Sec Form 13G Filing - Merida Holdings LLC filing for Leafly Holdings Inc. (LFLY) - 2020-02-13

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

 

(Amendment No. __)*

 

MERIDA MERGER CORP. I

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

58953M 106

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐

Rule 13d-1(b)

☐

Rule 13d-1(c)

☒

Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
	Merida Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		3,250,388 Shares
	6	SHARED VOTING POWER
		0 Shares
	7	SOLE DISPOSITIVE POWER
		3,250,388 Shares
	8	SHARED DISPOSITIVE POWER
		0 Shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,250,388 Shares
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	19.61%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

 

Item 1(a).

Name of Issuer:

 

Merida Merger Corp. I (“Issuer”)

 

Item 1(b.)

Address of Issuer’s Principal Executive Offices:

 

641 Lexington Avenue, 18th Floor, New York, NY 10022.

 

Item 2(a).

Name of Person Filing:

 

Merida Holdings, LLC

 

Item 2(b).

Address of Principal Business Office or, if None, Residence:

 

The address of the principal business office of each of the Reporting Persons is:

c/o Merida Merger Corp. I

641 Lexington Avenue, 18th Floor, New York, NY 10022.

 

Item 2(c).

Citizenship:

 

Merida Merger Corp. I – Delaware, United States

 

Item 2(d).

Title of Class of Securities:

 

Common Stock, par value $0.0001 per share (“Common Stock”)

 

Item 2(e).

CUSIP Number:

 

58953M 106

 

Item 3.

If This Statement is Filed Pursuant to Rules 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

 

(a)

☐

Broker or dealer registered under Section 15 of the Exchange Act;

(b)

☐

Bank as defined in Section 3(a)(6) of the Exchange Act;

(c)

☐

Insurance company as defined in Section 3(a)(19) of the Exchange Act;

(d)

☐

Investment company registered under Section 8 of the Investment Company Act;

(e)

☐

An investment adviser in accordance with Rule 13d-1(b)(ii)(E);

(f)

☐

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

☐

A parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G)

(h)

☐

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

☐

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j)

☐

A non-U.S. institution, in accordance with Rule 13d-1(b)(1)(ii)(J).

(k)

☐

Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:________________

 

 

Item 4.

Ownership.

 

(a) Amount Beneficially Owned: 3,250,388 shares of Common Stock.

 

This amount does not include 3,318,262 shares of Common Stock issuable upon the exercise of warrants held by Merida Holdings, LLC, none of which are exercisable and will not be exercisable within 60 days.

 

There are four managing members of Merida Holdings, LLC. Each managing member has one vote, and the approval of three of the four managing members is required for approval of an action of Merida Holdings, LLC. Under the so-called “rule of three”, if voting and dispositive decisions regarding an entity’s securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity’s securities. Based upon the foregoing, no individual managing member of Merida Holdings, LLC exercises voting or dispositive control over any of the securities held by Merida Holdings, LLC, even those in which he directly holds a pecuniary interest. Accordingly, none of the managing members will be deemed to have or share beneficial ownership of such shares.

 

(b) Percent of Class: 19.61%

 

(c) Number of shares as to which the person has

 

(i) Sole power to vote or direct the vote: 3,250,388

 

(ii) Shared power to vote or direct the vote: 0

 

(iii) Sole power to dispose or direct the disposition: 3,250,388

 

(iv) Shared power to dispose or direct the disposition: 0

 

Item 5.

Ownership of Five Percent or Less of a Class

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

None.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

None.

 

Item 8.

Identification and Classification of Members of the Group.

 

None.

 

Item 9.

Notice of Dissolution of Group.

 

None.

 

Item 10.

Certifications.

 

None.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 12, 2020

 

	MERIDA HOLDINGS, LLC
	By:	/s/ Peter Lee
		Name: Peter Lee
		Title: Managing Member

 

 

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