.

Q: Has the record date for the special meeting changed?

A: No.

Q: What are the terms of the New Notes?

A: Pursuant to the NPA, Merida will issue the New Notes to the Note Investors in an aggregate principal amount of $30,000,000 immediately prior to the closing of the Business Combination. The New Notes will be guaranteed, after the closing of the Business Combination, by Leafly, LLC. The form of New Notes is attached to this Supplement as Annex B.

The New Notes will bear interest at a rate of 8.00% per annum, paid in cash semi-annually in arrears on July 31 and January 31 of each year, and will mature on January 31, 2025 (the “Maturity Date”). The New Notes are convertible into approximately 2,400,000 shares of New Leafly Common Stock at an initial conversion rate of 80 shares of New Leafly Common Stock per $1,000 principal amount of New Notes and 80 shares of New Leafly Common Stock per $1,000 amount of accrued and unpaid interest, if any, thereon, subject to adjustment for customary events prior to the Maturity Date (the “Conversion Rate”), which is equivalent to an initial conversion price of $12.50 per share. Conversion of the New Notes, together with any accrued and unpaid interest, if any, at the time of conversion will be settled in shares of New Leafly Common Stock.

The New Notes will be convertible at the option of the holders at any time prior to the close of business on the second scheduled trading day immediately before the Maturity Date. In addition, the Company may, at its election, force the conversion of the New Notes at the Conversion Rate on or after January 31, 2024, if the volume-weighted average trading price of New Leafly Common Stock exceeds $18.00 for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days. The Company also has the option, on or after January 31, 2023 and prior to the 40th trading day immediately before the Maturity Date and subject to the holders’ ability to optionally convert, to redeem all or a portion of the New Notes at a cash redemption price equal to 100% of the principal amount of the New Notes, plus accrued and unpaid interest, if any.

Q: What terms of the transaction changed as a result of the NPA?

A: In connection with the Company’s entry into the NPA, the Company, Merger Sub I, Merger Sub II and Leafly entered into the Merger Agreement Amendment, as described further below.

As a result of the transactions contemplated by the NPA and the Share Transfer, Non-Redemption and Forward Purchase Agreements, assuming (i) that no additional holder of Public Shares exercises redemption rights as described in the Proxy Statement/Prospectus/Consent Solicitation Statement (after giving effect to the redemption of an aggregate of 3,927,435 shares of Common Stock by holders who exercised their right to redeem their shares in connection with the submission of proposals to extend the date by which Merida has to consummate a business combination), (ii) Leafly’s capitalization at the closing of the Business Combination will be consistent with Leafly’s estimates as of September 30, 2021, (iii) the Business Combination closes in the first quarter of 2022, (iv) an Exchange Ratio of 0.3271 (estimated as of September 30, 2021 assuming the Business Combination closes in the first quarter of 2022), (v) inclusion of the effect of the conversion of the New Notes and (vi) no inclusion of the effect of any other outstanding warrants and options of Leafly and Merida and the issuance of the Earnout Shares, or any further financing of Merida or Leafly, immediately after the closing of the Business Combination, the former Leafly securityholders will hold approximately 76.5% of the issued and outstanding shares of New Leafly Common Stock, the current public stockholders of Merida will hold approximately 19.8% of the issued and outstanding shares of New Leafly Common Stock, the Note Investors will hold approximately 0.1% of the issued and outstanding shares of New Leafly Common Stock and the Sponsor will hold approximately 3.6% of the issued and outstanding shares of New Leafly Common Stock.

Q: What terms of the Merger Agreement changed?

A: Pursuant to the Merger Agreement Amendment, the parties revised the definition of Closing Date Cash to include the proceeds received by Merida pursuant to the NPA so that the principal amount of the Notes sold pursuant to the NPA to provide that the principal amount of the New Notes sold pursuant to the NPA would be included in determining whether the Minimum Cash Condition (as defined in the Merger Agreement) is satisfied, as well as to make certain other changes related thereto.

The satisfaction of the Minimum Cash Condition will be determined with respect to whether Closing Cash equals or exceeds $85 million. Closing Cash means: (a) the funds contained in Merida’s trust account as of the effective time of the Initial Merger; plus (b) all other cash and cash equivalents of Merida (excluding, for the avoidance of doubt, any amount in the foregoing clause “(a)”); plus (c) $31,470,010, representing the aggregate

principal amount received by Leafly in connection with the issuance of an aggregate of Notes pursuant to the Note Purchase Agreement; plus (d) the amount delivered to Merida at or prior to the Closing in connection with any sale by Merida of shares of Common Stock on such terms as may be mutually agreed upon by Merida and Leafly, if any; plus (e) $30,000,000, representing the aggregate principal amount to be received by Merida in connection with the issuance of an aggregate of New Notes pursuant to the NPA minus (f) the aggregate amount of cash proceeds that will be required to satisfy the redemption of any shares of Common Stock (to the extent not already paid). Assuming that all Public Shares, other than the 4,590,000 Public Shares that public stockholders have agreed not to redeem pursuant to the Non-Redemption Agreements, the Share Transfer, Non-Redemption and Forward Purchase Agreements and the Additional Non-Redemption and Forward Purchase Agreements, are redeemed, the funds contained in Merida’s trust account after taking into account redeeming stockholders will equal $45,945,900, and Closing Cash will equal $107,415,010. As a result, this Supplement revises the disclosure in the Prospectus/Proxy Statement/Consent Solicitation Statement to remove the disclosure previously to illustrate scenarios where the Minimum Cash Condition is waived.

Q: What are the terms of the Side Letter?

A: Pursuant to the Side Letter, which is attached to this Supplement as Annex D, the Sponsor has agreed to: (i) at the closing of the Business Combination, deliver and surrender for cancellation to Merida an aggregate of 13,000 shares of common stock of Merida held by the Sponsor at no cost and (ii) on the date that is three months following such closing date, deliver and surrender for cancellation to Merida up to an aggregate of 26,000 shares of New Leafly Common Stock at no cost, with the exact number of shares to be delivered and surrendered for cancellation to be determined based on the final amount of the cash fees to be paid by Merida pursuant to the Share Transfer, Non-Redemption and Forward Purchase Agreements at such date (i.e., one share contributed for each $10.00 of cash paid pursuant to such agreements, up to a maximum of 26,000 shares).

Q: What are the terms of the Share Transfer, Non-Redemption and Forward Purchase Agreements and the Additional Non-Redemption and Forward Purchase Agreements?

A: Pursuant to the Share Transfer, Non-Redemption and Forward Purchase Agreements, the Public Stockholders party thereto agreed not to seek redemption of up to 1,400,000 Public Shares in connection with the special meeting. The Share Transfer, Non-Redemption and Forward Purchase Agreements provide that, immediately after the closing of the transactions contemplated by the Merger Agreement, the Sponsor will transfer to the Public Stockholders an aggregate of 1,000 sponsor shares beneficially owned by it (or its designees) for every 45,450 Public Shares not redeemed by the Public Stockholders at the special meeting and held at the closing. The Sponsor agreed to assign its registration rights related to all sponsor shares transferred to the Public Stockholders pursuant to such Share Transfer, Non-Redemption and Forward Purchase Agreements. The Share Transfer, Non-Redemption and Forward Purchase Agreements further provide that the Public Stockholders shall have the right, but not the obligation, to have Merida repurchase any of such Public Shares held by it as of the closing and not later sold into the open market at a price of $10.01 per share on the three-month anniversary of the closing.

Pursuant to the Additional Non-Redemption and Forward Purchase Agreements, the Public Stockholders party thereto agreed not to seek redemption of up to 2,600,000 Public Shares, in connection with the special meeting. The Additional Non-Redemption and Forward Purchase Agreements provide that the Public Stockholders shall have the right, but not the obligation, to have Merida repurchase any of such Public Shares held by them as of the closing and not later sold into the open market at a price of $10.16 per share on the three-month anniversary of the closing; provided, however, that if the Public Stockholders sell any of their Public Shares in the open market prior to the one-month anniversary of the closing of the Business Combination at a price in excess of $10.06 per share, the Company will pay the Public Stockholders $0.05 per Public Share sold irrespective of the sale price received by such Public Stockholders.

Q: What happens if a substantial number of public stockholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A: Merida’s public stockholders may vote in favor of the Business Combination Proposal and still exercise their redemption rights, although they are not required to vote either for or against the Business Combination, or vote at all, or to be holders on the record date, in order to exercise such redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of public stockholders are substantially reduced as a result of redemption by public stockholders, subject to the requirement that Merida have at least $5,000,001 of net tangible assets immediately prior to or upon the consummation of the Business Combination. With fewer Public Shares and public stockholders, the trading markets for the Common Stock following the closing of the Business Combination may be less liquid than the market for the Common Stock prior to the Mergers, and Merida may not be able to meet the listing standards of Nasdaq, which is a condition to closing the Business Combination. For example, the combined company must meet certain distribution criteria, including having a minimum of 1,100,000 publicly held shares (excluding shares held by directors, officers, their immediate family members and other concentrated holdings of 10% or more), in order to be listed on Nasdaq. In addition, with fewer funds available from the trust account, the capital infusion from the trust account into Leafly’s business will be reduced and Leafly may not be able to fully achieve its business plans or goals.

If you are a holder of Public Shares and you exercise your redemption rights, it will not result in the loss of any Warrants that you may hold. Accordingly, even if the maximum number of shares was redeemed, there would still be 6,500,776 public Warrants and 3,950,311 private warrants outstanding. Further, if the shares of Common Stock are trading above the exercise price of $11.50 per warrant, the warrants are considered to be “in the money” and are therefore more likely to be exercised by the holders thereof (when they become exercisable). This in turn increases the risk to non-redeeming stockholders that the warrants will be exercised, which would result in immediate dilution to the non-redeeming stockholders. As of January 14, 2022, the closing price of the warrants was $0.66 per warrant.

The potential impact of different redemption levels is illustrated below through a comparison of a no redemption, illustrative redemption and contractual maximum redemption scenarios (as described below). In the Redemption Sensitivity Analysis Table below, the residual equity value owned by non-redeeming stockholders, taking into account the respective redemption amounts, is assumed to remain the deemed value of $10.00 per share. As a result of such redemption amounts and the assumed $10.00 per share value, the implied total equity value of New Leafly, assuming no dilution from any issuance of Common Stock pursuant to conversion of the New Notes or any of the Warrants, private warrants, the 2018 Plan, the 2021 Plan, the ESPP or the sponsor shares that are subject to vesting (“Additional Dilution Sources”), would be (i) $459,340,440 in the no redemption scenario, (ii) $436,919,855 in the illustrative redemption scenario and (iii) $414,499,270 in the contractual maximum redemption scenario. Additionally, the Redemption Sensitivity Analysis Table below sets forth the potential additional dilutive impact of each of the Additional Dilution Sources in each redemption scenario, as described further in Notes 9 through 18 below.

Redemption Sensitivity Analysis Table

Holders	No Redemption Scenario(1)		% of Total		Illustrative Redemption Scenario(2)		% of Total		Contractual Maximum Redemption Scenario(3)		% of Total
Public Stockholders(4)		9,104,920	19.8	%		6,862,862	15.7	%		4,620,803	11.1	%
Merida Initial Stockholders (including Sponsor and EarlyBirdCapital)(5)		1,663,891	3.6	%		1,663,891	3.8	%		1,663,891	4.0	%
Note Investors(6)		37,500	0.1	%		37,500	0.1	%		37,500	0.1	%
Leafly Securityholders(7)		35,127,733	76.5	%		35,127,733	80.4	%		35,127,733	84.7	%
Total Shares Outstanding Excluding Unvested Shares, Earnout Shares and Warrants		45,934,044	100	%		43,691,986	100	%		41,449,927	100	%
Total Equity Value Post-Redemptions	$	459,340,440			$	436,919,855			$	414,499,270
Per Share Value	$	10.00			$	10.00			$	10.00

Additional Dilution Sources(8)(9)	No Redemption Scenario(1)	% of Total(10)		Illustrative Redemption Scenario(2)	% of Total(10)		Contractual Maximum Redemption Scenario(3)	% of Total(10)
Earnout Shares(10)	6,000,000	11.6	%	6,000,000	12.1	%	6,000,000	12.6	%
New Leafly Stock Options(11)	3,642,563	7.3	%	3,642,563	7.7	%	3,642,563	8.1	%
Merida Warrants
Warrants(12)	6,500,776	12.4	%	6,500,776	13.0	%	6,500,776	13.6	%
Private Warrants(13)	3,950,311	8.0	%	3,950,311	8.4	%	3,950,311	8.8	%
Equity Incentive Plans
2018 Plan(14)	193,634	0.4	%	193,634	0.4	%	193,634	0.5	%
2021 Plan(15)	4,977,024	9.8	%	4,752,818	9.8	%	4,524,862	9.8	%
ESPP(16)	1,244,256	2.6	%	1,188,205	2.6	%	1,131,216	2.7	%
New Notes Shares(17)	2,400,000	5.0	%	2,400,000	5.2	%	2,400,000	5.5	%
Sponsor Shares Subject to Vesting(18)	1,625,194	3.4	%	1,625,194	3.6	%	1,625,194	3.8	%
Total Additional Dilutive Sources(19)	30,533,758	39.9	%	30,253,501	40.9	%	29,968,556	42.0	%

____________

(1) This scenario assumes that no additional shares of Common Stock is redeemed by the public stockholders (after giving effect to the redemption of 3,927,435 shares of Common Stock by holders who exercised their right to redeem their shares on either October 29, 2021 or December 22, 2021 in connection with the submission of proposals to extend the date by which Merida has to consummate a business combination).

(2) This scenario assumes that approximately 6,169,494 shares of Common Stock (including the 3,927,435 shares of Common Stock that were redeemed on either October 29, 2021 or December 22, 2021 in connection with Merida’s submission of proposals to extend the date by which Merida has to consummate a business combination) are redeemed by the public stockholders.

(3) This scenario assumes that approximately 8,411,552 shares of Common Stock (including the 3,927,435 shares of Common Stock that were redeemed on either October 29, 2021 or December 22, 2021 in connection with Merida’s submission of proposals to extend the date by which Merida has to consummate a business combination) are redeemed by the public stockholders, which represents an amount of redemptions assuming that all Public Stockholders, other than those who have not agreed not to redeem an aggregate of up to 4,590,000 Public Shares pursuant to the Non-Redemption Agreements, the Share Transfer, Non-Redemption and Forward Purchase Agreements and the Additional Non-Redemption and Forward Purchase Agreements, redeem their Public Shares.

(4) This row does not include 3,219,585 of the 3,250,388 shares of Common Stock that were issued to the Merida initial stockholders prior to Merida’s initial public offering (after accounting for the transfer of 30,803 public shares to public stockholders pursuant to the Share Transfer, Non-Redemption and Forward Purchase Agreements) and does not include the 120,000 Representative Shares, which are shown under Merida initial stockholders.

(5) This row assumes no sponsor shares will be forfeited pursuant to the Sponsor Agreement. Additionally, this row assumes that (a) of the 3,250,388 sponsor shares currently held by Sponsor, 1,625,194 sponsor shares (equal to 50% of the 3,250,388 sponsor shares issued to sponsor prior to Merida’s initial public offering) will vest upon the closing of the Mergers and (b) all 120,000 Representative Shares vest upon the closing of the Mergers, (c) 30,803 sponsor shares will be transferred to the public stockholders pursuant to the Share Transfer, Non-Redemption and Forward Purchase Agreements and (d) 37,500 sponsor shares are transferred to the Note Investors pursuant to the NPA. In each scenario, the remaining unvested shares will remain subject to vesting. This row also reflects the forfeiture and cancelation of 13,000 sponsor shares pursuant to the Side Letter, but does not reflect the potential cancelation of up to 26,000 sponsor shares on the date that is three months following the Closing Date, pursuant to the Side Letter. See the section titled “Proposal No. 1 — The Business Combination Proposal — Related Agreements.”

(6) This row assumes the transfer of 37,500 sponsor shares from the Sponsor to the Note Investors pursuant to the terms of the NPA.

(7) This row assumes the conversion of all outstanding Leafly notes into New Leafly Common Stock in connection with the consummation of the Business Combination (and assuming the Business Combination closes in the first quarter of 2022). This row excludes New Leafly stock options and up to 6,000,000 of Earnout Shares that are issuable to Leafly securityholders and participants upon the realization of all of the triggering events in the Earnout Plan.

(8) All share numbers and percentages for the Additional Dilution Sources are presented without the potential reduction of any amounts paid by the holders of the given Additional Dilution Sources and therefore may overstate the presentation of dilution.

(9) The Percentage of Total with respect to each Additional Dilution Source set forth below, including the Total Additional Dilutive Sources, includes the full amount of shares issued with respect to the applicable Additional Dilution Source in both the numerator and denominator. For example, in the illustrative redemption scenario, the Percentage of Total with respect to the Earnout Shares would be calculated as follows: (a) 6,000,000 shares issued pursuant to the Earnout Plan; divided by (b) (i) 43,691,986 shares (the number of shares outstanding prior to any issuance pursuant to the Earnout Plan) plus (ii) 6,000,000 shares issued pursuant to the Earnout Plan.

(10) This row assumes all 6,000,000 Earnout Shares are issued to Leafly securityholders and participants.

(11) This row assumes exercise of all New Leafly stock options for 3,642,563 shares of New Leafly Common Stock on a gross basis (based on the outstanding options of Leafly as of September 30, 2021 and assuming the Business Combination closes in the first quarter of 2022).

(12) This row assumes exercise of all Warrants to purchase 6,500,776 shares of New Leafly Common Stock (following the reclassification of Common Stock to New Leafly Common Stock upon the effectiveness of the Proposed Charter) and does not assume any buyback of Common Stock by New Leafly.

(13) This row assumes exercise of all Private Warrants to purchase 3,950,311 shares of New Leafly Common Stock (following the reclassification of Common Stock to New Leafly Common Stock upon the effectiveness of the Proposed Charter) and does not assume any buyback of Common Stock by New Leafly.

(14) This row assumes the issuance of all shares of New Leafly Common Stock reserved for issuance under the 2018 Plan, which equals 193,634 shares.

(15) This row assumes the issuance of all shares of New Leafly Common Stock reserved for issuance under the 2021 Plan, (10.0% of the sum of (x) the number of outstanding shares of New Leafly Common Stock following the consummation of the Business Combination, (y) each share of New Leafly Common Stock underlying the New Leafly stock options and (z) all shares of New Leafly Common Stock reserved for issuance under the 2018 Plan), which equals 4,977,024 shares of New Leafly Common Stock in the no redemption scenario, 4,752,818 shares of New Leafly Common Stock in the illustrative redemption scenario or 4,524,862 shares of New Leafly Common Stock in the contractual maximum redemption scenario, in each case, following the consummation of the Business Combination.

(16) This row assumes the issuance of all shares of New Leafly Common Stock reserved for issuance under the ESPP, (2.5% of the sum of (x) the number of outstanding shares of New Leafly Common Stock following the consummation of the Business Combination, (y) each share of New Leafly Common Stock underlying the New Leafly stock options and (z) all shares of New Leafly Common Stock reserved for issuance under the 2018 Plan), which equals 1,244,256 shares of New Leafly Common Stock in the no redemption scenario, 1,188,205 shares of New Leafly Common Stock in the illustrative redemption scenario or 1,131,216 shares of New Leafly Common Stock in the contractual maximum redemption scenario, in each case, following the consummation of the Business Combination.

(17) This row assumes that the Note Investors elect to fully exercise the right to convert the $30,000,000 principal amount under New Notes into 2,400,000 shares of Common Stock.

(18) This row assumes no sponsor shares will be forfeited pursuant to the Sponsor Agreement. Additionally, this row assumes that of each of the remaining outstanding sponsor shares vest in accordance with the provisions of the Stock Escrow Agreement, resulting in 1,625,194 shares of Common Stock vesting in the no redemption scenario, 1,625,194 shares of Common Stock vesting the illustrative redemption scenario, and 1,625,194 shares of Common Stock vesting in the contractual maximum redemption scenario.

(19) This row assumes the issuance of all shares of Common Stock in connection with each of the Additional Dilution Sources, as described further in Notes 9 through 18 above, which equals 30,533,758 shares of Common Stock in the no redemption scenario, 30,253,501 shares of Common Stock in the illustrative redemption scenario or 29,968,556 shares of Common Stock in the contractual maximum redemption scenario, in each case, following the consummation of the Business Combination.

The foregoing table is provided for illustrative purposes only and there can be no assurance that the New Leafly Common Stock will trade at the illustrative per share values set forth therein, regardless of the levels of redemption.

Q: May I change my vote after I have mailed my signed proxy card?

A. Yes. Stockholders may send a later-dated, signed proxy card to Merida’s transfer agent at the address set forth below so that it is received prior to the vote at the special meeting or attend the special meeting and vote. Stockholders also may revoke their proxy by sending a notice of revocation to Merida’s transfer agent, which must be received prior to the vote at the special meeting. Stockholders may also revoke their proxy by attending the special meeting.

Q: Who can answer my questions?

A: If you have questions about the Merger or if you need additional copies of this Supplement, the Proxy Statement/Prospectus/Consent Solicitation Statement or the proxy card you should contact:

Mr. Peter Lee
Merida Merger Corp. I
641 Lexington Avenue, 18th Floor
New York, NY 10022
Tel: (212) 818-8800

or:

Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford CT 06902
Individuals call toll-free (800) 662-5200
Banks and brokers call (203) 658-9400
Email: MCMJ.info@investor.morrowsodali.com

You may also obtain additional information about Merida from documents filed with the SEC by following the instructions in the section of the Proxy Statement/Prospectus/Consent Solicitation Statement entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek redemption of your shares, you will need to deliver your shares (either physically or electronically) to Merida’s transfer agent at the address below prior to the vote at the extraordinary general meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Mr. Mark Zimkind
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
E-mail: mzimkind@continentalstock.com

UPDATE TO SUMMARY

Update to Dilution Caused by Public Stockholder Redemptions

The section titled “Summary — Dilution Caused by Public Stockholder Redemptions” beginning on page 26 of the Proxy Statement/Prospectus/Consent Solicitation Statement is replaced with the disclosure below.

Dilution Caused by Public Stockholder Redemptions

Depending on the number of Public Stockholders that exercise their redemption rights, the remaining Public Stockholders will be subject to varying levels of dilution. In each of the no redemption, illustrative redemption and contractual maximum redemption scenarios as described below, the residual equity value owned by non-redeeming stockholders, taking into account the respective redemption amounts, is assumed to remain the deemed value of $10.00 per share as illustrated in the Redemption Sensitivity Analysis Table below. As a result of such redemption amounts and the assumed $10.00 per share value, the implied total equity value of New Leafly, assuming no dilution from any Additional Dilution Sources, would be (i) $459,340,440 in the no redemption scenario, (ii) $436,919,855 in the illustrative redemption scenario and (iii) $414,499,270 in the contractual maximum redemption scenario. Additionally, the Redemption Sensitivity Analysis Table below sets forth the potential additional dilutive impact of each of the Additional Dilution Sources in each redemption scenario, as described further in Notes 9 through 18 below.

Redemption Sensitivity Analysis Table

Holders	No Redemption Scenario(1)		% of Total		Illustrative Redemption Scenario(2)		% of Total		Contractual Maximum Redemption Scenario(3)		% of Total
Public Stockholders(4)		9,104,920	19.8	%		6,862,862	15.7	%		4,620,803	11.1	%
Merida Initial Stockholders (including Sponsor and EarlyBirdCapital)(5)		1,663,891	3.6	%		1,663,891	3.8	%		1,663,891	4.0	%
Note Investors(6)		37,500	0.1	%		37,500	0.1	%		37,500	0.1	%
Leafly Securityholders(7)		35,127,733	76.5	%		35,127,733	80.4	%		35,127,733	84.7	%
Total Shares Outstanding Excluding Unvested Shares, Earnout Shares and Warrants		45,934,044	100	%		43,691,986	100	%		41,449,927	100	%
Total Equity Value Post-Redemptions	$	459,340,440			$	436,919,855			$	414,499,270
Per Share Value	$	10.00			$	10.00			$	10.00

Additional Dilution Sources(8)(9)	No Redemption Scenario(1)	% of Total(10)		Illustrative Redemption Scenario(2)	% of Total(10)		Contractual Maximum Redemption Scenario(3)	% of Total(10)
Earnout Shares(10)	6,000,000	11.6	%	6,000,000	12.1	%	6,000,000	12.6	%
New Leafly Stock Options(11)	3,642,563	7.3	%	3,642,563	7.7	%	3,642,563	8.1	%
Merida Warrants
Warrants(12)	6,500,776	12.4	%	6,500,776	13.0	%	6,500,776	13.6	%
Private Warrants(13)	3,950,311	8.0	%	3,950,311	8.4	%	3,950,311	8.8	%
Equity Incentive Plans
2018 Plan(14)	193,634	0.4	%	193,634	0.4	%	193,634	0.5	%
2021 Plan(15)	4,977,024	9.8	%	4,752,818	9.8	%	4,524,862	9.8	%
ESPP(16)	1,244,256	2.6	%	1,188,205	2.6	%	1,131,216	2.7	%
New Notes Shares(17)	2,400,000	5.0	%	2,400,000	5.2	%	2,400,000	5.5	%
Sponsor Shares Subject to Vesting(18)	1,625,194	3.4	%	1,625,194	3.6	%	1,625,194	3.8	%
Total Additional Dilutive Sources(19)	30,533,758	39.9	%	30,253,501	40.9	%	29,968,556	42.0	%

____________

(1) This scenario assumes that no additional shares of Common Stock is redeemed by the public stockholders (after giving effect to the redemption of 3,927,435 shares of Common Stock by holders who exercised their right to redeem their shares on either October 29, 2021 or December 22, 2021 in connection with the submission of proposals to extend the date by which Merida has to consummate a business combination).

(16) This row assumes the issuance of all shares of New Leafly Common Stock reserved for issuance under the ESPP, (2.5% of the sum of (x) the number of outstanding shares of New Leafly Common Stock following the consummation of the Business Combination, (y) each share of New Leafly Common Stock underlying the New Leafly stock options and (z) all shares of New Leafly Common Stock reserved for issuance under the 2018 Plan), which equals 1,244,256 shares of New Leafly Common Stock in the no redemption scenario, 1,188,205 shares of New Leafly Common Stock in the illustrative redemption scenario or 1,131,216 shares of New Leafly Common Stock in the contractual maximum redemption scenario, in each case, following the consummation of the Business Combination.

(17) This row assumes that the Note Investors elect to fully exercise the right to convert the $30,000,000 principal amount under New Notes into 2,400,000 shares of Common Stock.

(18) This row assumes no sponsor shares will be forfeited pursuant to the Sponsor Agreement. Additionally, this row assumes that of each of the remaining outstanding sponsor shares vest in accordance with the provisions of the Stock Escrow Agreement, resulting in 1,625,194 shares of Common Stock vesting in the no redemption scenario, 1,625,194 shares of Common Stock vesting the illustrative redemption scenario, and 1,625,194 shares of Common Stock vesting in the contractual maximum redemption scenario.

(19) This row assumes the issuance of all shares of Common Stock in connection with each of the Additional Dilution Sources, as described further in Notes 9 through 18 above, which equals 30,533,758 shares of Common Stock in the no redemption scenario, 30,253,501 shares of Common Stock in the illustrative redemption scenario or 29,968,556 shares of Common Stock in the contractual maximum redemption scenario, in each case, following the consummation of the Business Combination.

The foregoing table is provided for illustrative purposes only and there can be no assurance that the New Leafly Common Stock will trade at the illustrative per share values set forth therein, regardless of the levels of redemption.

Update to Interests of the Sponsor and Merida’s Directors and Officers in the Business Combination

The second paragraph of the section titled “Summary — Interests of the Sponsor and Merida’s Directors and Officers in the Business Combination” beginning on page 36 of the Proxy Statement/Prospectus/Consent Solicitation Statement is replaced with the disclosure below.

At the closing of the Mergers, assuming (i) that no additional holder of Public Shares exercises redemption rights as described in the Proxy Statement/Prospectus/Consent Solicitation Statement (after giving effect to the redemption of an aggregate of 3,927,435 shares of Common Stock by holders who exercised their right to redeem their shares in connection with the submission of proposals to extend the date by which Merida has to consummate a business combination), (ii) Leafly’s capitalization at the closing of the Business Combination will be consistent with Leafly’s estimates as of September 30, 2021, (iii) the Business Combination closes in the first quarter of 2022, (iv) an Exchange Ratio of 0.3271 (estimated as of September 30, 2021 assuming the Business Combination closes in the first quarter of 2022), (v) inclusion of the effect of the conversion of the New Notes and (vi) no inclusion of the effect of any other outstanding warrants and options of Leafly and Merida and the issuance of the Earnout Shares, or any further financing of Merida or Leafly, immediately after the closing of the Business Combination, Sponsor and its affiliates will own approximately 10% of the equity of the combined company.

Additionally, assuming (i) the maximum redemption scenario, (ii) Leafly’s capitalization at the closing of the Business Combination will be consistent with Leafly’s estimates as of September 30, 2021, (iii) the Business Combination closes in the first quarter of 2022, (iv) an Exchange Ratio of 0.3271 (estimated as of September 30, 2021 assuming the Business Combination closes in the first quarter of 2022), (v) inclusion of the effect of the conversion of the New Notes and (vi) no inclusion of the effect of any other outstanding warrants and options of Leafly and Merida and the issuance of the Earnout Shares, or any further financing of Merida or Leafly, immediately after the closing of the Business Combination, Sponsor and its affiliates will own approximately 15% of the equity of the combined company.

Such ownership of Sponsor and its affiliates consist of (i) approximately $31.7 million representing the value of the Sponsor’s and its affiliates’ sponsor shares (after reflecting transfers of sponsor shares pursuant to the Share Transfer, Non-Redemption and Forward Purchase Agreements and the NPA, and assuming a value of $10.00 per share, the deemed value of the Common Stock in the Business Combination), (ii) approximately $3.6 million representing the value of the Sponsor’s Warrants (after reflecting transfers of private warrants pursuant to the NPA, and based on the purchase price of $1.00 per Warrant), and (iii) $800,000 representing the aggregate principal

amount of outstanding working capital loans made by the Sponsor to Merida, which loans are repayable in cash at the Closing. Such securities had an aggregate market value of $35.7 million based upon the closing price of $9.98 per share and $1.13 per warrant on Nasdaq on the record date. Affiliates of the Sponsor and of certain directors of Merida own 240,575 shares of Leafly Preferred Stock, which will be converted in accordance with the terms of the Merger Agreement into Merida’s Common Stock at Closing Affiliates of the Sponsor and of certain directors of Merida purchased Notes in an aggregate principal amount of $15 million. The aggregate principal amount of, and all accrued unpaid interest on, the Notes will be converted, in accordance with the terms of the Note Purchase Agreement, into shares of Leafly Common Stock immediately prior to the Initial Merger, and as part of the Initial Merger will be converted into New Leafly Common Stock. The Sponsor is also entitled to reimbursement of out-of-pocket expenses incurred on behalf of Merida. As of September 30, 2021, there were no reimbursable expenses outstanding. There are no fees payable to the Sponsor’s affiliates upon consummation of the Business Combination.

UPDATE TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The section entitled “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 153 of the Proxy Statement/Prospectus/Consent Solicitation Statement is replaced with the disclosure below.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Unless otherwise specified, numbers in this section are presented in thousands, except for per share numbers, conversion ratios and percentages.

Introduction

The following unaudited pro forma condensed combined financial information is presented to aid you in your analysis of the financial aspects of the Business Combination. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.”

Merida is a blank check company incorporated in Delaware on June 20, 2019. Merida was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more operating businesses or entities. As of September 30, 2021, Merida had $130,204 in its trust account.

Leafly was founded in 2010 and has grown into a leading marketplace and information resource platform. Leafly offers a deep library of content, including detailed information about cannabis strains, retailers and current events. Leafly is a trusted destination to discover legal cannabis products and order them from licensed retailers. Leafly offers subscription-based products and digital advertising used by over 7,800 cannabis brands and 4,600 retailers (the preceding two numbers are not presented in thousands). The company is headquartered in Seattle, Washington.

The unaudited pro forma condensed combined balance sheet as of September 30, 2021 combines the historical balance sheet of Merida and the historical balance sheet of Leafly on a pro forma basis as if the Business Combination and the related transactions contemplated by the Merger Agreement, summarized below, had been consummated on September 30, 2021. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2021 and for the year ended December 31, 2020, combines the historical statements of operations of Merida and Leafly for such periods on a pro forma basis as if the Business Combination and the transactions contemplated by the Merger Agreement, summarized below, had been consummated on January 1, 2020, the beginning of the earliest period presented.

The pro forma condensed combined financial information may not be useful in predicting the future financial condition and results of operations of Leafly. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

The historical financial information of Merida was derived from the unaudited and audited financial statements of Merida as of and for the nine months ended September 30, 2021, and for the year ended December 31, 2020, which are included elsewhere in this proxy statement/prospectus/consent solicitation statement. The historical financial information of Leafly was derived from the unaudited and audited consolidated financial statements of Leafly as of and for the nine months ended September 30, 2021, and for the year ended December 31, 2020, which are included elsewhere in this proxy statement/prospectus/consent solicitation statement. This information should be read together with Merida’s and Leafly’s unaudited and audited financial statements and related notes, the sections titled “Other Information Related to Merida — Merida’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Leafly’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this proxy statement/prospectus/consent solicitation statement.

Accounting for the Transactions

The Business Combination will be accounted for as a reverse recapitalization, in accordance with GAAP. Under this method of accounting, Merida will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of Leafly issuing stock for the net assets of Merida, accompanied by a recapitalization. The net assets of Merida will be stated at historical cost, with no goodwill or other intangible assets recorded.

Leafly has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances under both the minimum and maximum redemption scenarios:

• Without including the effect of outstanding warrants, options, the Earnout Shares, or any further financing of Merida or Leafly, immediately after the closing of the Business Combination, Leafly’s existing securityholders will have the greatest voting interest in New Leafly under the no redemption and maximum possible redemption scenarios with approximately 76% and 85% voting interest, respectively;

• Leafly will have the ability to nominate the majority of the members of the board of directors of New Leafly following the Closing; and

• Leafly’s senior management will be the senior management of New Leafly.

The unaudited pro forma condensed combined financial information has been prepared using the following assumptions: (a) Leafly’s capitalization at the closing of the Business Combination will be consistent with Leafly’s estimates as of September 30, 2021 assuming the Business Combination closes in the first quarter of 2022, (b) the Exchange Ratio will equal 0.3271 (estimated as of September 30, 2021 assuming the Business Combination closes in the first quarter of 2022) and (c) no inclusion of the effect of any future grants of warrants, post-Business Combination grants of options, the issuance of Earnout Shares, or any further financing of Merida or Leafly. Additionally, the unaudited pro forma condensed combined financial information has been prepared using the following assumptions with respect to the potential redemption into cash of Common Stock:

• Assuming No Redemptions: This presentation assumes that no additional Merida public stockholders exercise the right to have their public shares redeemed for a pro rata share of the trust account (after giving effect to the redemption of 3,927 shares of Common Stock by holders who exercised their right to redeem their shares in connection with the submission of a proposal to extend the date by which Merida has to consummate a business combination).

• Assuming Maximum Redemptions: This presentation assumes that public stockholders holding an aggregate of 8,412 shares of Common Stock exercise redemption rights with respect to their public shares, and assumes that all Public Shares, other than the 4,590 Public Shares that public stockholders have agreed not to redeem pursuant to the Non-Redemption Agreements, the Share Transfer, Non-Redemption and Forward Purchase Agreements and the Additional Non-Redemption and Forward Purchase Agreements, are redeemed.

The following summarizes the pro forma shares of New Leafly Common Stock issued and outstanding immediately after the Business Combination, presenting the two redemption scenarios:

	Pro Forma Combined Assuming No Redemptions (Shares)	%	Pro Forma Combined Assuming Maximum Redemptions (Shares)(1)	%
Merida public stockholders(2)	9,104	19.8	4,582	11.1
Merida Initial Stockholders (including Sponsor and EarlyBirdCapital)(3)	1,664	3.6	1,664	4.0
Merida convertible noteholders	38	0.0	38	0.1
Total Merida	10,806	23.5	6,284	15.2
Leafly existing securityholders(4)	35,128	76.5	35,128	84.8
Weighted average shares outstanding, basic and diluted – pro forma	45,934	100.0	41,412	100.0

____________

(1) Amount represents the maximum redemption scenario whereby public stockholders holding an aggregate of 8,412 shares of Common Stock exercise redemption rights with respect to their public shares.

(2) Includes an aggregate of 31 sponsor shares to be transferred by Sponsor to public stockholders pursuant to the Non-Redemption Agreements, the Share Transfer, Non-Redemption and Forward Purchase Agreements.

(3) This row assumes no sponsor shares will be forfeited pursuant to the Sponsor Agreement. Additionally, this row assumes that (a) of the 3,250 sponsor shares currently held by Sponsor, 1,625 sponsor shares (equal to 50% of the 3,250 sponsor shares issued to sponsor prior to Merida’s initial public offering) will vest upon the closing of the Mergers and (b) all 120,000 Representative Shares vest upon the closing of the Mergers, (c) 31 sponsor shares will be transferred to the public stockholders pursuant to the Share Transfer, Non-Redemption and Forward Purchase Agreements and (d) 38 sponsor shares are transferred to the Note Investors pursuant to the NPA. .

(4) Amount represents 24,886 shares to be converted from Leafly Common Stock, 6,117 shares to be converted from Leafly Preferred Stock, and 4,125 shares to be converted from Leafly convertible notes.

Description of the Business Combination

Upon the closing of the Business Combination, Merida will assume the name “Leafly Holdings, Inc.” The aggregate consideration for the Business Combination is estimated to be $385,000 and will be payable in the form of shares of Common Stock. Pursuant to the terms of the Merger Agreement, the following shall occur at Closing:

• In the Initial Merger, Merger Sub I will merge with and into Leafly, with Leafly being the surviving entity of the Initial Merger, and immediately following the Initial Merger and as a part of the same overall transaction as the Initial Merger, in the Final Merger Leafly will merge with and into Merger Sub II, with Merger Sub II being the surviving entity of the Final Merger and a fully-owned subsidiary of Merida;

• the conversion of Leafly Convertible Promissory Notes to Leafly Common Stock immediately prior to the Closing in accordance with the Leafly Charter and then 12,611 shares of New Leafly Common Stock at the Closing in accordance with the Merger Agreement; and

• the conversion of 18,702 shares of Leafly Preferred Stock to 6,117 shares of New Leafly Common Stock at the Closing in accordance with the Merger Agreement.

In addition and in connection with the forgoing:

• Pursuant to the NPA, Merida will issue $30,000 in aggregate principal amount of New Notes, immediately prior to the closing of the Business Combination. The New Notes will bear interest at a rate of 8.00% per annum, paid in cash semi-annually in arrears on July 31 and January 31 of each year, and will mature on the Maturity Date of January 31, 2025. The New Notes are convertible into approximately 2,400 shares of New Leafly Common Stock at an initial conversion rate of .08 shares of New Leafly Common Stock per $1 principal amount of New Notes and 0.08 shares of New Leafly Common Stock per $1 amount of accrued and unpaid interest, if any, thereon, subject to adjustment for customary events prior to the Maturity Date (the “Conversion Rate”) which is equivalent to an initial conversion price of $12.50 per share (such conversion price not in thousands). Conversion of the New Notes, together with any accrued and unpaid interest, if any, at the time of conversion will be settled in shares of New Leafly Common Stock. In addition, pursuant to the NPA, the Sponsor agreed to transfer, for no additional consideration, 38 sponsor shares and 300 Private Warrants to the Note Investors.

• Pursuant to the Share Transfer, Non-Redemption and Forward Purchase Agreements, the Public Stockholders party thereto agreed not to seek redemption of up to 1,400 Public Shares in connection with the special meeting. The Share Transfer, Non-Redemption and Forward Purchase Agreements additionally provide that, immediately after the closing of the transactions contemplated by the Merger Agreement, the Sponsor will transfer to the Public Stockholders an aggregate of 1 sponsor shares beneficially owned by it (or its designees) for every 45 Public Shares not redeemed by the Public Stockholders at the special meeting and held at the closing.

• Pursuant to the Additional Non-Redemption and Forward Purchase Agreements, the Public Stockholders party thereto agreed not to seek redemption of up to 2,600 Public Shares in connection with the special meeting.

• Further, pursuant to the Non-Redemption Agreements, the Share Transfer, Non-Redemption and Forward Purchase Agreements and the Additional Non-Redemption and Forward Purchase Agreements, the Company has agreed to deposit in escrow, $40,430 of cash released from the trust.

The following unaudited pro forma condensed combined balance sheet as of September 30, 2021 and the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2021 and for the year ended December 31, 2020 are based on the historical financial statements of Merida and Leafly. The unaudited pro forma adjustments are based on information currently available, and assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF SEPTEMBER 30, 2021

	Historical						Assuming No Redemption							Assuming Maximum Possible Redemption
(in thousands)	MCMJ			Leafly			Transaction Accounting Adjustments				Pro Forma Combined			Transaction Accounting Adjustments				Pro Forma Combined
Assets
Current assets:
Cash and cash equivalents	$	101		$	33,104		$	64,784		a,b,d	$	97,989		$	19,845		a,b,d	$	53,050
Accounts receivable, net		—			2,166			—				2,166			—				2,166
Prepaid expenses and other current assets		233			3,485			(2,681	)	b		1,037			(2,681	)	b		1,037
Restricted cash		—			142			40,430		a		40,572			40,430		a		40,572
Total current assets		334			38,897			102,533				141,764			57,594				96,825
Cash and marketable securities held in trust account		130,203			—			(130,203	)	a,c,e		—			(130,203	)	a,c,e		—
Property and equipment, net		—			323			—				323			—				323
Deposits and other assets		—			82			—				82			—				82
Total assets	$	130,537		$	39,302		$	(27,670	)		$	142,169		$	(72,609	)		$	97,230

Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	265		$	3,182		$	(2,172	)	b	$	1,275		$	(2,172	)	b	$	1,275
Accrued expenses		—			6,396			(711	)	d		5,685			(711	)	d		5,685
Related party payables		417			24			(417	)	c		24			(417	)	c		24
Deferred revenue		—			2,179			—				2,179			—				2,179
Total current liabilities		682			11,781			(3,300	)			9,163			(3,300	)			9,163
Other liabilities		7,229			—			2,248		i		9,477			2,248		i		9,477
Convertible promissory notes		—			31,353			(2,894	)	d		28,459			(2,894	)	d		28,459
Total liabilities		7,911			43,134			(3,946	)			47,099			(3,946	)			47,099

Redeemable common stock		130,179			—			(130,179	)	e		—			(130,179	)	e		—

Stockholders’ equity
Series A preferred stock		—			2			(2	)	f		—			(2	)	f		—
Common stock		—			8			—		e,f,g		8			—		e,f,g		8
Additional paid-in-capital		—			60,784			100,920				161,704			55,981				116,765
Accumulated deficit		(7,553	)		(64,626	)		5,537				(66,642	)		5,537				(66,642	)
Total stockholders’ equity		(7,553	)		(3,832	)		106,455				95,070			61,516				50,131
Total liabilities and stockholders’ equity	$	130,537		$	39,302		$	(27,670	)		$	142,169		$	(72,609	)		$	97,230

Following is detail of the adjustments to additional paid-in capital and accumulated deficit:

	Historical		Assuming No Redemption				Assuming Maximum Possible Redemption
(in thousands)	MCMJ	Leafly	Transaction Accounting Adjustments			Pro Forma Combined	Transaction Accounting Adjustments			Pro Forma Combined
Additional paid-in-capital
Transaction costs			(15,263	)	b		(15,263	)	b
Conversion of convertible notes			32,180		d		32,180		d
Warrants and shares transferred to New Notes holders			924		d		924		d
Derivative liability for Share Transfer, Non-Redemption and Forward Purchase Agreements and the Additional Non-Redemption and Forward Purchase Agreements			(2,248	)	i		(2,248	)	i
Reclass of Merida redeemable stock			90,860		e		45,921		e
Conversion of Leafly Preferred Stock and Leafly Common Stock			4		f,g		4		f,g
Reclass of Merida’s historical accumulated deficit			(7,553	)	h		(7,553	)	h
Acceleration of CEO options			2,016		aa		2,016		aa
Total additional paid-in capital			100,920				55,981
Accumulated deficit
Reclass Merida’s historical accumulated deficit			7,553		h		7,553		h
Acceleration of CEO options			(2,016	)	aa		(2,016	)	aa
Total accumulated deficit			5,537				5,537

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

	Historical						Assuming No Redemption							Assuming Maximum Possible Redemption
(in thousands, except per share amounts)	MCMJ			Leafly			Transaction Accounting Adjustments				Pro Forma Combined			Transaction Accounting Adjustments				Pro Forma Combined
Revenue	$	—		$	30,959		$	—			$	30,959		$	—			$	30,959
Cost of revenue					3,564			—				3,564			—				3,564
Gross margin		—			27,395			—				27,395			—				27,395

Operating expenses:
Sales and marketing		—			13,148			—				13,148			—				13,148
Product development		—			9,905			—				9,905			—				9,905
General and administrative		953			10,485			(45	)	bb		11,393			(45	)	bb		11,393
Total operating expenses		953			33,538			(45	)			34,446			(45	)			34,446
Loss from operations		(953	)		(6,143	)		45				(7,051	)		45				(7,051	)
Interest income (expense), net and unrealized gain		28			(698	)		(1,217	)	cc,dd		(1,887	)		(1,217	)	cc,dd		(1,887	)
Change in fair value of warrant liability		(3,279	)		—			—				(3,279	)		—				(3,279	)
Other expense, net		—			(39	)		—				(39	)		—				(39	)
Loss before income taxes		(4,204	)		(6,880	)		(1,172	)			(12,256	)		(1,172	)			(12,256	)
Provision for income taxes		—			—			—		ee		—			—		ee		—
Net loss	$	(4,204	)	$	(6,880	)	$	(1,172	)		$	(12,256	)	$	(1,172	)		$	(12,256	)

Net loss per share – redeemable common stock:
Weighted average shares outstanding, basic and diluted		13,002			—			(13,002	)			—			(13,002	)			—
Net loss per share, basic and diluted	$	(0.26	)	$	—		$	0.26			$	—		$	0.26			$	—

Net loss per share – common stock:
Weighted average shares outstanding, basic and diluted		3,370			75,630			(33,066	)			45,934			(37,589	)			41,412
Net loss per share, basic and diluted	$	(0.26	)	$	(0.09	)	$	0.08			$	(0.27	)	$	0.05			$	(0.30	)

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2020

	Historical						Assuming No Redemption							Assuming Maximum Possible Redemption
(in thousands, except per share amounts)	MCMJ (as Restated)			Leafly			Transaction Accounting Adjustments				Pro Forma Combined			Transaction Accounting Adjustments				Pro Forma Combined
Revenue	$	—		$	36,392		$	—			$	36,392		$	—			$	36,392
Cost of revenue		—			4,962			—				4,962			—				4,962
Gross margin		—			31,430			—				31,430			—				31,430

Operating expenses:
Sales and marketing		—			13,189			—				13,189			—				13,189
Product development		—			14,485			—				14,485			—				14,485
General and administrative		661			13,052			1,956		aa,bb		15,669			1,956		aa,bb		15,669
Total operating expenses		661			40,726			1,956				43,343			1,956				43,343
Loss from operations		(661	)		(9,296	)		(1,956	)			(11,913	)		(1,956	)			(11,913	)
Interest income (expense), net and unrealized gain		789			(637	)		(3,866	)	cc,dd		(3,714	)		(3,866	)	cc,dd		(3,714	)
Change in fair values of derivative liabilities		(1,975	)		—			66		ff		(1,909	)		66		ff		(1,909	)
Other expense, net		—			(31	)		—				(31	)		—				(31	)
Loss before income taxes		(1,847	)		(9,964	)		(5,756	)			(17,567	)		(5,756	)			(17,567	)
Provision for income taxes		(27	)		—			—		ee		(27	)		—		ee		(27	)
Net loss	$	(1,874	)	$	(9,964	)	$	(5,756	)		$	(17,594	)	$	(5,756	)		$	(17,594	)

Net loss per share – redeemable common stock:
Weighted average shares outstanding, basic and diluted		13,002			—			(13,002	)			—			(13,002	)			—
Net loss per share, basic and diluted	$	(0.11	)	$	—		$	0.11			$	—		$	0.11			$	—

Net loss per share – common stock:
Weighted average shares outstanding, basic and diluted		3,370			76,431			(33,867	)			45,934			(38,389	)			41,412
Net loss per share, basic and diluted	$	(0.11	)	$	(0.13	)	$	(0.14	)		$	(0.38	)	$	(0.18	)		$	(0.42	)

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Unless otherwise specified, numbers in this section are presented in thousands, except for per share numbers, conversion ratios and percentages.

1. Basis of Presentation

The Business Combination will be accounted for as a reverse recapitalization, in accordance with GAAP. Under this method of accounting, Merida will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of Leafly issuing stock for the net assets of Merida, accompanied by a recapitalization. The net assets of Merida will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Leafly.

The unaudited pro forma condensed combined balance sheet as of September 30, 2021 assumes that the Business Combination occurred on September 30, 2021. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2021 and for the year ended December 31, 2020 gives pro forma effect to the Business Combination as if it had been completed on January 1, 2020. These periods are presented on the basis of Leafly as the accounting acquirer.

The unaudited pro forma condensed combined balance sheet as of September 30, 2021 has been prepared using, and should be read in conjunction with, the following:

• Merida’s unaudited balance sheet as of September 30, 2021 and the related notes for the period ended September 30, 2021, included elsewhere in this proxy statement/prospectus/consent solicitation statement;

• Leafly’s unaudited balance sheet as of September 30, 2021 and the related notes for the period ended September 30, 2021, included elsewhere in this proxy statement/prospectus/consent solicitation statement.

The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2021 has been prepared using, and should be read in conjunction with, the following:

• Merida’s unaudited statement of operations for the nine months ended September 30, 2021 and the related notes, included elsewhere in this proxy statement/prospectus/consent solicitation statement; and

• Leafly’s unaudited statement of operations for the nine months ended September 30, 2021 and the related notes, included elsewhere in this proxy statement/prospectus/consent solicitation statement.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 has been prepared using, and should be read in conjunction with, the following:

• Merida’s audited statement of operations for the year ended December 31, 2020 and the related notes, included elsewhere in this proxy statement/prospectus/consent solicitation statement; and

• Leafly’s audited statement of operations for the year ended December 31, 2020 and the related notes, included elsewhere in this proxy statement/prospectus/consent solicitation statement.

The unaudited pro forma condensed combined financial information has been prepared using the following assumptions: (a) Leafly’s capitalization at the closing of the Business Combination will be consistent with Leafly’s estimates as of September 30, 2021 assuming the Business Combination closes in the first quarter of 2022, (b) the Exchange Ratio will equal 0.3271 (estimated as of September 30, 2021 assuming the Business Combination closes in the first quarter of 2022) and (c) no inclusion of the effect of any future grants of warrants, post-Business Combination grants of options, the issuance of Earnout Shares, or any further financing of Merida or Leafly. Additionally, the unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption into cash of Common Stock:

• Assuming No Redemptions: This presentation assumes that no additional Merida public stockholders exercise the right to have their public shares redeemed for a pro rata share of the trust account (after giving effect to the redemption of 3,927 shares of Common Stock by holders who exercised their right to redeem their shares in connection with the submission of a proposal to extend the date by which Merida has to consummate a business combination).

• Assuming Maximum Redemptions: This presentation assumes that public stockholders holding an aggregate of 8,412 shares of Common Stock exercise redemption rights with respect to their public shares, and assumes that all Public Shares, other than the 4,590 Public Shares that public stockholders have agreed not to redeem pursuant to the Non-Redemption Agreements, the Share Transfer, Non-Redemption and Forward Purchase Agreements and the Additional Non-Redemption and Forward Purchase Agreements, are redeemed.

Please see “Summary of the Proxy Statement/Prospectus/Consent Solicitation Statement — Dilution Caused by Public Stockholder Redemptions” for a more detailed analysis of the various redemption scenarios.

The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Business Combination.

The pro forma adjustments reflecting the consummation of the Business Combination are based on certain currently available information and certain assumptions and methodologies that Merida believes are reasonable under the circumstances. The unaudited condensed combined pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. Merida believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of New Leafly. The unaudited pro forma condensed combined financial information should be read in conjunction with the historical financial statements and notes thereto of Merida and Leafly.

2. Accounting Policies

Upon consummation of the Business Combination, management will perform a comprehensive review of Merida’s and Leafly’s accounting policies. As a result of the review, management may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of New Leafly. Based on its initial analysis, management did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.

3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Mergers and has been prepared for informational purposes only.

Merida and Leafly are currently finalizing their accounting analysis of the New Notes, and more specifically, the analysis of the potential existence of embedded premium or derivatives that should be bifurcated from the New Notes. As a result, the adjustments to the unaudited pro forma condensed combined financial information include adjustments with respect to the issuance of the New Notes, and transfer of sponsor shares and private warrants at the time of issuance of the New Notes, with $30,000 of proceeds allocated between these instruments using the residual method, as well as the accretion of the New Notes to their par value as of the first redemption date 13 months post-issuance through entries to interest expense. However, any effect of the analysis of the potential existence of embedded premium or derivatives requiring bifurcation from the New Notes has currently been excluded from the unaudited pro forma condensed combined financial information due to the fact that the analysis has not yet been finalized. The adjustments to the unaudited pro forma condensed combined financial information reflect the best estimates of Merida and Leafly based on information currently available, and are subject to change, based on the outcome of the finalized analysis of the potential existence of embedded premium or derivatives that should be bifurcated from the New Notes. Differences between these preliminary estimates and the final accounting could be material. The excluded adjustments relate to potential non-cash expenses, the magnitude of which is currently indeterminable because a valuation would need to be performed by valuation experts if Merida and Leafly conclude that an embedded feature or features require

bifurcation. Merida and Leafly expect to finalize the analysis of the potential existence of embedded premium or derivatives that should be bifurcated from the New Notes by the time it completes is overall analysis for accounting for the Mergers and the associated accounting is audited by its auditors through New Leafly’s 2021 year-end audit, no later than the date on which it files a form with the SEC fulfilling its Form 10-K obligations, currently anticipated to be no later than March 31, 2022.

The preceding unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and the option to present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). Merida has elected to present Management’s Adjustments in addition to Transaction Accounting Adjustments in the following unaudited pro forma condensed combined financial information. Transaction Accounting Adjustments are included in the preceding Pro Forma Condensed Combined Financial Information tables, while Management’s Adjustments are included only in note 5 within these Notes to Unaudited Pro Forma Combined Financial Information.

The unaudited pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon the number of shares of New Leafly Common Stock outstanding, assuming the Business Combination occurred on January 1, 2020.

Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

The adjustments included in the unaudited pro forma condensed combined balance sheet as of September 30, 2021 are as follows:

(a) Reflects the reclassification of cash held in the Merida’s trust account that becomes available at the Closing. Amounts available to New Leafly may be reduced as a result of redemptions by Merida stockholders. Under the no redemptions scenario, the entire $90,883 (after giving effect to the redemption of 3,927 shares of Common Stock by holders who exercised their right to redeem their shares in connection with the submission of a proposal to extend the date by which Merida has to consummate a business combination) held in trust is released to cash. Under a scenario of maximum redemptions by Merida stockholders, $45,946 is released to cash. In any case, at the Closing, $40,430 of cash released from the trust will be deposited in escrow in accordance with the Non-Redemption Agreements, the Share Transfer, Non-Redemption and Forward Purchase Agreements and the Additional Non-Redemption and Forward Purchase Agreements and classified as restricted cash.

(b) Reflects the settlement at Closing of $15,263 of estimated costs direct and incremental to the transaction. Of the total, $2,681 had been recorded as of September 30, 2021, with $510 having been paid, and $12,582 had not been recorded as of September 30, 2021. These amounts will be reclassified (those already recorded) or booked (those not yet recorded) to additional paid in capital at Closing.

(c) Reflects the settlement of amounts due from Merida to its Sponsor upon the Closing.

(d) Reflects the conversion of $31,470 principal of Leafly convertible promissory notes, plus $711 of interest accrued at September 30, 2021, which convert to Leafly Preferred Stock and then to New Leafly Common Stock automatically upon the Closing.

Also reflects the issuance of $30,000 principal of New Notes and estimated associated debt issuance costs. Pursuant to the NPA, Merida will issue $30,000 in aggregate principal amount of New Notes, immediately prior to the closing of the Business Combination. The New Notes will bear interest at a rate of 8.00% per annum, paid in cash semi-annually in arrears on July 31 and January 31 of each year, and will mature on January 31, 2025 (the “Maturity Date”). The New Notes are convertible into approximately 2,400 shares of New Leafly Common Stock at an initial conversion rate of .08 shares of New Leafly Common Stock per $1 principal amount of New Notes and 0.08 shares of New Leafly Common Stock per $1 amount of accrued and unpaid interest, if any, thereon, subject to adjustment for customary events prior to the Maturity Date, which is equivalent to an initial conversion price of $12.50 per share (such conversion price not in thousands). Conversion of the New Notes, together with any accrued and unpaid interest, if any, at

the time of conversion will be settled in shares of New Leafly Common Stock. In addition, pursuant to the NPA, the Sponsor agreed to transfer, for no additional consideration, 38 sponsor shares and 300 Private Warrants to the Note Investors. The value of these transfers is recorded as a reduction of convertible promissory notes.

(e) Reflects the reclassification of Merida’s Common Stock subject to possible redemption to permanent equity at $0.0001 par value. Under a maximum redemption scenario, 8,412 shares of Merida’s Common Stock will be redeemed and 4,658 shares of Merida’s Common Stock will remain outstanding as non-redeemable New Leafly Common Stock, and will be reclassified to permanent equity. Under a no redemption scenario, 9,142 shares of Merida’s Common Stock remain outstanding as non-redeemable New Leafly Common Stock (after giving effect to the redemption of 3,927 shares of Common Stock by holders who exercised their right to redeem their shares in connection with the submission of a proposal to extend the date by which Merida has to consummate a business combination and the 31 Founder Shares to be transferred to the public stockholders pursuant to the Share Transfer, Non-Redemption and Forward Purchase Agreements.

(f) Reflects the conversion of 18,702 shares of Leafly Preferred Stock to 6,117 shares New Leafly Common Stock at the Closing in accordance with the Merger Agreement.

(g) Reflects the recapitalization of Leafly’s equity and issuance of New Leafly Common Stock as consideration for the Mergers. Aggregate consideration to be paid in the Mergers is calculated based on an enterprise value of $385,000, with further adjustments in accordance with the terms of the Merger Agreement. The total Merger Consideration will be apportioned between cash and New Leafly Common Stock as follows: (i) each issued and outstanding share of Leafly Common Stock (including shares of Leafly Common Stock issued upon conversion of the Notes) will be automatically converted into the right to receive a number of Merger Shares equal to the Exchange Ratio and (ii) each issued and outstanding share of Leafly Preferred Stock will be automatically converted into the right to receive a number of Merger Shares equal to the Exchange Ratio multiplied by the number of shares of Leafly Common Stock issuable upon conversion of such shares of Leafly Preferred Stock.

The Leafly shareholders described above are expected to receive 35,128 shares of New Leafly Common Stock and New Leafly would receive $90,883 in cash from Merida’s trust account in the no-redemption scenario (after giving effect to the redemption of 3,927 shares of Common Stock by holders who exercised their right to redeem their shares in connection with the submission of a proposal to extend the date by which Merida has to consummate a business combination). Under a maximum redemption scenario, the Leafly shareholders describe above are expected to receive the same amount of shares and New Leafly would receive $45,946 in cash. However, as described in footnote (a), at the Closing, $40,430 of cash released from the trust will be deposited in escrow in accordance with the Non-Redemption Agreements, the Share Transfer, Non-Redemption and Forward Purchase Agreements and the Additional Non-Redemption and Forward Purchase Agreements and classified as restricted cash.

Additionally, the Leafly shareholders described above and Participants combined will receive on a pro rata basis a portion of up to 6,000 restricted shares of New Leafly Common Stock that will vest if New Leafly achieves certain earnout thresholds prior to the third anniversary of the Closing. These shares are excluded from the pro forma balance sheet adjustments because the shares are subject to forfeiture as of the Closing. See “Proposal No. 1 — The Business Combination Proposal — Structure of the Mergers — Consideration to Leafly Securityholders and Earnout Plan Participants” for more details.

(h) Reflects the reclassification of Merida’s historical retained earnings to additional paid in capital as part of the Mergers.

(i) Reflects the recording of the fair value of derivative liabilities for the put options embedded within the Share Transfer, Non-Redemption and Forward Purchase Agreements and Additional Non-Redemption and Forward Purchase Agreements.

Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations

The pro forma adjustments included in the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2020 and for the nine months ended September 30, 2021 are as follows:

(aa) Reflects $2,016 of stock-based compensation expense for the vesting of 50% of the CEO’s “Liquidity Event Option,” assuming the vesting occurs immediately prior to close of the Mergers. See further discussion of the terms of these option awards in “Executive and Director Compensation of Leafly — 2020 Compensation of Named Executive Officers — Option Awards — Option Award Granted to Yoko Miyashita.”

(bb) Reflects the elimination of the Merida administrative service fee paid to the Sponsor that will cease upon the close of the Mergers.

(cc) Reflects the elimination of interest income earned on Merida’s trust account due to the release of trust funds to cash or the reduction in trust funds due to the redemption of redeemable stock.

(dd) Reflects the elimination of $636 and $711, respectively, of interest expense on Leafly’s outstanding convertible promissory notes that will convert to stock upon the close of the Mergers. Also reflects the addition of $3,713 and $1,900, respectively, of interest expense on the New Notes that will be issued upon the close of the Mergers, including accretion of $1,313 and $112, respectively.

(ee) Reflects the income tax effect of pro forma adjustments using the estimated effective tax rate of 0%. In their historical periods, Leafly and Merida concluded that it is more likely than not that they will not recognize the benefits of federal and state net deferred tax assets and as a result established valuation allowances. For pro forma purposes, it is assumed that this conclusion will continue at and subsequent to the close date of the Mergers and as such, a 0% effective tax rate is reflected.

(ff) Reflects the estimated change in fair value of the derivative liability for the shareholder agreements discussed in footnote (i) above, over their three month term.

4. Loss per Share

Net loss per share calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combination, assuming the shares were outstanding since January 1, 2020. As the Business Combination and related equity transactions are being reflected as if they had occurred at the beginning of the periods presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable relating to the Business Combination have been outstanding for the entirety of all periods presented. If the maximum number of shares are redeemed, this calculation is retroactively adjusted to eliminate such shares for the entire period.

The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of redemption into cash of Common Stock for the nine months ended September 30, 2021 and for the year ended December 31, 2020:

	For the Nine Months Ended September 30, 2021						For the Year Ended December 31, 2020
	Assuming No Redemption			Assuming Maximum Possible Redemption			Assuming No Redemption			Assuming Maximum Possible Redemption
Pro forma net loss	$	(12,256	)	$	(12,256	)	$	(17,594	)	$	(17,594	)
Weighted average shares outstanding, basic and diluted		45,934			41,412			45,934			41,412
Net loss per share, basic and diluted	$	(0.27	)	$	(0.30	)	$	(0.38	)	$	(0.42	)

The following table provides details of the weighted average shares outstanding included in both periods presented in the table above:

	For the Nine Months Ended September 30, 2021 and Year Ended December 31, 2020
	Assuming No Redemption	Assuming Maximum Possible Redemption(1)
Merida public stockholders(2)	9,104	4,582
Merida Initial Stockholders (including Sponsor and EarlyBirdCapital)(3)	1,664	1,664
Merida convertible noteholders	38	38
Total Merida	10,806	6,284
Leafly existing securityholders(4)	35,128	35,128
Weighted average shares outstanding, basic and diluted – pro forma	45,934	41,412

____________

(1) Amount represents the maximum redemption scenario whereby public stockholders holding an aggregate of 8,412 shares of Common Stock exercise redemption rights with respect to their public shares.

(2) Includes an aggregate of 31 sponsor shares to be transferred by Sponsor to public stockholders pursuant to the Non-Redemption Agreements, the Share Transfer, Non-Redemption and Forward Purchase Agreements.

(3) This row assumes no sponsor shares will be forfeited pursuant to the Sponsor Agreement. Additionally, this row assumes that (a) of the 3,250 sponsor shares currently held by Sponsor, 1,625 sponsor shares (equal to 50% of the 3,250 sponsor shares issued to sponsor prior to Merida’s initial public offering) will vest upon the closing of the Mergers and (b) all 120,000 Representative Shares vest upon the closing of the Mergers, (c) 31 sponsor shares will be transferred to the public stockholders pursuant to the Share Transfer, Non-Redemption and Forward Purchase Agreements and (d) 38 sponsor shares are transferred to the Note Investors pursuant to the NPA.

(4) Amount represents 24,886 shares to be converted from Leafly Common Stock, 6,117 shares to be converted from Leafly Preferred Stock, and 4,125 shares to be converted from Leafly convertible notes.

The following potentially dilutive outstanding securities were excluded from the pro forma weighted average shares outstanding because they are not participating securities and their effect would have been anti-dilutive, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by September 30, 2021:

	For the Nine Months Ended September 30, 2021 and Year Ended December 31, 2020
	Assuming No Redemption		Assuming Maximum Possible Redemption
Earnout Shares	6,000	(1)	6,000	(1)
Merida private placement and public Warrants	10,451	(2)	10,451	(2)
Merida sponsor shares and Representative Shares that will be subject to earnout	1,625	(3)	1,625	(3)
Shares subject to potential conversion of the New Notes	2,400	(4)	2,400	(4)
Shares subject to outstanding Leafly stock options	3,643	(5)	3,643	(5)
Total potentially dilutive securities	24,119		24,119

____________

(1) Up to 6,000 shares of Common Stock may be issuable to Leafly securityholders and Participants in respect of the Earnout Shares. We cannot predict whether or to what extent any or all of the Earnout Shares will be issued.

(2) Amount represents 10,451 Warrants outstanding at September 30, 2021.

(3) Amount represents the 50% of sponsor shares that will be subject to forfeiture per the conditions described under “Proposal No. 1 — The Business Combination Proposal — Related Agreements” if the Business Combination closes.

(4) This amount represents 2,400 shares of New Leafly Common Stock potentially issuable upon conversion of the New Notes. The New Notes are convertible into shares of New Leafly Common Stock at an initial conversion rate of 0.08 shares of New Leafly Common Stock per $1 principal amount of New Notes and 0.08 shares of New Leafly Common Stock per $1 amount of accrued and unpaid interest, if any, thereon, subject to adjustment for customary events prior to the Maturity Date, which is equivalent to an initial conversion price of $12.50 per share (such conversion price not in thousands). Conversion of the

UPDATE TO RISK FACTORS

The section titled “Risk Factors” beginning on page 51 of the Proxy Statement/Prospectus/Consent Solicitation Statement is supplemented with the disclosure below, except that the Risk Factor entitled “The public stockholders will experience dilution as a consequence of the issuance of Common Stock as consideration in the Business Combination and may experience dilution from several additional sources in connection with and after the Business Combination. Having a minority share position may reduce the influence that the public stockholders have on the management of New Leafly” beginning on page 93 of the Proxy Statement/Prospectus/Consent Solicitation Statement is replaced with the disclosure below under the appropriate risk factor heading.

The public stockholders will experience dilution as a consequence of the issuance of Common Stock as consideration in the Business Combination and may experience dilution from several additional sources in connection with and after the Business Combination. Having a minority share position may reduce the influence that the public stockholders have on the management of New Leafly.

The issuance of additional shares of Common Stock in the Business Combination will dilute the equity interests of the public stockholders and may adversely affect prevailing market prices for the public shares and Warrants. The public stockholders who do not redeem their Public Shares may experience dilution from several additional sources to varying degrees in connection with and after the Business Combination, including in each of the following instances:

• Approximately 38,500,000 shares of New Leafly Common Stock may be issued to Leafly securityholders (assuming that all outstanding stock options of Leafly are fully vested and exercised on a net exercise basis) as consideration in the Business Combination, valued at $10.00 per share. This represents approximately 78.1% of the number of shares of New Leafly Common Stock that will be outstanding following the consummation of the Business Combination (assuming no public stockholders exercise redemption rights with respect to their public shares, referred to herein as the “no redemption scenario”) or 85.9% of the number of shares of New Leafly Common Stock that will be outstanding following the consummation of the Business Combination (assuming that (i) the public stockholders redeem 8,411,551 shares of Common Stock (including the 3,927,435 shares of Common Stock that were redeemed in connection with Merida’s submission of proposals to extend the date by which Merida has to consummate a business combination), referred to herein as the “maximum redemption scenario,” (ii) 1,625,194 sponsor shares vest pursuant to the Stock Escrow Agreement at Closing, and (iii) the Sponsor purchases 1,000,000 shares of Common Stock pursuant to the Financing Commitment).

• Up to 6,000,000 shares of New Leafly Common Stock may be issuable to Leafly securityholders and Participants in respect of the Earnout Shares. Assuming all Earnout Shares are issued, the Earnout Shares issuable to Leafly securityholders and Participants as consideration in the Business Combination represent approximately 11.6% or 12.6% of the remaining number of shares of New Leafly Common Stock that may be outstanding following the consummation of the Business Combination (provided, that 6,000,000 Earnout Shares are included in the number of shares of New Leafly Common Stock that may be outstanding following the consummation of the Business Combination for the purposes of calculating this percentage, and no shares from other Additional Dilution Sources are included, consistent with the presentation in the Redemption Sensitivity Analysis Table below), assuming the no redemption scenario and the maximum redemption scenario, respectively. We cannot predict whether or to what extent any or all of the Earnout Shares will be issued.

• An aggregate of 10,451,087 Warrants will be outstanding following the Business Combination. The shares of Common Stock underlying the Warrants represent approximately 18.54% of the fully-diluted number of shares of New Leafly Common Stock immediately following the consummation of the Business Combination (provided, that the 10,451,087 shares of Common Stock underlying the Warrants are included in the number of shares of New Leafly Common Stock that may be outstanding following the consummation of the Business Combination for the purposes of calculating this percentage, and no shares from other Additional Dilution Sources are included, consistent with the presentation in the Redemption Sensitivity Analysis Table below), assuming the no redemption scenario and the maximum redemption scenario, respectively.

• New Leafly will reserve approximately 10% and 2.5% of the number of outstanding shares of New Leafly Common Stock on a fully diluted basis (as of immediately following the Business Combination) pursuant to the 2021 Plan and the ESPP, respectively. The granted awards, when vested and settled or exercisable, may result in the issuance of additional shares up to the amount of the share reserve under the 2021 Plan and the ESPP, respectively.

• New Leafly may determine, subject to the receipt of any stockholder or stock exchange approvals that may be required, to issue additional shares of New Leafly Common Stock or other equity securities of equal or senior rank in connection with privately negotiated transactions following the consummation of the Business Combination.

• Up to approximately 2,400,000 shares of Common Stock are issuable in respect of conversion of the New Notes. Pursuant to the NPA, Merida will issue the New Notes to the Note Investors in an aggregate principal amount of $30,000,000 immediately prior to the closing of the Business Combination. The New Notes are convertible into approximately 2,400,000 shares of New Leafly Common Stock at an initial conversion rate of 80 shares of New Leafly Common Stock per $1,000 principal amount of New Notes and 80 shares of New Leafly Common Stock per $1,000 amount of accrued and unpaid interest, if any, thereon, subject to adjustment for customary events prior to the Maturity Date (the “Conversion Rate”), which is equivalent to an initial conversion price of $12.50 per share. Conversion of the New Notes, together with any accrued and unpaid interest, if any, at the time of conversion will be settled in shares of New Leafly Common Stock.

Depending on the number of public stockholders that exercise their redemption rights, the remaining public stockholders will be subject to varying levels of dilution. In each of the no redemption, illustrative redemption and contractual maximum redemption scenarios as described below, the residual equity value owned by non-redeeming stockholders, taking into account the respective redemption amounts, is assumed to remain the deemed value of $10.00 per share as illustrated in the Redemption Sensitivity Analysis Table below. As a result of such redemption amounts and the assumed $10.00 per share value, the implied total equity value of New Leafly, assuming no dilution from any Additional Dilution Sources, would be (i) $459,340,440 in the no redemption scenario, (ii) $436,919,855 in the illustrative redemption scenario and (iii) $414,499,270 in the contractual maximum redemption scenario. Additionally, the Redemption Sensitivity Analysis Table below sets forth the potential additional dilutive impact of each of the Additional Dilution Sources in each redemption scenario, as described further in Notes 9 through 18 below.

Redemption Sensitivity Analysis Table

Holders	No Redemption Scenario(1)		% of Total		Illustrative Redemption Scenario(2)		% of Total		Contractual Maximum Redemption Scenario(3)		% of Total
Public Stockholders(4)		9,104,920	19.8	%		6,862,862	15.7	%		4,620,803	11.1	%
Merida Initial Stockholders (including Sponsor and EarlyBirdCapital)(5)		1,663,891	3.6	%		1,663,891	3.8	%		1,663,891	4.0	%
Note Investors(6)		37,500	0.1	%		37,500	0.1	%		37,500	0.1	%
Leafly Securityholders(7)		35,127,733	76.5	%		35,127,733	80.4	%		35,127,733	84.7	%
Total Shares Outstanding Excluding Unvested Shares, Earnout Shares and Warrants		45,934,044	100	%		43,691,986	100	%		41,449,927	100	%
Total Equity Value Post-Redemptions	$	459,340,440			$	436,919,855			$	414,499,270
Per Share Value	$	10.00			$	10.00			$	10.00

Additional Dilution Sources(8)(9)	No Redemption Scenario(1)	% of Total(10)		Illustrative Redemption Scenario(2)	% of Total(10)		Contractual Maximum Redemption Scenario(3)	% of Total(10)
Earnout Shares(10)	6,000,000	11.6	%	6,000,000	12.1	%	6,000,000	12.6	%
New Leafly Stock Options(11)	3,642,563	7.3	%	3,642,563	7.7	%	3,642,563	8.1	%
Merida Warrants
Warrants(12)	6,500,776	12.4	%	6,500,776	13.0	%	6,500,776	13.6	%
Private Warrants(13)	3,950,311	8.0	%	3,950,311	8.4	%	3,950,311	8.8	%
Equity Incentive Plans
2018 Plan(14)	193,634	0.4	%	193,634	0.4	%	193,634	0.5	%
2021 Plan(15)	4,977,024	9.8	%	4,752,818	9.8	%	4,524,862	9.8	%
ESPP(16)	1,244,256	2.6	%	1,188,205	2.6	%	1,131,216	2.7	%
New Notes Shares(17)	2,400,000	5.0	%	2,400,000	5.2	%	2,400,000	5.5	%
Sponsor Shares Subject to Vesting(18)	1,625,194	3.4	%	1,625,194	3.6	%	1,625,194	3.8	%
Total Additional Dilutive Sources(19)	30,533,758	39.9	%	30,253,501	40.9	%	29,968,556	42.0	%