Item 5.03. Amendments to Articles of Incorporation or Bylaws.
The information included in Item 5.07 is incorporated by reference into this
item to the extent required.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On October 29, 2021, Merida Merger Corp. I ("Merida") held a special meeting of
stockholders ("Meeting"). An aggregate of 13,095,256 shares of Merida's common
stock, which represents a quorum of the outstanding common stock entitled to
vote as of the record date of September 24, 2021, were represented in person or
by proxy at the Meeting.
Merida's stockholders voted on the following proposal at the Meeting, which was
approved:
(1) Proposal No. 1 - The Extension Amendment Proposal - a proposal to amend
Merida's amended and restated certificate of incorporation to extend the date by
which Merida has to consummate a business combination from November 7, 2021 to
December 31, 2021. The following is a tabulation of the votes with respect to
this proposal, which was approved by Merida's stockholders:
For Against Abstain Broker Non-Votes
12,944,011 137,311 13,934 0
Holders of an aggregate of 1,389,867 shares of Merida's common stock exercised
their right to redeem their shares for an aggregate of approximately $13.9
million in cash.
Following the Meeting, Merida filed an amendment to its amended and restated
certificate of incorporation with the Secretary of State of the State of
Delaware. A copy of the amendment is attached hereto as Exhibit 3.1.
Additional Information and Where to Find It
As previously announced, Merida entered into an Agreement and Plan of Merger
(the "Merger Agreement"), dated as of August 9, 2021 and amended on September 8,
2021, by and among Merida, Merida Merger Sub, Inc., a Washington corporation and
wholly-owned subsidiary of Merida, Merida Merger Sub II, LLC, a Washington
limited liability company and wholly-owned subsidiary of Merida, and Leafly
Holdings, Inc., a Washington corporation ("Leafly"). Pursuant to the Merger
Agreement, among other things the parties will undertake the following
transactions (collectively, the "Transactions"): (i) First Merger Sub will merge
with and into Leafly, with Leafly surviving such merger ("First Merger"), and
(ii) immediately following the First Merger and as part of the same overall
transaction as the First Merger, Leafly will merge with and into Second Merger
Sub, with Second Merger Sub surviving such merger and being a wholly-owned
subsidiary of Merida.
In connection with the Transactions, Merida has filed with the Securities and
Exchange Commission ("SEC") a Registration Statement on Form S-4 ("Registration
Statement"). Merida plans to mail the definitive proxy
statement/prospectus/consent solicitation statement included in the Registration
Statement to its stockholders in connection with the Transactions. INVESTORS AND
SECURITYHOLDERS OF MERIDA ARE URGED TO READ THE REGISTRATION STATEMENT AND THE
PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION STATEMENT (AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED OR TO BE
FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT LEAFLY, MERIDA, THE TRANSACTIONS AND RELATED
MATTERS. Investors and securityholders will be able to obtain free copies of the
Registration Statement (when available) and other documents filed with the SEC
by Merida through the website maintained by the SEC at www.sec.gov.
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Participants in the Solicitation
Merida, Leafly, and certain of their respective directors, executive officers,
and employees may be considered to be participants in the solicitation of
proxies in connection with the Transactions. Information regarding the persons
who may, under the rules of the SEC, be deemed participants in the solicitation
of the stockholders of Merida in connection with the Transactions, including a
description of their respective direct and indirect interests, by security
holdings or otherwise, will be included in the Proxy Statement described above
when it is filed with the SEC. Additional information regarding Merida's
directors and executive officers can also be found in Merida's final prospectus
dated November 4, 2019 and filed with the SEC on November 5, 2019. These
documents are available free of charge as described above.
Cautionary Note Regarding Forward Looking Statements
This Current Report on Form 8-K and the exhibit filed herewith include
"forward-looking statements" (as defined in the Private Securities Litigation
Reform Act of 1995). Merida's and Leafly's actual results may differ from its
expectations, estimates and projections and consequently, you should not place
undue reliance on these forward-looking statements as predictions of future
events. These forward-looking statements generally are identified by the words
"aspire," "expect," "estimate," "project," "budget," "forecast," "anticipate,"
"intend," "plan," "may," "will," "will be," "will continue," "will likely
result," "could," "should," "believe(s)," "predicts," "potential," "continue,"
"future," "opportunity," "strategy," and similar expressions are intended to
identify such forward-looking statements.
These forward-looking statements are not guarantees of future performance,
conditions or results, and involve a number of known and unknown risks,
uncertainties, assumptions and other important factors, many of which are
outside Merida or Leafly management's control, that could cause actual results
to differ materially from the results discussed in the forward-looking
statements. Factors that may cause such differences include, but are not limited
to: (a) the risk that the benefits of the Transactions may not be realized; (b)
the risk that the Transactions may not be completed in a timely manner or at
all, which may adversely affect the price of Merida's securities; (c) the
failure to satisfy the conditions to the consummation of the Transactions,
including the failure of Merida's stockholders to approve and adopt the Merger
Agreement or the failure of Merida to satisfy the Minimum Cash Condition (as
defined in the Merger Agreement) following redemptions by its stockholders; (d)
the occurrence of any event, change or other circumstance that could give rise
to the termination of the Merger Agreement; (e) the outcome of any legal
proceedings that may be initiated following announcement of the Transactions;
(f) the combined company's continued listing on Nasdaq; (g) the risk that the
proposed transaction disrupts current plans and operations of Leafly as a result
of the announcement and consummation of the Transactions; (h) costs related to
the Transactions; changes in applicable laws or regulations; (i) the possibility
that the combined company may be adversely affected by other economic, business,
and/or competitive factors; (j) the impact of COVID-19 or other adverse public
health developments; and (k) other risks and uncertainties that will be detailed
in the Registration Statement and as indicated from time to time in Merida's
filings with the SEC. These filings identify and address other important risks
and uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Merida and Leafly caution that the foregoing list of factors is not exclusive.
Merida and Leafly caution readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date made. Neither Merida
nor Leafly undertake or accept any obligation or undertaking to release publicly
any updates or revisions to any forward-looking statements to reflect any change
in its expectations or any change in events, conditions or circumstances on
which any such statement is based.
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Disclaimer
This document is not a proxy statement or solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the transaction
and does not constitute an offer to sell, buy, or exchange or the solicitation
of an offer to sell, buy, or exchange any securities or the solicitation of any
vote or approval in any jurisdiction, nor shall there be any sale, purchase, or
exchange of securities or solicitation of any vote or approval in any
jurisdiction in contravention of applicable law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
10.1 Amendment to Amended and Restated Certificate of Incorporation
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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