UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM ~~10-Q~~10-Q/A

(Amendment No. 1)

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30,~~March 31, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission file number: 001-39119

Leafly Holdings, Inc.

(Exact name of registrant as specified in its charter)

_____________________________


Delaware						84-2266022
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)
113 Cherry Street PMB 88154 Seattle, Washington						~~98104-2205~~98104
(Address of principal executive offices)						(Zip Code)

(206) 455-9504

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 Par Value

LFLY

The Nasdaq Stock Market LLC

Warrants, exercisable for shares of common stock

at an exercise price of $11.50 per share

LFLYW

The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.) Yes ☒ No ☐

Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ~~Exchange~~ Act). Yes ☐ No ☒

As of November 4,25, 2022, the registrant had 40,035,568 shares of common stock ($0.0001 par value) ~~outstanding, net of treasury stock.~~outstanding.

EXPLANATORY NOTE

This amendment to Form 10-Q (the “Amendment”) amends the Quarterly Report on Form 10-Q of Leafly Holdings, Inc. (the “Company”) for the quarter ended March 31, 2022 (the “Original Filing”), which was filed with the Securities and Exchange Commission (the “SEC”) on May 16, 2022. This Amendment is being filed solely to correct the inadvertent omission of certain language in paragraph 4 of the certifications of the Company’s chief executive officer and chief financial officer filed as Exhibits 31.1 and 31.2 in Part II, Item 6, “Exhibits,” in the Original Filing. In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulation S-K Interpretation 246.13, the Company is also refiling the disclosure in Part I, Item 1, “Financial Statements,” and Item 4, “Controls and Procedures,” of the Original Filing, and including an amended and restated Part II, Item 6, “Exhibits,” to include the corrected certifications noted above, as well as a currently dated certification under Section 906 of the Sarbanes-Oxley Act of 2002.

This Amendment speaks as of the original filing date of the Original Filing (unless otherwise noted or as the context otherwise requires) and reflects only the changes to the cover page and the Exhibit Index. Except as expressly noted in this Amendment, this Amendment does not reflect events occurring after the Original Filing or modify or update in any way any of the other disclosures contained in the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company’s other filings with the SEC. Capitalized terms used herein, when not defined, shall have the meaning ascribed in the Original Filing.

Unless the context otherwise requires, references to “Leafly,” “the Company,” “we,” “us” and “our” in this report refer to Leafly Holdings, Inc. prior to the closing of the Business Combination and to the post-combination company and its consolidated subsidiaries following the Business Combination, and “Merida” refers to the business of Merida Merger Corp. I and related entities prior to the Business Combination.

Table of Contents


		Page
Part I	Financial Information	32
Item 1.	Condensed Consolidated Financial Statements (unaudited)	32
	Condensed Consolidated Balance Sheets as of ~~September~~ ~~30,~~March 31, 2022 and December 31, 2021 (audited)	32
	Condensed Consolidated Statements of Operations for the Three ~~and~~ ~~Nine~~Months Ended March 31, 2022 and 2021	~~September~~3
	~~30,~~Condensed Consolidated Statements of Changes in Stockholders Equity (Deficit) for the Three Months Ended March 31, 2022 and 2021	4
	Condensed Consolidated Statements of ~~Changes in Stockholders Equity (Deficit)~~Cash Flows for the Three ~~and~~ ~~Nine~~Months Ended ~~September~~ ~~30,~~March 31, 2022 and 2021	5
	~~Condensed~~ ~~Consolidated Statements of Cash Flows for the~~ ~~Nine~~ ~~Months Ended~~ ~~September~~ ~~30, 2022 and 2021~~	7
	Notes to Condensed Consolidated Financial Statements	8
~~Item 2.~~	~~Management's Discussion and Analysis of Financial Condition and Results of Operations~~	28
~~Item 3.~~	~~Quantitative and Qualitative Disclosures About Market Risk~~	356
Item 4.	Controls and Procedures	3523

Part II	Other Information	37
~~Item 1.~~	~~Legal Proceedings~~	37
~~Item 1A.~~	~~Risk Factors~~	37
~~Item 2.~~	~~Unregistered Sales of Equity Securities and Use of Proceeds~~	38

~~Item 4.~~	~~Mine Safety Disclosures~~	38
~~Item 5.~~	~~Other Information~~	3824
Item 6.	Exhibits	3924
Signatures		3925

~~Cautionary Note Regarding Forward-Looking Statements~~

This Quarterly Report contains a number of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of present or historical fact included in or incorporated by reference in this Quarterly Report, regarding Leafly Holdings, Inc.’s (the “Company’s”) future financial performance, as well as the Company’s strategy, future operations, future operating results, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. In some cases, 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. These forward-looking statements include all matters that are not historical facts. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. 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 Quarterly Report.~~

All forward-looking statements included herein attributable to the Company or any person acting on the Company’s behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. These cautionary statements are being made pursuant to federal securities laws with the intention of obtaining the benefits of the “safe harbor” provisions of such laws. Except to the extent required by applicable laws and regulations, the Company undertakes no obligations to update these forward-looking statements to reflect events or circumstances after the date of this Quarterly Report or to reflect the occurrence of unanticipated events.

There may be events in the future that the Company is not able to predict accurately or over which it has no control. The section in the Company’s Annual Report on Form 10-K for the year ended 2021 entitled “Risk Factors,” and the section of this Quarterly Report entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the other cautionary language discussed in this report provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by the Company in such forward-looking statements. These examples include:

•~~the Company’s inability to raise sufficient capital to execute its business plan;~~

•~~the size, demands and growth potential of the markets for the Company’s products and services and the Company’s ability to serve those markets;~~

•~~the impact of worldwide economic conditions, including the resulting effect on consumer spending at local businesses and the level of advertising spending by local businesses;~~

•~~the degree of market acceptance and adoption of the Company’s products and services;~~

•~~the Company’s ability to attract and retain customers;~~

•~~the Company’s ability to raise financing in the future;~~

•~~the Company’s success in retaining or recruiting officers, key employees or directors;~~

•~~the impact of the regulatory environment and complexities with compliance related to such environment, including compliance with restrictions imposed by federal law; and~~

•~~factors relating to the business, operations and financial performance of the Company and its subsidiaries.~~

Part I - Financial Information

Item 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

LEAFLY HOLDINGS, INC

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)


							March 31, 2022		December 31, 2021
		September 30, 2022		December 31, 2021			(unaudited)		(audited)
ASSETS	ASSETS					ASSETS
Current assets	Current assets					Current assets
Cash and cash equivalents	Cash and cash equivalents	$	27,829	$	28,565	Cash and cash equivalents	$	35,389	$	28,565
Accounts receivable, net of allowance for doubtful accounts of $958 and $1,848, respectively		2,610		2,958
Accounts receivable, net of allowance for doubtful accounts of $1,682 and $1,848, respectively						Accounts receivable, net of allowance for doubtful accounts of $1,682 and $1,848, respectively	3,280		2,958
Deferred transaction costs	Deferred transaction costs	—		2,840		Deferred transaction costs	—		2,840
Prepaid expenses and other current assets	Prepaid expenses and other current assets	3,569		1,347		Prepaid expenses and other current assets	7,318		1,347
Restricted cash	Restricted cash	607		130		Restricted cash	37,224		130
Total current assets	Total current assets	34,615		35,840		Total current assets	83,211		35,840
Property, equipment, and software, net	Property, equipment, and software, net	2,213		313		Property, equipment, and software, net	1,035		313
Total assets	Total assets	$	36,828	$	36,153	Total assets	84,246		36,153

LIABILITIES AND STOCKHOLDERS' DEFICIT	LIABILITIES AND STOCKHOLDERS' DEFICIT					LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities	Current liabilities					Current liabilities
Accounts payable	Accounts payable	$	1,375	$	3,048	Accounts payable	$	2,875	$	3,048
Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	5,076		8,325		Accrued expenses and other current liabilities	3,898		8,325
Deferred revenue	Deferred revenue	2,052		1,975		Deferred revenue	2,566		1,975
Current portion of convertible promissory notes, net		—		31,377
Convertible promissory notes, net						Convertible promissory notes, net	—		31,377
Forward share purchase agreements derivative liability						Forward share purchase agreements derivative liability	7,452		—
Total current liabilities	Total current liabilities	8,503		44,725		Total current liabilities	16,791		44,725

Non-current liabilities	Non-current liabilities					Non-current liabilities
Non-current portion of convertible promissory notes, net		28,726		—
Convertible promissory notes, net						Convertible promissory notes, net	28,461		—
Private warrants derivative liability	Private warrants derivative liability	662		—		Private warrants derivative liability	7,989		—
Escrow shares derivative liability	Escrow shares derivative liability	47		—		Escrow shares derivative liability	10,129		—
Stockholder earn-out rights derivative liability		288		—
Shareholder earn-out rights derivative liability						Shareholder earn-out rights derivative liability	35,912		—
Total non-current liabilities	Total non-current liabilities	29,723		—		Total non-current liabilities	82,491		—

Commitments and contingencies (Note 8)	Commitments and contingencies (Note 8)					Commitments and contingencies (Note 8)

Stockholders' deficit	Stockholders' deficit					Stockholders' deficit
Preferred stock; $0.0001 par value; 5,000 and 6,578 authorized, — and 6,140 issued and outstanding, and aggregate liquidation preference of $— and $19,436 at September 30, 2022 and December 31, 2021, respectively		—		1
Common stock; $0.0001 par value; 200,000 and 69,361 authorized at September 30, 2022 and December 31, 2021, respectively; 43,052 issued at September 30, 2022 and 25,086 shares issued and outstanding at December 31, 2021		4		3
Treasury stock, at cost; 3,081,086 and — shares held at at September 30, 2022 and December 31, 2021, respectively		(31,663)		—
Preferred stock; $0.0001 par value; 5,000 and 6,578 authorized, — and 6,140 issued and outstanding, and aggregate liquidation preference of $— and $19,436 at March 31, 2022 and December 31, 2021, respectively						Preferred stock; $0.0001 par value; 5,000 and 6,578 authorized, — and 6,140 issued and outstanding, and aggregate liquidation preference of $— and $19,436 at March 31, 2022 and December 31, 2021, respectively	—		1
Common stock; $0.0001 par value; 200,000 and 69,361 authorized at March 31, 2022 and December 31, 2021, respectively; 42,961 and 25,086 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively						Common stock; $0.0001 par value; 200,000 and 69,361 authorized at March 31, 2022 and December 31, 2021, respectively; 42,961 and 25,086 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively	4		3
Additional paid-in capital	Additional paid-in capital	89,194		61,194		Additional paid-in capital	74,106		61,194
Accumulated deficit	Accumulated deficit	(58,933)		(69,770)		Accumulated deficit	(89,146)		(69,770)
Total stockholders' deficit	Total stockholders' deficit	(1,398)		(8,572)		Total stockholders' deficit	(15,036)		(8,572)
Total liabilities and stockholders' deficit	Total liabilities and stockholders' deficit	$	36,828	$	36,153	Total liabilities and stockholders' deficit	$	84,246	$	36,153

See Notes to Condensed Consolidated Financial Statements.

LEAFLY HOLDINGS, INC

CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED

(in thousands, except per share amounts)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2022		2021
Revenue	Revenue	$	11,781	$	10,896	$	35,251	$	30,959	Revenue	$	11,420	$	9,475
Cost of revenue	Cost of revenue	1,515		1,261		4,411		3,564		Cost of revenue	1,455		1,090
Gross profit	Gross profit	10,266		9,635		30,840		27,395		Gross profit	9,965		8,385
Operating expenses	Operating expenses									Operating expenses
Sales and marketing	Sales and marketing	6,403		4,999		21,529		13,148		Sales and marketing	7,014		3,803
Product development	Product development	3,406		3,522		10,927		9,905		Product development	3,465		3,170
General and administrative	General and administrative	6,489		4,949		20,730		10,485		General and administrative	6,931		2,506
Total operating expenses	Total operating expenses	16,298		13,470		53,186		33,538		Total operating expenses	17,410		9,479
Loss from operations	Loss from operations	(6,032)		(3,835)		(22,346)		(6,143)		Loss from operations	(7,445)		(1,094)
Interest expense, net		(705)		(590)		(2,119)		(698)
Interest (expense) income, net										Interest (expense) income, net	(697)		1
Change in fair value of derivatives	Change in fair value of derivatives	22,264		—		36,264		—		Change in fair value of derivatives	(10,397)		—
Other expense, net	Other expense, net	(73)		(29)		(962)		(39)		Other expense, net	(837)		(16)
Net income (loss)		$	15,454	$	(4,454)	$	10,837	$	(6,880)
Net loss										Net loss	$	(19,376)	$	(1,109)

Net income (loss) per share:
Basic		$	0.43	$	(0.18)	$	0.31	$	(0.28)
Diluted		$	0.28	$	(0.18)	$	0.27	$	(0.28)

Weighted average shares outstanding:
Basic		35,580		24,923		35,260		24,832
Diluted		43,215		24,923		38,704		24,832
Basic and diluted loss per share										Basic and diluted loss per share	$	(0.52)	$	(0.04)
Weighted-average basic and diluted shares outstanding										Weighted-average basic and diluted shares outstanding	37,525		30,904

See Notes to Condensed Consolidated Financial Statements.

LEAFLY HOLDINGS, INC

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) - UNAUDITED

(in thousands)

Three and Nine Months Ended September 30, 2022
Preferred Stock Common Stock Treasury Stock Additional
Paid-In Capital Accumulated
Deficit Total
Shares Amount Shares Amount Shares Amount
Balance at December 31, 2021 6,140 $ 1 25,086 $ 3 — $ — $ 61,194 $ (69,770) $ (8,572)
Net loss — — — — — — — (19,376) (19,376)
Stock-based compensation — — — — — — 1,924 — 1,924
Exercise of stock options — — 114 — — — 127 — 127
Conversion of 2021 Notes into Common Stock at Merger — — 4,128 — — — 33,024 — 33,024
Conversion of Preferred Stock into Common Stock at Merger (6,140) (1) 6,140 1 — — — — —
Merger and recapitalization, net of fees — — 2,007 — — — 27,997 — 27,997
Stockholder contribution for debt issuance costs — — — — — — 924 — 924
Escrow shares derivative liability — — 1,625 — — — (6,867) — (6,867)
Private warrants derivative liability — — — — — — (3,916) — (3,916)
Forward share purchase agreement derivative liability — — 3,861 — — — (14,170) — (14,170)
Stockholder earnout rights derivative liability — — — — — — (26,131) — (26,131)
Balance at March 31, 2022 — $ — 42,961 $ 4 — $ — $ 74,106 $ (89,146) $ (15,036)
Net income — — — — — — — 14,759 14,759
Stock-based compensation — — — — — — 464 — 464
Exercise of stock options — — 29 — — — 30 — 30
Balance at June 30, 2022 — $ — 42,990 $ 4 — $ — $ 74,600 $ (74,387) $ 217
Net income — — — — — — — 15,454 15,454
Shares canceled — — (25) — — — — — —
Stock-based compensation — — — — — — 771 — 771
Exercise of stock options — — 1 — — — 1 — 1
Vesting of restricted stock units — — 86 — — — — — —
Settlement of forward share purchase agreement derivative liability — — — — — — (17,841) — (17,841)
Purchase of treasury stock — — — — (3,081) (31,663) 31,663 — —
Balance at September 30, 2022 — $ — 43,052 $ 4 (3,081) $ (31,663) $ 89,194 $ (58,933) $ (1,398)


	Preferred Stock			Common Stock			Additional Paid-In Capital		Accumulated Deficit		Total
	Shares	Amount		Shares	Amount
Balance at December 31, 2021	6,140	1		25,086	$	3	61,194		(69,770)		$	(8,572)
Net loss	—	—		—	—		—		(19,376)		(19,376)
Stock-based compensation	—	—		—	—		1,924		—		1,924
Exercise of stock options	—	—		114	—		127		—		127
Conversion of 2021 Notes into Common Stock at merger	—	—		4,128	—		33,024		—		33,024
Conversion of Preferred Stock into Common Stock at merger	(6,140)	(1)		6,140	1		—		—		—
Merger and recapitalization, net of fees	—	—		2,007	—		27,997		—		27,997
Stockholder contribution for debt issuance costs	—	—		—	—		924		—		924
Escrow shares derivative liability	—	—		1,625	—		(6,867)		—		(6,867)
Private warrants derivative liability	—	—		—	—		(3,916)		—		(3,916)
Forward share purchase agreement derivative liability	—	—		3,861	—		(14,170)		—		(14,170)
Shareholder earnout rights derivative liability	—	—		—	—		(26,131)		—		(26,131)
Balance at March 31, 2022	—	$	—	42,961	$	4	$	74,106	$	(89,146)	$	(15,036)


		Three and Nine Months Ended September 30, 2021
		Series A Preferred Stock			Class 1, Class 2, and Class 3 Common Stock			Additional Paid-In Capital				Accumulated Deficit					Total			Series A Preferred Stock							Class 1, Class 2, and Class 3 Common Stock						Additional Paid-In Capital		Accumulated Deficit		Total
		Shares	Amount		Shares	Amount										Shares					Amount				Shares			Amount
Balance at December 31, 2020	Balance at December 31, 2020	6,140	$	1	24,752	$	2			$	59,812			$	(57,746)					$	2,069	Balance at December 31, 2020	6,140			$	1		24,752			$		2	$	59,812	$	(57,746)	$	2,069
Net loss	Net loss	—	—		—	—		—				(1,109)					(1,109)		Net loss	—				—			—			—			—		(1,109)		(1,109)
Stock-based compensation	Stock-based compensation	—	—		—	—		181				—					181		Stock-based compensation	—				—			—			—			181		—		181
Exercise of stock options	Exercise of stock options	—	—		36	—		40				—					40		Exercise of stock options	—				—			36			—			40		—		40

Balance at March 31, 2021	Balance at March 31, 2021	6,140	1		24,788	2		60,033				(58,855)					1,181		Balance at March 31, 2021	6,140				$	1		24,788			$	2		$	60,033	$	(58,855)	$	1,181
Net loss		—	—		—	—		—				(1,317)					(1,317)
Stock-based compensation		—	—		—	—		340				—					340
Exercise of stock options		—	—		49	—		68				—					68
Balance at June 30, 2021		6,140	1		24,837	2		60,441				(60,172)					272
Net loss		—	—		—	—		—				(4,454)					(4,454)
Stock-based compensation		—	—		—	—		208				—					208
Exercise of stock options		—	—		142	—		142				—					142
Balance at September 30, 2021		6,140	$	1	24,979	$	2	$	60,791			$	(64,626)				$	(3,832)

See Notes to Condensed Consolidated Financial Statements.

LEAFLY HOLDINGS, INC

CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

(in thousands)

Nine Months Ended September 30,
2022 2021
Cash flows from operating activities
Net income (loss) $ 10,837 $ (6,880)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization 276 195
Stock-based compensation expense 3,159 729
Bad debt expense 1,023 841
Noncash lease costs — 230
Noncash amortization of debt discount 369 —
Noncash interest expense associated with convertible debt 243 710
Noncash change in fair value of derivatives (36,264) —
Other 15 44
Changes in operating assets and liabilities:
Accounts receivable (675) (674)
Prepaid expenses and other current assets (2,222) (600)
Accounts payable 173 (3)
Accrued expenses and other current liabilities (2,141) 1,713
Deferred revenue 77 594
Net cash used in operating activities (25,130) (3,101)
Cash flows from investing activities
Additions of property, equipment, and software (2,194) (38)
Net cash used in investing activities (2,194) (38)
Cash flows from financing activities
Proceeds from exercise of stock options 158 223
Proceeds from convertible promissory notes 29,374 31,470
Proceeds from business combination placed in escrow and restricted 39,032 —
Trust proceeds received from recapitalization at closing 582 —
Repurchase of common stock and settlement of forward purchase agreements (31,303) —
Transaction costs associated with recapitalization (10,761) —
Payments on related party payables (17) (242)
Net cash provided by financing activities 27,065 31,451
Net (decrease) increase in cash, cash equivalents, and restricted cash (259) 28,312
Cash, cash equivalents, and restricted cash, beginning of period 28,695 4,934
Cash, cash equivalents, and restricted cash, end of period $ 28,436 $ 33,246
Supplemental disclosure of non-cash financing activities
Stockholder contribution for debt issuance costs $ 924 $ —
Repurchase of common stock in other accrued expenses $ 360 $ —
Conversion of promissory notes into common stock $ 33,024 $ —
Issuance of forward share purchase agreements $ 14,170 $ —
Issuance of private warrants $ 3,916 $ —
Issuance of sponsor shares subject to earnout conditions $ 6,867 $ —
Issuance of stockholder earn-out rights $ 26,131 $ —


	Three Months Ended March 31,
	2022		2021
Cash flows from operating activities
Net loss	$	(19,376)	$	(1,109)
Adjustments:
Depreciation	52		80
Stock-based compensation expense	1,924		181
Bad debt (recoveries) expense	(124)		82
Noncash lease costs	—		230
Noncash amortization of debt discount	104		—
Noncash interest expense associated with convertible debt	243		—
Noncash change in fair value of derivatives	10,397		—
Other	12		30
Changes in operating assets and liabilities:
Accounts receivable	(198)		(502)
Prepaid expenses and other current assets	(5,970)		—
Accounts payable	1,309		(594)
Accrued expenses and other current liabilities	(2,969)		796
Deferred revenue	591		438
Net cash used in operating activities	(14,005)		(368)

Cash flows from investing activities
Purchase of property, equipment, and software	(788)		—
Net cash used in investing activities	(788)		—

Cash flows from financing activities
Proceeds from exercise of stock options	127		40
Proceeds from convertible promissory notes	29,374		—
Trust proceeds from recapitalization	582		—
Restricted cash received related to Forward Share Purchase Agreements	39,032		—
Transaction costs associated with recapitalization	(10,397)		—
Payments on related party payables	(7)		(65)
Net cash provided by (used in) financing activities	58,711		(25)

Net increase (decrease) in cash, cash equivalents, and restricted cash	43,918		(393)
Cash, cash equivalents, and restricted cash, beginning of period	28,695		4,934
Cash, cash equivalents, and restricted cash, end of period	$	72,613	$	4,541

Supplemental disclosure of non-cash financing activities
Stockholder contribution for debt issuance costs	$	924	$	—
Conversion of promissory notes into common stock	$	33,024	$	—
Forward share purchase agreements	$	14,170	$	—
Private warrants	$	3,916	$	—
Sponsor shares subject to earnout conditions	$	6,867	$	—
Stockholder earn-out rights	$	26,131	$	—

See Notes to Condensed Consolidated Financial Statements.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

(in thousands, except per share amounts)

NOTE 1 — Description of the Business and Merger Transaction

Description of the Business

Leafly Holdings, Inc. (“Leafly” or “the Company”) is a leading online cannabis discovery marketplace and resource for cannabis consumers. Leafly provides an information resource platform with a deep library of content, including detailed information about cannabis strains, retailers and current events. Leafly was incorporated in the state of Delaware on June 20, 2019 and is headquartered in Seattle, Washington.

The Company has two wholly-owned subsidiaries, Leafly Canada Ltd. (“Leafly Canada”) and Leafly, LLC (“Legacy Leafly”). Legacy Leafly is the accounting predecessor of Leafly. The accompanying condensed consolidated financial statements include the financial results of the Company and its wholly-owned subsidiaries.

Merger with Merida

On February 4, 2022, Leafly consummated the previously announced ~~Mergers~~mergers and related transactions (collectively, the “Merger”) pursuant to the Agreement and Plan of Merger dated August 9, 2021 and amended on September 8, 2021 and on January 11, 2022 (as amended, the “Merger Agreement”). Legacy Leafly (formerly known as Leafly Holdings, Inc.) entered into the Merger Agreement with Merida Merger Corp. I (“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”). Merger Sub I merged with and into Legacy Leafly, with Legacy Leafly surviving as a wholly-owned subsidiary of Merida, and following the initial ~~Merger~~merger and as part of a single integrated transaction with the initial ~~Merger,~~merger, Legacy Leafly merged with and into Merger Sub II, with Merger Sub II surviving as a wholly-owned subsidiary of Merida. As a result of these ~~Mergers,~~mergers, Legacy Leafly became a wholly owned subsidiary of Merida and was renamed Leafly, LLC, Merida was renamed Leafly Holdings, Inc. (“New Leafly”), and the securityholders of Legacy Leafly became security holders of Merida. We sometimes refer to the ~~Mergers~~mergers described above and the other transactions contemplated by the Merger Agreement and the other agreements being entered into by Merida and Legacy Leafly in connection with the Mergers as the “Business Combination” and to Merida following the Business Combination as “New Leafly.”

While the legal acquirer in the Business Combination is Merida, for financial accounting and reporting purposes under U.S. GAAP, Legacy Leafly is the accounting acquirer with the Merger accounted for as a “reverse recapitalization.” A reverse recapitalization does not result in a new basis of accounting, and the financial statements of the combined entity represent the continuation of the financial statements of Legacy Leafly. Under this accounting method, Merida is treated as the “acquired” company and Legacy Leafly is the accounting acquirer, with the transaction treated as a recapitalization of Legacy Leafly. Merida’s assets, liabilities and results of operations were consolidated with Legacy Leafly’s beginning on the date of the Business Combination. Except for certain derivative ~~liabilities,~~liabilities. the assets and liabilities of Merida were recognized at historical cost (which is consistent with carrying value) and were not material, with no goodwill or other intangible assets recorded. The derivative liabilities, which are discussed in Notes 12 and 13, were recorded at fair value. The consolidated assets, liabilities, and results of operations of Legacy Leafly became the historical financial statements, and operations prior to the closing of the Business Combination presented for comparative purposes are those of Legacy Leafly. Pre-Merger shares of common stock and preferred stock were converted to shares of common stock of the combined company using the conversion ratio of 0.3283 and for comparative purposes, the shares and net loss per share of Legacy Leafly, prior to the Merger, have been retroactively restated using the conversion ratio.

The following table provides a summary of the significant sources and uses of cash related to the closing of the Business Combination on February 4, ~~2022 and the cash received from escrow through September 30,~~ 2022:


Amount in Merida's trust account ("the Trust") at closing	$	90,824
Total payment to Merida public redeeming stockholders	49,466
Amount available after paying Merida redeeming stockholders	41,358
Cash to escrow for Forward Share Purchase Agreements (see Note 13)	39,032
Remaining balance	2,326
Merida expenses paid from the Trust at closing	1,744
Net cash from the Trust to Leafly at closing	~~582~~
~~Cash received from escrow February 4, 2022 - September 30, 2022~~	~~8,089~~
~~Net cash from the Trust to Leafly as of September 30, 2022~~	$	~~8,671~~582

The following table provides a reconciliation of the common shares related to the Merger transaction:


Merida public stockholders						4,160
Merida initial stockholders (including Sponsor and EarlyBirdCapital)						1,667
Holders of 2022 Notes (see Note 11)						38
Shares held by Sponsor in escrow that are subject to earn-out conditions (see Note 12)						1,625
Total Merida						7,490
Legacy Leafly existing securityholders						35,434
Total shares outstanding as of February 4, 2022						42,924

All shares in this table except the ~~shares held by~~ Merida public stockholders and Holders of 2022 Notes ~~were~~shares are subject to restrictions as to trading through August 3, 2022 ("Lock Up Restrictions").

NOTE 2 — Basis of Presentation and Significant Accounting Policies

Basis of Presentation

The interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting and should be read in conjunction with the Company's audited consolidated financial statements for the years ended December 31, 2021 and 2020, and Management’s Discussion and Analysis of Financial Condition and Results of Operations of Leafly for the year ended December 31, 2021, each of which was filed on the company’s Amendment No. 1 on Form 8-K/A filed with the SEC on March 31, 2022 (the “2021 Financial Information”).

These condensed consolidated financial statements are unaudited and, in management's opinion, include all adjustments, consisting of normal recurring estimates and accruals necessary for a fair presentation of our consolidated cash flows, operating results, and balance sheets for the periods presented. Actual results may differ from these estimates and assumptions. The results of operations for any interim periods are not necessarily indicative of the results that may be expected for the entire fiscal year or any other interim period. Certain information and footnote disclosures normally included in ~~annual~~ financial statements prepared in accordance with GAAP have been omitted in accordance with the rules and regulations of the SEC for interim reporting. All intercompany balances and transactions have been eliminated upon consolidation.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no effect on the ~~reporte~~dreported net ~~income (loss).~~loss.

Seasonality

We may experience seasonality in our business, which we believe has moderate impacts on our overall revenue. In certain years, we've seen seasonal fluctuations that coincide with either federal holidays, generally in the fourth quarter, or industry holidays and events, generally in the spring. Our industry and business history is limited and therefore we can't be certain that these are known trends or that other trends may develop.

Emerging Growth Company Status

Leafly is an emerging growth company (“EGC”), as defined in the Jumpstart Our Business Startups Act (“JOBS Act”). Under the JOBS Act, EGCs can delay adopting new or revised accounting standards issued until such time as those standards apply to private companies. The Company has elected to use this extended transition period. In providing this relief, the JOBS Act does not preclude the Company from adopting a new or revised accounting standard earlier than the time that such standard applies to private companies. Leafly will continue to use this relief until the earlier of the date that it (a) is no longer an emerging growth company or (b) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act.

Significant Accounting Policies

The unaudited interim financial statements should be read in conjunction with the Company's 2021 Financial Information, which describes the Company's significant accounting policies. There have been no material changes to the Company's significant accounting policies during the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 compared to our Annual Report on Form 10-K for the year ended December 31, 2021. However, certain items became material during the periods presented and therefore, we have disclosed the related accounting policies below. In addition, as a result of the Business Combination, the Company entered into certain derivative instruments that are accounted for as liabilities. These instruments and the related accounting are discussed in Notes 12, 13, and 20.

Capitalized Software

The Company capitalizes certain costs related to acquisition and development of software for internal use, including internal labor costs incurred during development. The Company begins to capitalize these costs when planning and design efforts are successfully completed and development is ready to commence. Costs incurred during planning and design, together with costs incurred for training and maintenance, are expensed as incurred and recorded in product development expense. The Company places capitalized software assets into service and commences amortization when the asset is substantially complete and ready for its intended use. Once placed into service, the Company capitalizes qualifying costs of specified upgrades or enhancements to the assets when the upgrade or enhancement will result in new or additional functionality.

The Company’s estimated useful life for capitalized software is 3 years, and amortization is calculated using the straight-line method. ~~The Company considers the useful life of capitalized software to be a significant estimate.~~

Transaction Costs

The Company incurred significant costs direct and incremental to the Business Combination and therefore to the recapitalization of the Company. We deferred such costs incurred in 2021. In 2022, upon closing of the Business Combination, total direct transaction costs were allocated between equity and liability instruments measured at fair value on a recurring basis that were newly issued in the recapitalization. Amounts allocated to equity were recorded to additional paid-in capital, while amounts allocated to the specified liabilities were recorded as other expense.

Recent Accounting Pronouncements

As a result of the elected JOBS Act relief discussed above, these condensed consolidated financial statements may not be comparable to other companies that do not elect JOBS Act relief or choose to adopt certain accounting pronouncements during a different period than the Company.

Recently Adopted Accounting Standards

None.

Accounting Pronouncements Issued But Not Yet Adopted

Management does not believe that there are any recently issued, but not yet effective, accounting standards, ~~that,~~ if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements or related disclosures.

108

NOTE 3 — Cash, Cash Equivalents, and Restricted Cash

Cash, cash equivalents, and restricted cash consisted of the following:


		September 30, 2022		December 31, 2021			March 31, 2022		December 31, 2021
Cash and cash equivalents	Cash and cash equivalents	$	27,829	$	28,565	Cash and cash equivalents	$	35,389	$	28,565
Restricted cash	Restricted cash	607		130		Restricted cash	37,224		130
		$	28,436	$	28,695		$	72,613	$	28,695

The ~~September 30,~~March 31, 2022 restricted cash balance includes ~~$360~~$37,066 of cash maintained in escrow related to Forward Share Purchase Agreements ("FPAs"). ~~Effective August 1, 2022,~~The cash will be released upon: (i) sale of the underlying shares by the FPA-holding shareholders into the open market, thus relieving Leafly of its contingent liability to repurchase the respective shares, in which case the cash is released to Leafly; or (ii) the FPA-holding shareholders exercising their rights to put the respective shares to Leafly, in which case the cash is released to the FPA holders elected to have Leafly repurchase their remaining 3,081 shares covered by the FPAs for an aggregate repurchase price of $31,663. As a result, the shares repurchased have been removed from Leafly's outstanding shares effective as of the date of purchase and placed into treasury. The FPA holders elected to have all but $360 disbursed from the escrow account and are able to claim the remainder any time until August 1, 2023. If unclaimed, the remaining funds in escrow will be distributed to the Company.holders. Additional information regarding the FPAs is included in Notes 13, 20, and ~~20.~~21.

NOTE 4 — Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following:


		September 30, 2022		December 31, 2021			March 31, 2022		December 31, 2021
Prepaid insurance	Prepaid insurance	$	2,065	$	57	Prepaid insurance	$	5,059	$	57
Other prepaid expenses	Other prepaid expenses	1,441		1,134		Other prepaid expenses	2,159		1,134
Other current assets	Other current assets	63		156		Other current assets	100		156
		$	3,569	$	1,347		$	7,318	$	1,347

NOTE 5 — Accounts Receivable, Net

Accounts receivable, net consists of amounts due from customers less an allowance for doubtful accounts. The following table presents the allowance for doubtful accounts as of March 31, 2022 and 2021, and the changes ~~therein:~~therein during the three months ended March 31:


		Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2022		2021
Balance, beginning of period	Balance, beginning of period	$	1,469	$	1,142	$	1,848	$	1,131	Balance, beginning of period	$	1,848	$	1,131
Add: provision for doubtful accounts, net of recoveries	Add: provision for doubtful accounts, net of recoveries	383		529		1,023		841		Add: provision for doubtful accounts, net of recoveries	(124)		82
Less: write-offs	Less: write-offs	(894)		(93)		(1,913)		(394)		Less: write-offs	(42)		(272)
Balance, end of period	Balance, end of period	$	958	$	1,578	$	958	$	1,578	Balance, end of period	$	1,682	$	941

NOTE 6 — Property, Equipment, and Software, Net

Property, equipment and software consisted of the following:

September 30,
2022 December 31,
2021
Furniture and equipment $ 902 $ 1,049
Leasehold improvements — 2
Internal-use software 2,081 —
2,983 1,051
Less: accumulated depreciation and amortization (770) (738)
$ 2,213 $ 313


	March 31, 2022		December 31, 2021
Furniture and equipment	$	866	$	1,049
Leasehold improvements	2		2
Internal-use software	758		—
	1,626		1,051
Less: accumulated depreciation and amortization	(591)		(738)
	$	1,035	$	313

The Company recognized depreciation expense of ~~$38~~$52 and ~~$57~~$80 for the three months ended ~~September 30,~~March 31, 2022 and ~~2021, respectively, and $135 and $195 for the nine months ended September 30, 2022 and 2021, respectively.~~2021. Amortization of internal-use software was ~~$90 and~~ $0 for the three months ended ~~September 30,~~March 31, 2022 and ~~2021, respectively, and $141 and $0 for the nine months ended September 30, 2022 and 2021, respectively.~~2021.

Leases

The Company does not have any leases with an original term longer than twelve months as of ~~September 30,~~March 31, 2022. The Company does rent office space under short-term arrangements, which are not material.

NOTE 7 — Accrued Expenses and Other Current Liabilities

Accrued expenses consist of the following:


		September 30, 2022		December 31, 2021			March 31, 2022		December 31, 2021
Accrued bonuses	Accrued bonuses	$	537	$	3,668	Accrued bonuses	$	776	$	3,668
Other employee-related liabilities	Other employee-related liabilities	2,547		2,131		Other employee-related liabilities	1,573		2,131
Accrued interest	Accrued interest	400		1,313		Accrued interest	360		1,313
Other accrued expenses 1	Other accrued expenses 1	1,592		1,213		Other accrued expenses 1	1,189		1,213
		$	5,076	$	8,325		$	3,898	$	8,325

1 There are no individual items within this balance that exceed 10% of the total of the table.

Accrued bonuses include those for executive officers of the Company. Historically, bonuses have been provided to executives on a discretionary basis. Bonus compensation is designed to hold executives accountable and reward them for ~~individual~~personal and business performance. The Company offers an annual incentive program for its executive officers whereby they are eligible to receive target bonus payouts, of up to 50% for the CEO and 40% for other executive officers, of their base salary, with the actual bonus awarded based on a number of factors, including each executive’s ~~individual~~personal performance, Leafly’s performance, current market and business climate, and Leafly’s financial circumstances, as determined by the Leafly board of directors.

NOTE 8 — Commitments and Contingencies

In the normal course of business, the Company may receive inquiries or become involved in legal disputes regarding various litigation matters. In the opinion of management, any potential liabilities resulting from such claims would not have a material adverse effect on the Company’s condensed consolidated financial statements.

NOTE 9 — Revenue and Contract Balances

The following table presents ~~the Company's~~ revenue by service ~~type:~~type for the three months ended March 31:


		Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2022		2021
Advertising	Advertising	$	11,731	$	10,840	$	34,959	$	30,813	Advertising	$	11,329	$	9,411
Other services	Other services	50		56		292		146		Other services	91		64
		$	11,781	$	10,896	$	35,251	$	30,959		$	11,420	$	9,475

The following table presents ~~the Company's~~ revenue by geographic ~~region:~~

Three Months Ended
September 30, Nine Months Ended
September 30,
2022 2021 2022 2021
United States1
$ 11,140 $ 9,757 $ 32,787 $ 27,644
All other countries1
641 1,139 2,464 3,315
$ 11,781 $ 10,896 $ 35,251 $ 30,959

1 Calculated based on customer sold to address for the periods presented. Using the prior calculation based on billing entity address, revenue for the United States and All other countries would have been $11,335 and $446region for the three months ended ~~September 30, 2022, $10,041 and $855 for~~March 31:


	2022		2021
United States	$	10,735	$	8,655
All other countries	685		820
	$	11,420	$	9,475

For the three months ended ~~September 30, 2021, $33,491~~March 31, 2022, Leafly derived approximately 18%, 11% and ~~$1,760 for the nine months ended September 30, 2022,~~11% of its revenue from customers in Arizona, California and ~~$28,204 and $2,755 for the nine months ended September 30, 2021,~~Oregon, respectively.

~~The following tables presents the Company's revenue by state:~~

Three Months Ended
September 30, Nine Months Ended
September 30,
2022 2021 2022 2021
Arizona 19 % 16 % 18 % 16 %
California 13 % 11 % 11 % 10 %
Oregon 10 % 11 % 10 % 12 %

No other state comprised 10% or more of Leafly’s ~~revenue during the three and nine months ended September 30, 2022 and 2021.~~revenue. We have a diversified set of customers; no single customer accounted for 10% or more of our revenue for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021.

The following table presents ~~the Company's~~ revenue by timing of ~~recognition:~~recognition for the three months ended March 31:


		Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2022		2021
Over time	Over time									Over time
Retail1	Retail1	$	9,042	$	8,606	$	27,286	$	24,572	Retail1	$	9,179	$	7,815
Brands2	Brands2	1,759		1,581		5,067		4,591		Brands2	1,417		1,086
		$	10,801	$	10,187	$	32,353	$	29,163		$	10,596	$	8,901
Point in time	Point in time									Point in time
Brands3	Brands3	980		709		2,898		1,796		Brands3	824		574
		$	11,781	$	10,896	$	35,251	$	30,959		$	11,420	$	9,475

1 Revenues from subscription services and display ~~ads.~~ads

2 Revenues from brand profile subscriptions and digital media (including display ads and audience extension).

3 Revenues from branded content and channel advertising (including direct to consumer email).

Revenues recognized over time are associated with software subscriptions, display ads and audience extension. Revenues recognized at a point in time are associated with branded content and channel advertising. There are no material variations in delivery and revenue recognition periods within the over time category.

Contract liabilities consist of deferred revenue, which is recorded on the Consolidated Balance Sheets when the Company has received consideration, or has the right to receive consideration, in advance of transferring the performance obligations under the contract to the customer.

The following table presents the ~~Company's~~ deferred revenue accounts as of March 31, 2022 and 2021, and the changes in the deferred revenue accounts during the three months ended March 31:


		Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2022		2021
Balance, beginning of period	Balance, beginning of period	$	2,467	$	2,079	$	1,975	$	1,585	Balance, beginning of period	$	1,975	$	1,585
Add: net increase in current period contract liabilities	Add: net increase in current period contract liabilities	1,630		1,947		1,976		2,112		Add: net increase in current period contract liabilities	2,184		1,649
Less: revenue recognized from beginning balance	Less: revenue recognized from beginning balance	(2,045)		(1,847)		(1,899)		(1,518)		Less: revenue recognized from beginning balance	(1,593)		(1,211)
Balance, end of period	Balance, end of period	$	2,052	$	2,179	$	2,052	$	2,179	Balance, end of period	$	2,566	$	2,023

A majority of the deferred revenue balance as of ~~September 30,~~March 31, 2022 is expected to be recognized in the subsequent 12-month period. No other contract assets or liabilities are recorded on the Company’s Consolidated Balance Sheets as of ~~September 30,~~March 31, 2022 or ~~December 31,~~ 2021.

NOTE 10 — Income Taxes

The Company’s effective tax rate was 0% for the three and nine months ended September 30, 2022 and 2021. The effective tax rate was lower than the U.S. federal statutory rate of 21% due to the Company’s full valuation allowance recorded against its deferred tax assets.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of ~~September 30,~~March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception.

The Company’s effective tax rate was 0% for the three months ended March 31, 2022 and 2021. The effective tax rate was lower than the U.S. federal statutory rate of 21% due to the Company’s full valuation allowance recorded against its deferred tax assets.

As a result of the Business Combination, the Company’s federal, state, and foreign net ~~operating~~operation loss ~~carryforwards were $53,904,~~carryforward was $53,904, $35,976 and $4,303, respectively, as of December 31, 2021. Federal and state tax laws impose substantial restrictions on the utilization of net operating loss carryforwards in the event of an "ownership change" as defined in Section 382 of the Internal Revenue code. Such a limitation could result in limitation in the use of the net operating losses in future years and possibly a reduction of the net operating losses available.

NOTE 11 — Convertible Promissory Notes

2022 Notes

Merida entered into a $30,000 convertible note purchase agreement in January 2022, which Legacy Leafly subsequently guaranteed and joined as a party to the agreement on February 4, 2022 in connection with the Business Combination (the “2022 Notes”). Accordingly, post-Business Combination, the 2022 Notes are presented as a liability on Leafly's balance sheet, net of debt issuance costs and debt discount. The Company recognized debt issuance costs of $714 paid in cash, and a debt discount of $924 paid in shares transferred by the Sponsor to the holders of the 2022 Notes upon issuance. The 2022 Notes bear interest at 8% annually, paid in cash semi-annually in arrears on July 31 and January 31 of each year, and mature on January 31, 2025.

The 2022 Notes are unsecured convertible senior notes due 2025. They are convertible at the option of the holders at any time before maturity at an initial conversion share price of $12.50. In addition, the Company may, at its election, force the conversion of the 2022 Notes on or after January 31, 2024, if the volume-weighted average trading price of the Company’s 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 2022 Notes at a cash redemption price equal to 100% of the principal amount of the 2022 Notes, plus accrued and unpaid interest, if any. The holders of the 2022 Notes have the right to cause the Company to repurchase for cash all or a portion of the 2022 Notes held by such holder upon the occurrence of a “fundamental change” (as defined) 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.

As of ~~September 30,~~March 31, 2022, the net carrying amount of the 2022 Notes was ~~$28,726,~~$28,461, which includes unamortized issuance costs and debt discount of ~~$1,274.~~$1,539. The estimated fair value of the convertible debt instruments was approximately ~~$23,000~~$31,900 as of ~~September 30,~~March 31, 2022. The fair value was measured using a combination of an income approach and ~~Black-Scholes model, both of~~a Monte-Carlo simulation, which are ~~considered~~both Level 3 ~~inputs~~ in the fair value hierarchy.

2021 Notes

Legacy Leafly issued a series of convertible promissory notes in June 2021 totaling approximately $23,970. In August 2021, Legacy Leafly issued additional convertible promissory notes totaling $7,500 to Merida Capital, an affiliate of Merida. (Both note issuances are collectively referred to below as the “2021 Notes”).

The 2021 Notes bore interest at 8% annually and were considered traditional convertible debt with the entire amount recognized as a liability (with no amount allocated to equity), reduced for direct issuance costs, with initial and subsequent recognition at amortized cost in accordance with the interest method. Unless converted, the entire balance of principal and accrued but unpaid interest was due on December 3, 2022. The 2021 Notes were contingently convertible upon the occurrence of certain events, to include a qualified financing, a non-qualified financing, or in a qualified public transaction.

On February 4, 2022, in connection with the Business Combination, the 2021 Notes were converted to approximately 4,128 shares of Leafly common stock at the conversion price of approximately $2.63, which was 80% of the implied price per share of common stock in the Business Combination. Upon closing of the Business Combination, the shares of common

stock then converted to shares of common stock of the combined company using the conversion ratio of 0.3283, which was used for conversion of all Leafy securities.

NOTE 12 — Stockholders’ Equity

The Condensed Consolidated Statements of Changes in Stockholders' Equity ~~(Deficit)~~ reflect the reverse recapitalization on February 4, 2022, as discussed in Note 1. Since the Company was determined to be the accounting acquirer in the transaction, all periods presented prior to consummation of the transaction reflect the historical activity and balances of Leafly, Inc. (other than common and preferred stock and potentially issuable shares underlying stock options and convertible promissory notes, which have been retroactively restated).

Common Stock

On February 4, 2022, the Business Combination was consummated pursuant to the Merger Agreement. Prior to the Business Combination, Legacy Leafly's capital stock consisted of Series A preferred stock and common stock. Upon the consummation of the Business Combination, all issued and outstanding shares of Series A preferred stock converted to shares of nonredeemable common stock.

As of ~~September 30,~~March 31, 2022 Leafly's authorized capital stock consisted of:

•200,000 shares of Leafly common stock, $0.0001 par value per share; and

•5,000 shares of Leafly preferred stock, $0.0001 par value per share.

Voting Rights

The holders of Leafly common stock exclusively possess all stockholder voting power with respect to Leafly, except as otherwise required by law or the Company's charter. Holders of Leafly common stock are entitled to one vote per share on each matter properly submitted to a vote of stockholders. The holders of Leafly common stock will at all times vote together as one class on all matters submitted to a vote of stockholders, unless otherwise required by Delaware law or the charter. If Leafly has multiple classes of common stock in the future, then Delaware law could require holders of shares of a class of capital stock to vote separately as a single class in the following circumstances:

•if we were to seek to amend the charter to increase or decrease the par value of a class of the capital stock, then that class would be required to vote separately to approve the proposed amendment; and

•if we were to seek to amend the charter in a manner that alters or changes the powers, preferences, or special rights of a class of capital stock in a manner that affected its holders adversely, then that class would be required to vote separately to approve the proposed amendment.

Election of Directors

The charter provides for a classified board of directors that is divided into three classes with staggered three-year terms. Only the directors in one class are subject to election by a plurality of the votes cast at each annual meeting of stockholders, with the directors in the other classes continuing for the remainder of their respective three-year terms. The charter does not provide for cumulative voting for the election of directors.

Dividend Rights

Subject to the rights, if any, of the holders of any outstanding series of the Leafly preferred stock, the holders of Leafly common stock are entitled to receive dividends and other distributions (payable in cash, property or capital stock of Leafly) when, as and if declared by the Leafly board of directors out of any assets or funds legally available and will share equally on a per share basis in such dividends and distributions.

No Preemptive or Similar Rights

Leafly common stock is not entitled to preemptive rights, and is not subject to conversion, redemption or sinking fund provisions.

Liquidation, Dissolution and Winding Up

In the event of any voluntary or involuntary liquidation, dissolution or winding-up, after payment or provision for payment of the debts and other liabilities of Leafly, the holders of Leafly common stock will be entitled to receive all the remaining

assets of Leafly available for distribution to its stockholders, ratably in proportion to the number of shares of the Leafly common stock held by them, subject to the rights, if any, of the holders of any outstanding shares of Leafly preferred stock.

Sponsor Shares Subject to Earn-Out Conditions

In accordance with the Merger Agreement, upon closing of the Business Combination, 1,625 of the shares held by the Sponsor were placed in escrow and subjected to earn-out conditions ("Escrow Shares"). Of these Escrow Shares, 50% will be released from escrow if and when the Company's common stock trades at or above $13.50 at any time during the two-year period following closing, and the remaining 50% will be released from escrow if and when the Company's common stock trades at or above $15.50 at any time during the three-year period following closing. In addition, all 1,625 Escrow Shares will be released upon a change in control.

We account for the Escrow Shares as derivative liabilities, remeasured to fair value on a recurring basis, with changes in fair value recorded to earnings. See Note 20 for additional information.

Lock Up Restrictions

In accordance with various legal documents, the majority of our Common Stock ~~was~~outstanding as of March 31, 2022 is subject to restrictions on trading through August 3, 2022. See Note 1 for detail on Common Stock ~~previously~~ subject to Lock Up Restrictions.

~~Treasury Stock~~

Effective August 1, 2022, the Company repurchased 3,081 shares of its common stock at a weighted-average price of $10.28 per share for a total of $31,663, with $31,303 paid with restricted cash and $360 remaining in accrued expenses and other current liabilities on our consolidated balance sheet at September 30, 2022. These repurchases were in settlement of the Forward Purchase Agreements. See Notes 3 and 13 for additional information.

Stockholder Earn-Out Rights

Leafly stockholders, as of immediately prior to the closing of the Business Combination, were granted upon closing of the Business Combination, contingent rights to receive up to 5,429 shares of common stock (the "Rights") if the Company achieves certain earn-out conditions prior to the third anniversary of the Business Combination. We will account for the Rights as derivative liabilities, which we will remeasure to their current fair value as of the end of each reporting period, with changes in the fair value recorded to earnings. See Note 20 for additional information.

The Rights will be earned and shares of common stock will be issued as follows:

First Tranche

Up to 2,715 shares will be issued if and when:

•revenue for the year ending December 31, 2022 equals or exceeds $65,000 (first revenue target), or

•the date on which the volume-weighted average price of common stock for a period of at least 20 days out of 30 consecutive trading days ending on the trading day immediately prior to the date of determination is greater than or equal to $13.50 during the ~~two-year~~two year period beginning on the trading day after the closing date of the ~~Merger~~merger (as adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or other like changes or transactions with respect to shares of common stock occurring at or after the Closing), or

•a change of control occurs within the two years after the closing date of the Business Combination at the first target price or higher, or

•a pro rata portion of 2,715 shares (50%) if the revenue during the target period meets or exceeds 90% of the first revenue target.

Second Tranche

Up to 2,715 shares will be issued if and when:

•revenue for the year ending December 31, 2023 equals or exceeds $101,000 (second revenue target), or

~~(as~~merger (as adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or other like changes or transactions with respect to shares of common stock occurring at or after the Closing), or

•a change of control occurs within the three years after the closing date of the Business Combination at the second target price or higher, or

•a pro rata portion of 2,715 (50%) if the revenue during the second target period meets or exceeds 90% of the second revenue target.

If the second revenue or price target is met in full, the respective first target will be deemed to have been met as well if it had not been met during the first period.

Preferred Stock

The Leafly board of directors is authorized, subject to limitations prescribed by the law of the State of Delaware, to issue Leafly preferred stock from time to time in one or more series. The Leafly board of directors is authorized to establish the number of shares to be included in each such series and to fix the voting rights, if any, designations, powers, preferences and relative, participating, optional, special and other rights, if any, and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The Leafly board of directors is able, without stockholder approval, to issue Leafly preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the Leafly common stock and could have anti-takeover effects. The ability of the Leafly board of directors to

issue Leafly preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control of Leafly or the removal of existing management. Leafly did not have any issued and outstanding shares of preferred stock as of ~~September 30,~~March 31, 2022.

NOTE 13 — Warrants and Forward Share Purchase Agreements

Public Warrants

As of both ~~September 30,~~March 31, 2022 and December 31, 2021, there were 6,501 warrants outstanding that had been included in the units issued in Merida’s initial public offering (the "Public Warrants"). Each Public Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a merger or (b) 12 months from the closing of the IPO. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock.

Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of a merger, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a merger or earlier upon redemption or liquidation.

Once the warrants become exercisable, the Company may redeem the Public Warrants:

•in whole and not in part;

•at a price of $0.01 per warrant;

•upon not less than 30 days’ prior written notice of redemption;

•if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period commencing after the warrants become exercisable and ending on the third business day prior to the notice of redemption to the warrant holders; and

•If, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

Private Warrants

As of both ~~September 30,~~March 31, 2022 and December 31, 2021, there were 3,950 warrants outstanding that Merida had sold to the Sponsor and ~~EarlyBirdCapital~~EarlyBird Capital in a private placement that took place simultaneously with Merida’s initial public offering ("the Private Warrants"). The Private Warrants are identical to the Public Warrants, except that the Private Warrants and the shares of common stock issuable upon the exercise of the Private Warrants were not transferable, assignable or salable until after the completion of the Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants.

We account for the Private Warrants as derivative liabilities, remeasured to fair value on a recurring basis, with changes in the fair value recorded to earnings. See Note 20 for additional information.

Forward Share Purchase Agreements

In December 2021 and January 2022, the Company entered into four separate FPAs with certain investors. The FPAs ~~allowed~~allow the investors to sell and transfer common stock held by the investors, not to exceed a total of 4,000 shares in aggregate, to the Company in exchange for cash. The price to be paid by the Company was ~~initially~~ $10.16 per share for up to 2,600 shares and $10.01 per share for up to 1,400 shares. As required by the FPAs, $39,032 of cash was placed into escrow upon closing of the Business Combination, to be used for the share purchases. If the FPAs were not exercised by the holders within their terms of three months post-Business Combination closing, the associated funds were to be released from escrow to the Company. We account for the FPAs as derivative liabilities, remeasured to fair value on a recurring basis, with changes in the fair value recorded to earnings.

OnSubsequent to quarter-end, on May 3, 2022, Leafly and the holders entered into amendments to the FPAs (the “Amended FPAs”). The Amended FPAs modified the price at which the applicable holder has the right, but not the obligation, to have Leafly repurchase certain shares held by the applicable holder as of the closing of the Business Combination and not later sold into the market to a price of $10.16 per share (with respect to 686 of the shares subject to the Amended FPAs) and $10.31 per share (with respect to 2,404 of the shares subject to the Amended FPAs). The Amended FPAs also modified the date by which such holders may elect to have Leafly repurchase their shares to August 1, 2022. In connection with the Amended FPAs, certain amendments were also made to the escrow agreements in respect to the escrow accounts.

During the three and nine months ended September 30, 2022, $720 and $8,089, respectively, was released from the escrow accounts due to the FPA holders selling shares in the open market, which was accordingly reclassifiedForward Share Purchase Agreements. Note 21 provides additional information on the ~~Company's balance sheet from restricted cash to cash.~~

Effective August 1, 2022, the FPA holders elected to have Leafly repurchase their remaining 3,081 shares covered by the FPAs for an aggregate repurchase price of $31,663. As a result, the shares repurchased have been removed from Leafly's outstanding shares effective as of the date of purchase and placed into treasury. The FPA holders elected to have all but $360 disbursed from the escrow account and are able to claim the remainder any time until August 1, 2023. If unclaimed, the remaining funds in escrow will be distributed to the Company. Also, in connection with the settlement, 25 shares held by Merida Holdings, LLC were canceled, according to an agreement between the Company and Merida Holdings, LLC entered into upon execution of the FPAs.

amendments.

NOTE 14 — Equity Incentive Plans

The Company currently has four equity plans: the New Leafly 2021 Equity Incentive Plan (the “2021 Plan”), the Legacy Leafly 2018 Equity Incentive Plan (the “2018 Plan”), the New Leafy Earn Out Plan (“Earn Out Plan”), and the New Leafly 2021 Employee Stock Purchase Plan (the “ESPP”), which are discussed ~~in this Note 14 and in Note 15. Awards under the~~

~~2021 Plan are detailed~~ below. There were no options or other equity awards granted under the ~~2018 Plan~~plans during the three ~~and nine~~ months ended ~~September 30, 2022.~~

March 31, 2022 and 2021.

2021 Plan

The 2021 Plan became effective immediately upon closing of the Business Combination. Pursuant to the 2021 Plan, 4,502 shares of common stock ~~were~~are initially reserved for issuance. During the term of the 2021 Plan, the number of shares of common stock thereunder automatically increases on each January 1, commencing on January 1, 2023, and ending on (and including) January 1, 2031, by the lesser of (i) 10% of the fully diluted shares of common stock as of the last day of the preceding fiscal year and (ii) 4,502 shares (adjusted pursuant to the terms of the 2021 Plan).

~~In August 2022, the Company’s compensation committee~~ No awards have been granted under this plan as of the board of directors or an authorized executive of the Company granted stock options to purchase an aggregate of approximately 101 shares of common stock at an exercise price of $1.98 per share and granted 1,228 restricted stock units. Prior to such grants, no grants had been made under the 2021 Plan. See Note 21 for awards subsequent to September 30, 2022.

~~The fair value of each stock option award to employees is estimated on~~ the date of grant using the Black-Scholes option pricing model. The following weighted-average assumptions were used as inputs to the pricing model for options granted during the three and nine months ended September 30, 2022:


~~Risk-free interest rate~~	~~4.1~~	%
~~Expected term in years~~	~~4.06~~
~~Expected volatility~~	~~74.6~~	%
~~Expected dividend yield~~	~~0.0~~	%

~~Stock option activity under the 2021 Plan for the three months ended September 30, 2022 (there were no stock options granted previously under~~ this ~~plan) was as follows:~~

Number of
Shares Weighted Average
Exercise Price Aggregate
Intrinsic Value
Weighted Average
Remaining Contractual
Term (in years)
Outstanding at June 30, 2022 — $ — $ — —
Granted 101 1.98
Exercised — —
Forfeited or expired — —
Outstanding at September 30, 2022 101 $ 1.98 $ — 9.89
Vested and exercisable
— $ — $ — —

As of September 30, 2022, there was $114 of total unrecognized compensation cost related to stock options granted under the 2021 Plan. That cost is expected to be recognized over a weighted-average period of 3.36 years. The weighted-average grant date fair value of options granted under the 2021 Plan for the three and nine months ended September 30, 2022 was $1.16 per share.

~~Restricted stock unit activity under the 2021 Plan for the three months ended September 30, 2022 (there were no restricted stock units granted previously under this plan) was as follows:~~

Number of
Shares Weighted Average
Grant Date
Fair Value Total Fair Value
Unvested at June 30, 2022 — $ —
Granted 1,228 1.98 $ 2,432
Vested (173) 1.98 $ 325
Forfeited (65) 1.98
Unvested at September 30, 2022 990 $ 1.98

As of September 30, 2022, there was $1,825 of total unrecognized compensation cost related to unvested restricted stock units granted under the 2021 Plan. That cost is expected to be recognized over a weighted-average period of 3.34 years.

filing.

2018 Plan

The 2018 Plan became effective on April 17, 2018. The 2018 Plan terminated upon closing of the Business Combination in 2022, but then outstanding options under the 2018 Plan remain outstanding pursuant to their terms, with adjustments to the number of shares and exercise prices to reflect the terms of the Business Combination. The material terms of the 2018 Plan are:

•

~~In May 2021,~~Our compensation committee of the ~~Company’s~~ board of directors administers the 2018 Plan.

•Options under the 2018 Plan were granted to employees, directors, and consultants of the Company and its subsidiaries.

•In the event of a merger or other consolidation relating to the Company or the sale of all or substantially all of the Company’s stock or assets, all then-outstanding option would be treated as set forth in the agreement governing such transaction.

•With limited exceptions, options under the 2018 Plan are generally non-transferable prior to ~~purchase an aggregate of approximately 2,191 shares of common stock at an exercise price of $1.10 per share.~~

~~The fair value of each stock option award to employees is estimated on~~vesting unless otherwise determined by the ~~date of grant using~~plan administrator and are exercisable only by the ~~Black-Scholes option pricing model. The following weighted-average assumptions were used as inputs to the pricing model for options granted~~participant during ~~the nine months ended September 30, 2021 (there were no grants made in 2022):~~


~~Risk-free interest rate~~	~~1.0~~	%
~~Expected term in years~~	~~5.90~~
~~Expected volatility~~	~~61.2~~	%
~~Expected dividend yield~~	~~0.0~~	%

his or her lifetime.

Stock option activity under the 2018 Plan for the ~~quarterly periods~~three months ended ~~September 30,~~March 31, 2022 was as follows:


		Number of Shares	Weighted Average Exercise Price		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Term (in years)		Number of Shares	Weighted Average Exercise Price		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Term (in years)
Outstanding at January 1, 2022	Outstanding at January 1, 2022	3,851	$	1.77				Outstanding at January 1, 2022	3,851	$	1.77
Exercised	Exercised	(114)	1.12					Exercised	(114)	1.12
Forfeited or expired	Forfeited or expired	(56)	1.08					Forfeited or expired	(56)	1.08
Outstanding at March 31, 2022		3,681	$	1.78	$	23,918	8.62
Exercised		(29)	$	1.05
Forfeited or expired		(3)	$	2.30
Outstanding at June 30, 2022		3,649	$	1.78	$	11,307	8.35
Exercised		(5)	0.79
Forfeited or expired		(110)	7.75
Outstanding at September 30, 2022 1		3,534	$	1.60	$	84	8.29
Outstanding at March 31, 2022 1								Outstanding at March 31, 2022 1	3,681	$	1.78	$	23,918	8.62

Vested and exercisable	Vested and exercisable	1,849	$	1.18	$	82	7.80	Vested and exercisable	1,339	$	0.98	$	9,770	7.98

1 Includes ~~2,478, 0,~~2,576, 817, and ~~1,056~~289 of ~~awards accounted for as~~ service-based, performance-based, and market-based options, respectively, that ~~are vested, that~~ the Company currently deems probable of ~~vesting, or in the case of market-based options, that the Company is expensing so long as the respective service conditions are met.~~vesting. The performance options vest only if gross revenue equals or exceeds certain thresholds for the years ending

December 31, 2022 and 2023, while the market-based options will vest only if the price of the Company's common stock reaches a $1,000,000 market capitalization ~~target~~target for any 20 days during a 30-day period on or before the fourth anniversary of the closing of the ~~Merger.~~merger.

As of ~~September 30,~~March 31, 2022, there was: (i) ~~$1,219~~$1,800 of unrecognized compensation cost related to service-based awards, which is expected to be recognized over a weighted-average service period of approximately ~~2.13~~1.12 years; (ii) $577 of unrecognized compensation cost related to performance-based awards, which is expected to be recognized over a weighted-average service period of approximately 1.50 years; and ~~(ii) $1,687~~(iii) $680 of unrecognized compensation cost related to market-based awards, which is expected to be recognized over a weighted-average service period of approximately ~~1.55~~2.03 years.

The following ~~tables~~table presents the classification of stock-based compensation expense ~~under~~during the ~~2018 Plan and the 2021 Plan:~~three months ended March 31:


		Three Months Ended September 30, 2022				Nine Months Ended September 30,
		2022		2021		2022		2021			2022		2021
Sales and marketing	Sales and marketing	$	77	$	15	$	137	$	65	Sales and marketing	$	34	$	27
Product development	Product development	86		14		123		126		Product development	18		41
General and administrative	General and administrative	608		179		2,899		538		General and administrative	1,872		113
		$	771	$	208	$	3,159	$	729		$	1,924	$	181

Earn Out Plan

The Earn Out Plan became effective immediately upon closing of the Business Combination. Pursuant to the Earn Out Plan, approximately 571 shares of common stock have been reserved for issuance to employees and certain other eligible parties in the form of restricted stock units (“RSUs”). These RSUs will vest if the Company achieves certain thresholds prior to the third anniversary of the ~~Merger.~~merger. No RSUs have been awarded under the Earn Out Plan as of ~~September 30,~~March 31, 2022.

Option Modification

Concurrent with the closing of the Business Combination, the vesting provisions of certain stock options previously granted in 2021 to our Chief Executive Officer to purchase 2,917 shares of common stock were modified, and a corresponding charge of $1,366 was recorded for the three months ended March 31, 2022 to general and administrative expenses and additional paid-in capital. The original award included the following vesting provisions:

•Liquidity Event Option: A stock option to purchase 1,458 shares of common stock will vest upon the earlier of (a) the closing of the Initial Public Offering of the Company's common stock or (b) a change in control, provided the recipient remains in continuous ~~service.~~services.

•Milestone Option: A stock option to purchase 1,458 shares of common stock will vest one-third each upon the achievement of the three annual revenue targets of $75,000, $150,000 and $300,000, provided the recipient remains in continuous service.

The modified vesting provisions are as follows:

•Liquidity Event Option: A stock option to purchase 1,458 shares of common stock will vest as follows, provided the recipient remains in continuous service: 50% upon the closing of the Business Combination and 50% upon the earlier of (i) the Company's achievement of a $1,000,000 market capitalization for any 20 days during a 30-day period on or before the fourth anniversary of the closing of the Business Combination (the "Market Cap Milestone") or (ii) a change in control.

•Milestone Option: A stock option to purchase 1,458 shares of common stock will vest upon the achievement of the following milestones, provided that the recipient remains in continuous service:

◦First Milestone: 50% of the total number of shares subject to the stock ~~option~~options will vest if the Company's gross revenue for the year ending December 31, 2022 equals or exceeds $65,000. A pro rata amount vests in the event that the Company's gross revenue equals or exceeds 90% of the revenue target.

◦Second Milestone: 50% of the total number of shares subject to the stock ~~option~~options will vest if the Company's gross revenue for the year ending December 31, 2023 equals or exceeds $101,000. A pro rata amount vests in the event that the Company's gross revenue equals or exceeds 90% of the revenue target.

◦In the event the Second Milestone is achieved, any unvested portion of the stock option subject to the First Milestone will fully vest.

2117

◦In the event the Market Cap Milestone is achieved, any unvested portion of the Milestone Option will fully vest.

◦The date of vesting for the Milestone Option will be the earlier of (i) the date following the Company's filing with the SEC of its Form 10-K for the applicable fiscal year in which the applicable revenue target was attained or, (ii) the date of the Market Cap Milestone is achieved.

◦All shares subject to the Milestone Option will vest immediately upon a change in control.

◦The Milestone Option will remain outstanding unless and until the last possible time that the Second Milestone can be achieved, the Market Cap Milestone can be achieved, or a change in control may occur during the term of the Milestone Option award, subject to the recipient's continued service.

NOTE 15 — Employee Stock Purchase Plan

The 2021 Employee Stock Purchase Plan (the “ESPP”) became effective immediately upon closing of the Merger. Pursuant to the ESPP, 1,126 shares of common stock are initially reserved for issuance. During the term of the ESPP, the number of shares of common stock thereunder automatically increases on each January 1, commencing on January 1, 2023 and ending on (and including) January 1, 2031, by the lesser of (i) 2.5% of the fully diluted shares of common stock as of the last day of the preceding fiscal year and (ii) 1,126 shares (as adjusted pursuant to the terms of the ESPP). ~~The Company's current offering period runs from September 16, 2022 through March 15, 2023. Certain~~No employees ~~have enrolled but no purchases had been made~~participate in the ESPP yet as of ~~September 30, 2022.~~the date of this filing.

NOTE 16 — Related Party Transactions

~~One~~In June 2021, one of Leafly's significant investors, Brendan Kennedy, is a member of the board of directors of Tilray, Inc., which is the parent company of High Park Holdings Ltd., a customer of Leafly, and has therefore been identified as a related party. During the three months ended September 30, 2022 and 2021, the Company recorded approximately $— and $11, respectively, of revenue earned from contracts with this customer, and during the nine months ended September 30, 2022 and 2021, the Company recorded approximately $— and $125, respectively, of revenue earned from contracts with this customer.

~~In June 2021, Mr.~~ Kennedy, purchased a convertible promissory note totaling $1,000. The note was issued as part of the existing series of 2021 Notes (see Note 11) and was subject to the same interest rate, maturity, and conversion terms. This note converted to shares of Leafly common stock upon closing of the Business Combination in February 2022, along with the other 2021 Notes.

NOTE 17 – Defined Contribution Plan

The Company recognized expense from matching contributions to the Company-sponsored defined contribution retirement ~~(401k)~~ plan of ~~$225~~$244 and ~~$159~~$151 for the three months ended ~~September 30, 2022 and 2021, respectively, and $684 and $528 for the nine months ended September 30,~~March 31, 2022 and 2021, respectively.

NOTE 18 — Net ~~Income (Loss)~~Loss Per Share

Basic and diluted net ~~income (loss)~~loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Under the two-class method, basic net ~~income (loss)~~loss per share attributable to common stockholders is computed by dividing the net ~~income (loss)~~loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. ~~Shares repurchased and held in treasury by the Company are removed from the weighted-average number of shares of common stock outstanding as of the date of repurchase.~~

The Company considers its preferred stock to be participating securities. As of ~~September 30,~~March 31, 2022, the Company had ~~5,429~~1,625 outstanding shares of common stock that are in escrow and subject to earn-out conditions and thus forfeiture, which do not meet the criteria for participating securities (see Note 12 — Stockholders' Equity for additional information). Net ~~income (loss)~~loss is attributed to common stockholders and participating securities based on their participation rights. Net ~~income (loss)~~loss is not attributed to the preferred stock as the holders of the preferred stock do not have a contractual obligation to share in any losses.

Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of non-participating shares of common stock that are subject to forfeiture, stock options, preferred stock,

and convertible ~~notes, and other securities outstanding. Certain~~notes. As the Company has reported losses for all periods presented, all potentially dilutive securities are antidilutive and ~~as such, are excluded from the calculation of diluted earnings~~accordingly, basic net loss per share ~~and disclosed separately. Because of the nature of the calculation, particular securities may be dilutive in some periods and anti-dilutive in other periods.~~equals diluted net loss per share. The Class 1, 2, and 3 common shares presented below have been retroactively restated for all periods using the conversion ratio in connection with the Business Combination.

The following table presents the computation of basic and diluted net ~~income (loss)~~loss per share attributable to common stockholders, as a group, for the periods presented:

Three Months Ended
September 30, Nine Months Ended
September 30,
2022 2021 2022 2021
Net income (loss) (A) $ 15,454 $ (4,454) $ 10,837 $ (6,880)
Income impact of FPAs (3,939) — (346) —
Income impact of convertible promissory notes 600 — — —
Total undistributed income (loss) (B) 12,115 (4,454) 10,491 (6,880)
Weighted average shares outstanding (C) 35,580 24,923 35,260 24,832
Dilutive effect of FPAs 3,547 — 1,140 —
Dilutive effect of convertible promissory notes 2,477 — — —
Dilutive effect of stock-based awards 1,611 — 2,304 —
Common stock and common stock equivalents (D) 43,215 24,923 38,704 24,832
Net income (loss) per share:
Basic (A/C) $ 0.43 $ (0.18) $ 0.31 $ (0.28)
Diluted (B/D) $ 0.28 $ (0.18) $ 0.27 $ (0.28)


	Three Months Ended March 31,
	2022		2021
Net loss	$	(19,376)	$	(1,109)
Weighted average shares outstanding	37,525		30,904
Basic and diluted net loss per share	$	(0.52)	$	(0.04)

~~During~~The Company had four classes of common stock outstanding during a portion of the three months ended March 31, 2022, with the Class 1, 2, and 3 shares ~~were~~ outstanding during the period from January 1, 2022 through February 3, 2022, while ~~only one class of~~ common stock was outstanding ~~beginning~~from February 4, 2022 through March 31, 2022. During the three months ended March 31, 2021, only the Class 1, 2, and 3 ~~shares were~~stock was outstanding. Following are the calculations of basic and diluted net ~~income (loss)~~loss per share for each class of common ~~stock (refer to the tables above for the impact of common stock equivalents on common shares for the three and nine months ended September 30, 2022):~~stock:

Three Months Ended
September 30, 2022 Three Months Ended
September 30, 2021
Common Class 1 Class 2 Class 3
Net income (loss) $ 15,454 $ (1,676) $ (2,458) $ (320)
Weighted average shares outstanding 35,580 9,379 13,755 1,789
Common stock and common stock equivalents 43,215 9,379 13,755 1,789
Basic net income (loss) per share $ 0.43 $ (0.18) $ (0.18) $ (0.18)
Diluted net income (loss) per share $ 0.28 $ (0.18) $ (0.18) $ (0.18)


	Three Months Ended March 31, 2022
	Class 1		Class 2		Class 3		Common
Net loss	$	(2,748)	$	(4,030)	$	(585)	$	(12,013)
Weighted average shares outstanding	3,543		5,196		754		35,206
Basic and diluted net loss per share	$	(0.78)	$	(0.78)	$	(0.78)	$	(0.34)

Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2021
Common Class 1 Class 2 Class 3
Net loss $ 10,837 $ (2,598) $ (3,811) $ (471)
Weighted average shares outstanding 35,260 9,379 13,755 1,698
Common stock and common stock equivalents 38,704 9,379 13,755 1,698
Basic net income (loss) per share $ 0.31 $ (0.28) $ (0.28) $ (0.28)
Diluted net income (loss) per share $ 0.27 $ (0.28) $ (0.28) $ (0.28)


	Three Months Ended March 31, 2021
	Class 1		Class 2		Class 3
Net loss	$	(420)	$	(616)	$	(73)
Weighted average shares outstanding	9,379		13,755		1,629
Basic and diluted net loss per share	$	(0.04)	$	(0.04)	$	(0.04)

The following shares of common stock subject to ~~certain~~ instruments that are either non-participating or subject to forfeiture were excluded from the computation of diluted net income per share attributable to common stockholders for the periods presented as their effect would have been antidilutive (with figures recast using the conversion ratio for the Business Combination, as applicable):

Three Months Ended
September 30, Nine Months Ended September 30,
2022 2021 2022 2021
Shares subject to warrants 10,451 — 10,451 —
Shares subject to convertible promissory notes — 12,240 2,428 12,240
Preferred stock — 6,141 — 6,141
Escrow Shares 1,625 — 1,625 —
Shares subject to outstanding common stock options and RSUs 1,056 3,785 1,056 3,785
Shares subject to stockholder earn-out rights 5,429 — 5,429 —
$ 18,561 $ 22,166 $ 20,989 $ 22,166


	Three Months Ended March 31,
	2022	2021
Shares subject to outstanding common stock options	3,681	1,827
Shares subject to convertible promissory notes	2,400	—
Shares subject to shareholder earn-out rights	5,429	—
Shares subject to Public Warrants	6,501	—
Shares subject to Private Warrants	3,950	—
Escrow Shares (see Note 12)	1,625	—
Series A preferred stock	—	6,140
	23,586	7,967

See ~~Note~~Note 11 for additional information regarding convertible promissory ~~notes,~~notes. See Note 12 for additional information regarding ~~stockholder earn-out rights,~~the terms of the preferred ~~stock, and Escrow Shares, Note 13 for additional information regarding warrants, and~~stock. See Note 14 for additional information regarding stock ~~options and RSUs.~~options.

NOTE 19 — Segment Reporting

Segment revenue and gross profit were as follows during the periods presented:

Three Months Ended
September 30, Nine Months Ended
September 30,
2022 2021 2022 2021
Revenue:
Retail $ 9,042 $ 8,606 $ 27,286 $ 24,572
Brands 2,739 2,290 7,965 6,387
Total revenue $ 11,781 $ 10,896 $ 35,251 $ 30,959
Gross profit:
Retail 7,979 7,744 24,193 22,339
Brands 2,287 1,891 6,647 5,056
Total gross profit $ 10,266 $ 9,635 $ 30,840 $ 27,395


	Three Months Ended March 31,
	2022		2021
Revenue:
Retail	$	9,179	7,821
Brands	2,241		1,654
Total revenue	$	11,420	$	9,475
Gross profit:
Retail	8,139		7,091
Brands	1,826		1,294
Total gross profit	$	9,965	$	8,385

Assets are not allocated to segments for internal reporting presentations, nor are depreciation and amortization.

Geographic Areas

The Company’s operations are primarily in the U.S. and to a lesser extent, in certain other countries. Refer to Note 9 for revenue classified by major geographic area.

NOTE 20 — Fair Value Measurements

The Company follows the guidance in ASC 820, "Fair Value Measurement," for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The Company’s financial instruments include cash equivalents, restricted cash, accounts receivable from customers, accounts payable and accrued liabilities, all of which are typically short-term in nature. The Company believes that the carrying amounts of these financial instruments reasonably approximate their fair values due to their short-term nature.

The following table presents information about the Company’s ~~derivative~~ liabilities that are measured at fair value on a recurring basis ~~beginning~~at March 31, 2022 and February 4, 2022 (the date of closing of the Business Combination) when the ~~derivative~~ liabilities were assumed, and ~~discloses~~indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
Description Level Fair Value at September 30, 2022 Fair Value at June 30, 2022 Fair Value at February 4, 2022
Gain (Loss) Three Months Ended September 30, 20221
Gain (Loss) Nine Months Ended September 30, 20221
Private Warrants derivative liability 3 $ 662 $ 3,693 $ 3,916 $ 3,031 $ 3,254
Forward share purchase agreements derivative liability 2
3 — 17,763 14,170 3,939 346
Escrow Shares derivative liability 3 47 3,481 6,868 3,434 6,821
Stockholder earn-out rights derivative liability 3 288 12,147 26,131 11,859 25,843
Total $ 997 $ 37,084 $ 51,085 22,264 $ 36,264

1 ~~Totals may not foot due to rounding.~~

2 ~~The forward share purchase agreements were settled effective August 1, 2022, at which time the fair value was $13,824 based on cash settlement.~~


Description	Level	March 31, 2022		Gain (Loss)		February 4, 2022
Private Warrants derivative liability	3	$	7,989	$	(4,073)	$	3,916
Forward share purchase agreements derivative liability	3	7,452		6,718		14,170
Escrow Shares derivative liability	3	10,129		(3,261)		6,868
Shareholder earn-out rights derivative liability	3	35,912		(9,781)		26,131
Total		$	61,482	$	(10,397)	$	51,085

2520

~~Assumptions used to determine the fair values are presented in the following sections:~~

Private Warrants Derivative Liability

Please see discussion of the Private Warrants in Note 13. The following table presents a summary of the changes in the fair value of the Private Warrants derivative liability:



February 4, 2022	$	3,916
Change in fair value		4,073
March 31, 2022	$	7,989

The Private Warrants were valued using a Black-Scholes model and the following Level 3 inputs:


		September 30, 2022		June 30, 2022		February 4, 2022			March 31, 2022		February 4, 2022
Exercise price	Exercise price	$	11.50	$	11.50	$	11.50	Exercise price	$	11.50	$	11.50
Stock price	Stock price	$	0.68	$	4.50	$	6.53	Stock price	$	8.28	$	6.53
Volatility	Volatility	98.0%		51.6%		34.3%		Volatility	36.7%		34.3%
Term (in years)	Term (in years)	4.34		4.59		5.00		Term (in years)	4.85		5.00
Risk-free rate	Risk-free rate	4.1%		3.0%		1.8%		Risk-free rate	2.4%		1.8%
Dividend yield	Dividend yield	0.0%						Dividend yield	0.0%

The volatility input was calculated using a weighted average of historical volatilities from select benchmark companies and the volatility of the Public Warrants. The term input represents the maximum contractual term, though the Private Warrants may be exercised earlier. The interest rate input is the U.S. Treasury constant maturity rate for the instrument that most closely matches the term input.

Forward Share Purchase Agreements Derivative Liability

Please see discussion of the FPAs in Notes 13 and 21. The following table presents a summary of the changes in the fair value of the FPA derivative liability:



February 4, 2022	$	14,170
Change in fair value		(6,718)
March 31, 2022	$	7,452

The FPAs were valued using a Black-Scholes model and the following Level 3 inputs:


		September 30, 2022	June 30, 2022		February 4, 2022			March 31, 2022		February 4, 2022
Exercise price - one agreement	Exercise price - one agreement	N/A	$	10.31	$	10.16	Exercise price - one agreement	$	10.16	$	10.16
Exercise price - three agreements	Exercise price - three agreements	N/A	$	10.16	$	10.01	Exercise price - three agreements	$	10.01	$	10.01
Stock price	Stock price	N/A	$	4.50	$	6.53	Stock price	$	8.28	$	6.53
Volatility	Volatility	N/A	70.4%		63.9%		Volatility	72.6%		63.9%
Term (in years)	Term (in years)	N/A	0.09		0.24		Term (in years)	0.09		0.24
Risk-free rate	Risk-free rate	N/A	1.3%		0.2%		Risk-free rate	0.2%
Dividend yield	Dividend yield	N/A	0.0%				Dividend yield	0.0%

The volatility input was calculated using a weighted average of historical volatilities from select benchmark companies. The term input represents the maximum contractual term, though the shares underlying the FPAs may be sold by the holders into the open market earlier, which in some cases they have been (see Note ~~13)~~21). The interest rate input is the U.S. Treasury constant maturity rate for the instrument that most closely matches the term input.

Escrow Shares Derivative Liability

Please see discussion of the Escrow Shares in Note 12. The following table presents a summary of the changes in the fair value of the Escrow Shares derivative liability:



February 4, 2022	$	6,868
Change in fair value		3,261
March 31, 2022	$	10,129

The Escrow Shares derivative liability was calculated using a binomial lattice model and the following Level 3 inputs:


		September 30, 2022		June 30, 2022		February 4, 2022			March 31, 2022		February 4, 2022
First stock price trigger	First stock price trigger	$	13.50	$	13.50	$	13.50	First stock price trigger	$	13.50	$	13.50
Second stock price trigger	Second stock price trigger	$	15.50	$	15.50	$	15.50	Second stock price trigger	$	15.50	$	15.50
Stock price	Stock price	$	0.68	$	4.50	$	6.53	Stock price	$	8.28	$	6.53
Volatility	Volatility	79.0%		68.0%		64.0%		Volatility	63.0%		64.0%
Term (in years)	Term (in years)	2.34		2.59		3.00		Term (in years)	2.85		3.00
Risk-free rate	Risk-free rate	4.2%		3.0%		1.6%		Risk-free rate	2.4%		1.6%
Dividend yield	Dividend yield	0.0%						Dividend yield	0.0%

The volatility input was calculated using a weighted average of historical volatilities from select benchmark companies. The term input represents the maximum contractual term, though the shares may be released from escrow earlier. The interest rate input is the U.S. Treasury constant maturity rate for the instrument that most closely matches the term input.

~~Stockholder~~Shareholder Earn-Out Rights Derivative Liability

Please see a discussion of the shareholder earn-out rights in Note 12. The ~~stockholder~~following table presents a summary of the changes in the fair value of the shareholder earn-out rights derivative liability:



February 4, 2022	$	26,131
Change in fair value		9,781
March 31, 2022	$	35,912

The shareholder earn-out rights were valued using a binomial lattice model and the following Level 3 inputs:


		September 30, 2022		June 30, 2022		February 4, 2022			March 31, 2022		February 4, 2022
First stock price trigger	First stock price trigger	$	13.50	$	13.50	$	13.50	First stock price trigger	$	13.50	$	13.50
Second stock price trigger	Second stock price trigger	$	15.50	$	15.50	$	15.50	Second stock price trigger	$	15.50	$	15.50
First revenue trigger	First revenue trigger	$	65,000	$	65,000	$	65,000	First revenue trigger	$	65,000	$	65,000
Second revenue trigger	Second revenue trigger	$	101,000	$	101,000	$	101,000	Second revenue trigger	$	101,000	$	101,000
Stock price	Stock price	$	0.68	$	4.50	$	6.53	Stock price	$	8.28	$	6.53
2022 Revenue assumption	2022 Revenue assumption	$	47,500	$	49,500	$	55,500	2022 Revenue assumption	$	55,500	$	55,500
Volatility	Volatility	79.0%		68.0%		64.0%		Volatility	63.0%		64.0%
Term (in years)	Term (in years)	2.34		2.59		3.00		Term (in years)	2.85		3.00
Risk-free rate	Risk-free rate	4.2%		3.0%		1.6%		Risk-free rate	2.4%		1.6%
Dividend yield	Dividend yield	0.0%						Dividend yield	0.0%

The revenue assumption input represents the midpoint of revenue guidance the Company ~~had provided in the respective period.~~has provided. The volatility input was calculated using a weighted average of historical volatilities from select benchmark companies. The term input represents the maximum contractual term, though the ~~stockholder~~shareholder earn-out rights may vest earlier. The interest rate input is the U.S. Treasury constant maturity rate for the instrument that most closely matches the term input.

NOTE 21 - Subsequent ~~Events~~

~~Issuance of Restricted Stock Units~~Event

~~On October 6, 2022, the Company awarded 512,203 restricted stock units to employees and members of its board of directors, and 819,721 performance stock units to employees.~~

~~Restructuring Plan~~

On October 18, 2022, the Company committed to a restructuring plan (the “Restructuring Plan”), which is intended to support its strategic plan in an effort to improve operating performance and ensure that the Company is appropriately structured and resourced to deliver sustainable value to its customers and shareholders. Key activities under the Restructuring Plan include a focus on efficiency and cost-saving efforts, which includes decreasing, through attrition and layoffs, total headcount by approximately 56 employees upon the completion of the Restructuring Plan. These activities are expected to be substantially completed by the end of 2022.

The Company currently estimates it will incur cash pre-tax restructuring charges of approximately $500, primarily in the fourth quarter of 2022, as a result of the Restructuring Plan, comprised primarily of one-time severance and other employee-related termination benefits. Estimated amounts are subject to change until finalized.

~~Nasdaq Notifications of Noncompliance~~

On October 28, 2022, the Company received a letter from the staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) providing notification that the Company no longer complies with the $50 million in market value of listed securities standard for continued listing on the Nasdaq Global Market under Nasdaq’s Listing Rule 5450(b)(2)(A) and that the Company also does not comply with either of the two alternative standards of Listing Rule 5450(b), the equity standard and the total assets and total revenue standard. On November 2, 2022, Leafly received another letter from the Nasdaq staff providing notification that, for the previous 30 consecutive business days, the bid price for Leafly’s common stock had closed below the $1.00 per share minimum bid price requirement for continued listing under Nasdaq Listing Rule 5450(a)(1). The notices have no immediate effect on the listing of the Company’s common stock or warrants, and its common stock and warrants will continue to trade on The Nasdaq Global Market under the symbol “LFLY” and “LFLYW,” respectively.

The notification of noncompliance has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Global Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has been provided an

2722

~~initial period~~On May 3, 2022, Leafly and the holders entered into amendments to the FPAs discussed in Note 13 (the “Amended FPAs”). The Amended FPAs modified the price at which the applicable holder has the right, but not the obligation, to have Leafly repurchase certain shares held by the applicable holder as of ~~180 calendar days, or until April 26, 2023, to regain compliance with~~ the ~~minimum bid price requirement. To regain compliance,~~closing of the Business Combination and not later sold into the market ~~value~~to a price of $10.16 per share (with respect to 686 of the ~~Company’s common stock must be $50 million or more for a minimum~~shares subject to the Amended FPAs) and $10.31 per share (with respect to 2,404 of ~~10 consecutive business days at any time before April 26, 2023 and we must otherwise satisfy~~ the ~~Nasdaq Global Market’s requirements for continued listing. In accordance with Nasdaq Listing Rule 5810(c)(3)(A),~~shares subject to the ~~Company~~Amended FPAs). The Amended FPAs also modified the date by which such holders may elect to have Leafly repurchase their shares to August 1, 2022.

Since the date of the closing of the Business Combination, $7,276 has been ~~provided~~released from escrow accounts relating to the FPA holders selling shares in the open market, net of an ~~initial period of 180 calendar days, or until May 1, 2023,~~incremental $464 added to ~~regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price~~escrow funds in respect of the ~~Company’s common stock must be $1.00 per share or more for a minimum of 10 consecutive business days at any time before May 1, 2023 and we must otherwise satisfy~~increased put price related to the ~~Nasdaq Global Market’s requirements for continued listing The Company's failure~~Amended FPAs, which was accordingly moved from restricted cash to ~~regain compliance~~cash upon release. Of this amount, $1,966 was recognized during ~~this period could result in delisting.~~

If the ~~Company is not able to achieve compliance with an applicable listing standard under Listing Rule 5450(b)~~three months ended March 31, 2022, while the remainder was recognized thereafter but prior to April 26, 2023, the Company may be eligible to transfer the listing for its common stock to the Nasdaq Capital Market. To qualify, the Company would be required to meet the continued listing requirements for the Nasdaq Capital Market.

If the Company does not regain compliance with the minimum bid price requirement by May 1, 2023, the Company may be eligible for an additional 180 calendar day compliance period. To qualify, the Company would need to transfer the listing of its common stock to the Nasdaq Capital Market, provided that it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the minimum bid price requirement, and would need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. However, if it appears to the Staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq would notify the Company that its securities would be subject to delisting. In the event of such a notification, the Company may appeal the Staff’s determination to delist its securities, but there can be no assurance the Staff would grant the Company’s request for continued listing.

~~Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

The following Management’s Discussion and Analysis (“MD&A”) should be read in conjunction with the condensed consolidated financial statements and related notes. The MD&A is intended to assist in understanding our financial condition and results of operations. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated due to various factors discussed under “Risk Factors” in our Annual Report on Form 10-K and “Cautionary Note Regarding Forward-Looking Statements” infiling this Quarterly Report on Form 10-Q.

~~Amounts in this section are presented in thousands, except for per share numbers and percentages.~~

~~Merger with Merida~~

On February 4, 2022, Leafly consummated the Business Combination pursuant to the Merger Agreement and became a public company. While the legal acquirer in the Business Combination was Merida, for financial accounting and reporting purposes under U.S. GAAP, Leafly is the accounting acquirer with the Business Combination accounted for as a “reverse recapitalization.” A reverse recapitalization does not result in a new basis of accounting, and the financial statements of the combined entity represent the continuation of the financial statements of Leafly. Under this method, Merida is treated as the “~~acquired” company and Leafly is the accounting acquirer with the transaction treated as a recapitalization of Leafly.~~

Accordingly, the consolidated assets, liabilities, and results of operations of Leafly became the historical financial statements, with Merida’s assets, liabilities and results of operations consolidated with Leafly’s beginning on the Business Combination date. Except for certain derivative liabilities (which were measured at fair value), the assets and liabilities of Merida were recognized at historical cost (which is consistent with carrying value) and were not material, with no goodwill or other intangible assets recorded. Operations prior to the closing of the Business Combination presented for comparative purposes below are those of Leafly.

~~Business Overview~~

Leafly is a leading online cannabis discovery marketplace and resource for cannabis consumers. Leafly provides an information resource platform with a deep library of content, including detailed information about cannabis strains, retailers and current events. We are a trusted destination to discover legal cannabis products and order them from licensed retailers with offerings that include subscription-based products and digital advertising. Leafly was founded in 2010 and is headquartered in Seattle with 259 employees as of September 30, 2022.

Leafly is one of the cannabis industry’s leading marketplaces for brands and retailers to reach one of the largest audiences of consumers interested in cannabis. Our platform includes educational information, strains data, and news, enabling consumers to use Leafly’s content library to have an informed shopping experience. Leafly reduces the friction caused by fragmented regulation of cannabis across North America and offers a compliant digital marketplace that connects cannabis consumers with legal and licensed retailers and brands nearest them.

Leafly allows each shopper to tailor their journey, selecting the store, brand, and cannabis form-factor that appeals to them. Once that shopper builds a basket and is ready to order, our non-plant-touching business model sends that order reservation to the store for payment and fulfillment. By matching stores and shoppers, we deliver value to all constituencies. We monetize our platform primarily through the sale of subscription packages, bundling e-commerce software and advertising solutions, as well as non-subscription-based advertising to retailers and brands. Through the participation on our platform, retailers and brands can reach and engage the millions of average monthly active users ("MAUs") on our platform, one of the largest cannabis-focused audiences in the world.

During the second quarter and continuing into the third quarter, we began to see some macro-economic impacts on the business. Our retailer, brands, and multi state operator customers signaled that their advertising budgets are under scrutiny and, in some cases, froze their advertising spend. In addition, we saw a continuation of customer account churn in our less mature markets, which we first observed late in the first quarter. In light of the current macroeconomic environment, we are taking a more conservative view of the final quarter of the year and are taking steps to manage the business accordingly. We have implemented plans to reduce operating expenses, including an announced headcount reduction of 56 employees or approximately 21% of our workforce. We expect to incur non-recurring cash charges of approximately $500 associated with the headcount reductions during the fourth quarter of 2022. We anticipate these and other changes in our cost structure in 2022 will save approximately $16,000 in cash costs annually once all of the restructuring and other cost savings initiatives are fully implemented. These cost reductions are not expected to have a significant impact on the scope of our business. We will focus on maximizing efficiencies across all areas, investing in projects and products that we expect will result in the highest returns.

~~Merger and Public Company Costs~~

As a consequence of the Business Combination, Leafly became the successor to an SEC-registered and Nasdaq-listed company which requires Leafly to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices. Leafly has incurred, and expects to continue to incur, additional expenses as a public company for, among other things: additional directors’ and officers’ liability insurance; compensation for directors and additional internal and external accounting, legal, and administrative resources, including increased audit and legal fees; and costs of certain related software tools.

Direct costs of the Business Combination and resulting recapitalization have been recorded to additional paid-in capital and other expense, as appropriate (see Note 2 to our condensed consolidated financial statements within this Quarterly Report), while general costs associated with becoming and operating as a public company have been expensed throughout operating expenses within our Consolidated Statements of Operations, as applicable, primarily to general and administrative. We currently anticipate we will incur approximately $8,500 to $9,500 annually in incremental cash costs of operating as a public company. This estimate does not reflect general increases in costs due to growing our business. Non-cash stock-based compensation expenses may also increase significantly as we transition to operating as a public company, leveraging our available equity, including derivatives thereof, to fund operations. These estimates and expectations may change as we begin to experience these new conditions.

~~Key Metrics~~

~~In addition to the measures presented in our condensed consolidated financial statements, our management regularly monitors certain metrics in the operation of our business:~~

~~Monthly active users~~

Monthly active users (“MAUs”) represents the total unique visitors to Leafly websites and native apps each month, which in turn represents the maximum potential unique visitors that could become a customer of a dispensary or brand listed on Leafly’s platform, within a given month. Leafly’s revenue model for dispensaries and brands is based, in part, on the number of visitors it can drive to dispensary or brand listings on the platform. Providing more visitors, as represented by MAUs, may lead to increased advertising rates for both dispensaries and brands.

Users (visitors) are considered active by initiating a session on at least one webpage or app. Each month’s MAUs is the total of unique visitors to Leafly during the specified month and includes both new visitors as well as those returning from the previous month. We count a unique user the first time an individual accesses one of our websites or native apps during a calendar month. If an individual accesses our websites using different web browsers within a given month, the first access by each such web browser is counted as a separate unique user. If an individual accesses more than one of our websites or native apps in a single month, the first access to each website or app is counted as a separate unique user since unique users are tracked separately for each domain and native app. The unique visitors are measured using Google Analytics for our web applications and Firebase for our native applications.

Due to third-party technological limitations, user software settings, or user behavior, Google Analytics may assign a unique cookie to different instances of access by the same individual to our websites. In such instances, Google Analytics would count different instances of access by the same individual as separate unique users. Accordingly, reliance on the number of unique users counted by Google Analytics may overstate the actual number of unique users who access our websites during the period. Additionally, we cannot differentiate between a user who accesses Leafly across both the web and a native app, which could overstate the number of unique users.

A growing number of MAUs is indicative of our overall product health as it is the result of metrics reflecting both retention and acquisition of customers of our suppliers. While we consider MAUs to be a leading indicator of general product health representing the blend of new customer acquisition and the retention of returning customers, we also acknowledge that this must be paired with a deeper analysis of MAU behavioral metrics. We measure the quality of experience by looking at MAU cohorts engagement behaviors as measured by time on site, interaction with personalization features such as favoriting and following, and orders placed.

~~Ending retail accounts~~

Ending retail accounts is the number of paying retailer accounts with Leafly as of the last month of the respective period. Retail accounts can include more than one retailer. This metric is helpful because it represents a portion of the volume element of our revenue and provides an indication of our market share.

~~Retailer average revenue per account~~

Retailer ARPA is calculated as monthly retail revenue, on an account basis, divided by the number of retail accounts that were active during that same month. An active account is one that had an active paying subscription with Leafly in the month. Leafly does not provide retailers with an ongoing free subscription offering but may offer a free introductory period with certain subscriptions. This metric is helpful because it represents the price element of our revenue.

~~The tables below presents these measures for the respective periods:~~

Three Months Ended September 30, 2022 2021 Change Change (%)
Average Monthly Active Users ("MAUs") (in thousands)1
8,187 9,433 (1,246) (13) %
Ending retail accounts2
5,637 4,769 868 18 %
Retailer average revenue per account ("ARPA")3
$ 556 $ 621 $ (65) (10) %

1 Calculated as a simple average for the period presented. Using the prior calculation that excluded native apps, Average MAUs would have been 7,510 and 8,754 for the three months ended September 30, 2022 and 2021, respectively, for a decrease of 1,244, or 14%.

2 ~~Represents the amount outstanding in the last month of the respective period.~~

3 Calculated as a simple average of monthly retailer ARPA for the period presented. Using the prior calculation of retailer ARPA which included retail revenue on a product basis, retailer ARPA would have been $551 and $619 for the three months ended September 30, 2022 and 2021, respectively, for a decrease of $68 or 11%.

Nine Months Ended September 30, 2022 2021 Change Change (%)
Average Monthly Active Users ("MAUs") (in thousands)1
7,940 10,451 (2,511) (24) %
Ending retail accounts2
5,637 4,769 868 18 %
Retailer average revenue per account ("ARPA")3
$ 570 $ 649 $ (79) (12) %

1 Calculated as a simple average for the period presented. Using the prior calculation that excluded native apps, Average MAUs would have been 7,266 and 9,700 for the nine months ended September 30, 2022 and 2021, respectively, for a decrease of 2,434, or 25%.

2 ~~Represents the amount outstanding in the last month of the respective period.~~

3 Calculated as a simple average of monthly retailer ARPA for the period presented. Using the prior calculation of retailer ARPA which included retail revenue on a product basis, retailer ARPA would have been $567 and $645 for the nine months ended September 30, 2022 and 2021, respectively for a decrease of $78 or 12%.

MAUs decreased 13% and 24% for the three and nine months ended September 30, 2022 compared to the same periods in 2021 due to people not shopping online at the same pace as they did during the pandemic, along with a decline in organic search traffic (in particular, our news and learn sections). The 13% decline for the three months ended September 30, 2022 represents a slowing rate of decline in Average MAUs and shows a sequential improvement over the decline witnessed in the second quarter of this year. The Company continues to focus primarily on growing the number of supply partners on the platform, leading to an 18% growth in year over year ending retail accounts. Part of this growth in retail accounts included expanding into lower penetration markets at a lower price point, a strategic decision which contributed to a 10% and 12% decline in ARPA for the three and nine months ended September 30, 2022, respectively.

~~Discussion of our Results of Operations~~

~~Revenue~~

Three Months Ended September 30, 2022 2021 Change ($) Change (%)
Retail $ 9,042 $ 8,606 $ 436 5 %
Brands 2,739 2,290 449 20 %
Total revenue $ 11,781 $ 10,896 $ 885 8 %

Nine Months Ended September 30, 2022 2021 Change ($) Change (%)
Retail $ 27,286 $ 24,572 $ 2,714 11 %
Brands 7,965 6,387 1,578 25 %
Total revenue $ 35,251 $ 30,959 $ 4,292 14 %

~~Retail~~

Retail revenue from digital media display ads from licensed dispensaries increased $424 and subscriptions revenue decreased $20 for the three months ended September 30, 2022 and increased $1,873 and $757, respectively, for the nine months ended September 30, 2022. Digital media display ads revenue growth was driven by increased volumes of display ads sold. The subscriptions revenue decline in the current quarter was driven by lower prices, reflecting turnover among accounts with higher ARPA combined with the acquisition of accounts with lower ARPA. For the nine-month period ended September 30, 2022, the increase in retail subscription revenue was driven by higher volume, reflected in an 18% increase in the number of ending retail accounts, offset in part by the price dynamics just discussed.

The Company's continued focus on adding ending retail accounts, with a reduction in prices in target markets, reflects a strategic decision to attract a greater number of local retailers onto our platform. In 2022, we continued use of a regional pricing model based on traffic and orders, which had the effect of decreasing overall prices within our mix of revenue during 2022 when compared to 2021, as reflected in a 10% and 12% decrease in ARPA for the three and nine months ended September 30, 2022, respectively.

~~Brands~~

~~For the three months ended September 30, 2022, Brands revenue increased due primarily to:~~

•~~direct-to-consumer marketing revenue increase of $193;~~

•~~digital media display ads (including audience extension services) revenue increase of $99;~~

•~~subscriptions revenue increase of $78; and~~

•~~revenue of $49 from newly offered licensing of data for use in brands advertising.~~

~~For the nine months ended September 30, 2022, Brands revenue increased due primarily to:~~

•~~direct-to-consumer marketing revenue increase of $510;~~

•~~subscriptions revenue increase of $286;~~

•~~digital media display ads (including audience extension services) revenue increase of $304; and~~

•~~revenue of $333 from newly offered licensing of data for use in brands advertising.~~

The Company’s current systems do not allow us to precisely quantify changes in Brands revenue attributable to price and volume. We continue to implement systems and processes that will allow us to do so. In the meantime, the information we

have from our existing systems, combined with our knowledge of changes in list prices, informs the discussion of Brands volume and pricing that follows. We believe Brands revenue grew primarily due to increased volume. We offer a solution for brands that continue to lack access to their target audience through certain traditional advertising channels that do not work with the cannabis industry, and as CBD and related cannabis-adjacent brands want to advertise to our audience.

~~Cost of revenue~~

Three Months Ended September 30, 2022 2021 Change ($) Change (%)
Retail $ 1,063 $ 862 $ 201 23 %
Brands 452 399 53 13 %
Total cost of revenue $ 1,515 $ 1,261 $ 254 20 %

Nine Months Ended September 30, 2022 2021 Change ($) Change (%)
Retail $ 3,093 $ 2,233 $ 860 39 %
Brands 1,318 1,331 (13) (1) %
Total cost of revenue $ 4,411 $ 3,564 $ 847 24 %

~~Retail~~

Retail cost of revenue increased due primarily to a $74 and $479 increase in business platform costs, primarily data licensing fees, for the three and nine months ended September 30, 2022, respectively, and due to $47 and $170 higher website infrastructure costs, primarily hosting fees, respectively. Retail cost of revenue also increased $79 and $200 for the three and nine months ended September 30, 2022, respectively, due to increased headcount costs, generally.

~~Brands~~

Brands cost of revenue increased across nearly all components when comparing the three months ended September 30, 2022 to the prior year. Partially offsetting these increases was a decrease of $55 in costs of audience extension services, corresponding to decreased associated revenue.

Brands cost of revenue decreased for the nine months ended September 30, 2022, primarily reflecting a decrease of $346 in costs of audience extension, corresponding to decreased associated revenue. Partially offsetting this decrease were $147 higher business platform costs and $68 higher website infrastructure costs, as described under Retail cost of revenue above, as these costs are shared across both of our segments. Brands cost of revenue also increased $86 for the nine months ended September 30, 2022, due to increased headcount costs, generally.

~~Operating expenses~~

Three Months Ended September 30, 2022 2021 Change ($) Change (%)
Sales and marketing $ 6,403 $ 4,999 $ 1,404 28 %
Product development 3,406 3,522 (116) (3) %
General and administrative 6,489 4,949 1,540 31 %
Total operating expenses $ 16,298 $ 13,470 $ 2,828 21 %

Nine Months Ended September 30, 2022 2021 Change ($) Change (%)
Sales and marketing $ 21,529 $ 13,148 $ 8,381 64 %
Product development 10,927 9,905 1,022 10 %
General and administrative 20,730 10,485 10,245 98 %
Total operating expenses $ 53,186 $ 33,538 $ 19,648 59 %

Sales and marketing expenses grew as we made additional investments in this area of our business following increased funding through the issuance of the 2022 Notes, with cost temperament beginning in the third quarter as we began to implement the cost reduction activities described under "- ~~Business Overview"~~ ~~above. We (decreased) increased advertising and marketing spending by $(508) and $1,848 and employee compensation costs by $1,734 and $5,652, when comparing~~

the three and nine months ended September 30, 2022, respectively, to the same periods in 2021. We increased our number of sales and marketing staff by approximately 75% and 50%, respectively, when comparing these periods.

Product development expenses behaved similarly to sales and marketing expenses, growing with additional funding and beginning to slow as we implemented cost reduction activities. Professional services fees included within product development grew $258 and $1,064 for the three and nine months ended September 30, 2022, respectively, largely related to the use of outsourced providers for staff augmentation. Also within product development are increases in headcount costs generally offset by capitalized product development costs in 2022. Headcount costs prior to capitalization increased approximately $311 and $1,825 for the three and nine months ended September 30, 2022, respectively. Product development expenses are reported net of $755 and $2,081 of costs capitalized to internal-use software for the three and nine months ended September 30, 2022, respectively. No amounts were capitalized in 2021. See Note 6 to our condensed consolidated financial statements within this Quarterly Report for more information.

~~General and administrative expenses increased for the three and nine months ended September 30, 2022, respectively, due primarily to:~~

•~~a $1,385 and $3,848 increase in insurance costs, primarily related to directors and officers insurance for post-Business Combination coverage;~~

•a $275 and $3,079 increase in compensation, including $426 and $2,359 of stock-based compensation expenses, primarily associated with the modification of certain options held by our CEO, the hiring of several senior-level employees during the fourth quarter of 2021, and higher rates of salaries, stock-based compensation, and related benefits and bonuses in general; and

•a $(536) decrease and a $1,751 increase in professional services fees, largely related to the Business Combination and becoming a public company, offset by decreased recruiting fees as we generally moved these activities in-house and reduced our hiring during the third quarter of 2022; and

•~~a $264 and $732 increase in costs of software.~~

~~Other income and expense~~

Three Months Ended September 30, 2022 2021 Change ($)
Change (%) 1
Interest expense, net $ (705) $ (590) $ (115) 19 %
Change in fair value of derivatives 22,264 — 22,264 nm
Other expense, net (73) (29) (44) nm
Total other income (expense) $ 21,486 $ (619) $ 22,105 nm

1 ~~An "nm" reference means the percentage is not meaningful.~~

Nine Months Ended September 30, 2022 2021 Change ($)
Change (%) 1
Interest expense, net $ (2,119) $ (698) $ (1,421) 204 %
Change in fair value of derivatives 36,264 — 36,264 nm
Other expense, net (962) (39) (923) nm
Total other income (expense) $ 33,183 $ (737) $ 33,920 nm

1 ~~An "nm" reference means the percentage is not meaningful.~~

Interest expense, net increased due to higher principal balances of convertible promissory notes outstanding, on average, for the three and nine months ended September 30, 2022, respectively, when compared to the same periods in 2021.

~~The change in fair value of derivatives is due to the recording of derivatives in~~ connection with the Business Combination and changes in their valuations. See Note 20 to our condensed consolidated financial statements within this Quarterly Report for details on the valuations and the fair value changes in the periods presented.

~~Other expense, net increased for the nine months ended September 30, 2022 due primarily to $874 of costs incurred in connection with the Business Combination, which~~Amended FPAs, certain amendments were allocated upon closing of the Business Combination to newly issued derivative liabilities that are recorded at fair value on a recurring basis. See Note 2 to our condensed consolidated financial statements within this Quarterly Report for information on allocation of these costs.

~~Non-GAAP Financial Measures~~

~~Earnings Before Interest, Taxes and Depreciation and Amortization (EBITDA) and Adjusted EBITDA~~

To provide investors with additional information regarding our financial results, we have disclosed EBITDA and Adjusted EBITDA, both of which are non-GAAP financial measures that we calculate as net income (loss) before interest, taxes and depreciation and amortization expense in the case of EBITDA and further adjusted to exclude non-cash, unusual and/or infrequent costs in the case of Adjusted EBITDA. Below we have provided a reconciliation of net income (loss) (the most directly comparable GAAP financial measure) to EBITDA and from EBITDA to Adjusted EBITDA.

We present EBITDA and Adjusted EBITDA because these metrics are a key measure used by our management to evaluate our operating performance, generate future operating plans, and make strategic decisions regarding the allocation of investment capacity. Accordingly, we believe that EBITDA and Adjusted EBITDA provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management.

EBITDA and Adjusted EBITDA have limitations as an analytical tool, and you should not consider these in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are as follows:

•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and both EBITDA and Adjusted EBITDA do not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

•~~EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs; and~~

•~~EBITDA and Adjusted EBITDA do not reflect interest or tax payments that may represent a reduction in cash available to us.~~

~~Because of these limitations, you should consider EBITDA and Adjusted EBITDA alongside other financial performance measures, including net income (loss) and our other GAAP results.~~

~~A reconciliation of net income (loss) to non-GAAP EBITDA and Adjusted EBITDA follows:~~

Three Months Ended
September 30, Nine Months Ended
September 30,
2022 2021 2022 2021
Net income (loss) $ 15,454 $ (4,454) $ 10,837 $ (6,880)
Interest expense, net 705 590 2,119 698
Depreciation and amortization expense 127 57 276 195
EBITDA 16,286 (3,807) 13,232 (5,987)
Stock-based compensation 771 208 3,159 729
Transaction expenses allocated to derivatives — — 874 —
Change in fair value of derivatives (22,264) — (36,264) —
Adjusted EBITDA $ (5,207) $ (3,599) $ (18,999) $ (5,258)

~~The increase in EBITDA is due~~also made to the ~~change~~escrow agreements in ~~fair value~~respect of the derivatives for the three and nine months ended September 30, 2022. See Note 20 to our condensed consolidated financial statements within this Quarterly Report for more information regarding the fair value of derivatives. The increase in our loss on an Adjusted EBITDA basis is due to increased operating expenses offset in part by increased revenue. See discussion of these changes under the respective headings above.such escrow accounts.

~~Financial Condition~~

~~Cash, cash equivalents, and restricted cash~~

~~Cash, cash equivalents, and restricted cash totaled $28,436 and $28,695 as of September 30, 2022 and December 31, 2021, respectively. Explanations of our cash flows for the periods presented follow.~~

~~Cash flows~~

As compared to the nine months ended September 30, 2021, cash used in operations increased by $22,029 to $25,130 for the nine-month period ended September 30, 2022, mainly due to increased net loss from operations. See discussion under “— ~~Discussion of our Results of Operations~~” above for more information. Cash used in investing activities increased $2,156 to a use of $2,194 due to additional investments in property and equipment in the current year. Cash and restricted cash provided by financing decreased $4,386 over this same period to $27,065 for the nine months ended September 30, 2022, mainly due to the use of financing proceeds received earlier in the year to repurchase common stock in settlement of FPAs in the third quarter of 2022. See Notes 3, 11, and 13 to our condensed consolidated financial statements within this Quarterly Report for more information.

~~Stock and convertible promissory note issuances~~

Since our capital restructuring in 2019, we have financed a sizable portion of our operations from issuances of stock and convertible promissory notes. The proceeds of these issuances have been used to fund, among other things, working capital and capital expenditures. See more information about our stock in Not~~e 12 and our convertible notes in Note 11 to our condensed consolidated financial statements within this Quarterly Report.~~

~~Deferred revenue~~

Deferred revenue is primarily related to software subscriptions and display ads. The revenue deferred at September 30, 2022 is expected to be recognized in the subsequent 12-month period. See Note 9 to our condensed consolidated financial statements within this Quarterly Report for further discussion.

~~Contractual obligations and other planned uses of capital~~

We are obligated to repay any convertible notes that do not ultimately convert to equity, as well as the other operating liabilities on our Consolidated Balance Sheets, such as accrued liabilities. We intend to continue to invest in product and feature development, expanding our marketing and sales operations, improving and expanding our technology and finance infrastructure, hiring additional and retaining existing employees, pursuing strategic opportunities, and meeting the increased compliance requirements associated with our transition to and operation as a public company. In addition, we intend to add back in-person working space over time. As we continue to grow, we expect the aggregate amount of these expenses will also continue to grow.

~~Liquidity~~

~~Leafly has incurred losses since its inception and had an accumulated deficit of $58,933 and $69,770 at September 30, 2022 and December 31, 2021, respectively.~~

Upon the closing of the Business Combination, Leafly issued the 2022 Notes, which provided incremental funding for our operations. Note 11 to our condensed consolidated financial statements within this Quarterly Report provides additional information regarding the 2022 Notes. As discussed in Note 21 and under “— ~~Business Overview~~” above, the Company announced a restructuring plan on October 18, 2022, which along with other cost cutting measures, the Company estimates will reduce annual operating costs by approximately $16,000.

~~We believe that our capital resources are sufficient to fund our operations for at least the following 12 months.~~

~~Related Party Relationships~~

~~See Note 16 to our condensed consolidated financial statements within this Quarterly Report for information on the Company's related party relationships and transactions.~~

~~Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~

~~Leafly is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information otherwise required with respect to market risk.~~

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The term “disclosure controls and procedures,” as defined in Rules 13a-15 and 15d-15 under the Exchange Act refers to controls and procedures that are designed to ensure that information required to be disclosed by a company in the reports

that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Because there are inherent limitations in all control systems, a control system, no matter how well conceived and operated, can provide only reasonable, as opposed to absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective, at the reasonable assurance level, as of the end of the period covered by this Quarterly Report.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(d) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the three months ended ~~September 30,~~March 31, 2022.

3623

Part II - Other Information

~~Item 1. LEGAL PROCEEDINGS~~

We are involved in legal and administrative proceedings and litigation arising in the ordinary course of business. We believe that the potential liability, if any, in excess of amounts already accrued from all proceedings, claims and litigation will not have a material effect on our financial position, cash flows or results of operations when resolved in a future period. There have been no material developments to the legal proceedings reported in our Annual Report on Form 10-K for the year ended December 31, 2021.

~~Item 1A. RISK FACTORS~~

~~Other than the items discussed below, there have been no material changes to the Risk Factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021:~~

~~Our shares of common stock are listed on Nasdaq, but we cannot guarantee that we will be able to satisfy the continued listing standards going forward.~~

The Nasdaq Stock Market LLC (“Nasdaq”) requires listed companies to comply with certain standards in order to remain listed. On October 28, 2022, Leafly received a letter from the Nasdaq staff providing notification that, for the previous 30 consecutive business days, the minimum market value of Leafly’s listed securities had closed below the $50 million minimum market value requirement for continued listing under Nasdaq Listing Rule 5450(b)(2)(A). This letter notified the Company that it also does not comply with either of the two alternative standards of Listing Rule 5450(b), the equity standard and the total assets and total revenue standard. On November 2, 2022, Leafly received another letter from the Nasdaq staff providing notification that, for the previous 30 consecutive business days, the bid price for Leafly’s common stock had closed below the $1.00 per share minimum bid price requirement for continued listing under Nasdaq Listing Rule 5450(a)(1). The notices have no immediate effect on the listing of the Company’s common stock, and its common stock and warrants have continued to trade on the Nasdaq Global Market under the symbols “LFLY” and “LFLYW,” respectively.

In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has been provided an initial period of 180 calendar days, or until April 26, 2023, to regain compliance with the minimum bid price requirement. To regain compliance, the market value of the Company’s common stock must be $50 million or more for a minimum of 10 consecutive business days at any time before April 26, 2023 and we must otherwise satisfy the Nasdaq Global Market’s requirements for continued listing. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days, or until May 1, 2023, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company’s common stock must be $1.00 per share or more for a minimum of 10 consecutive business days at any time before May 1, 2023 and we must otherwise satisfy the Nasdaq Global Market’s requirements for continued listing.

If the Company does not regain compliance with the minimum market value price requirement by April 26, 2023 the Company may be eligible to transfer the listing for its common stock to the Nasdaq Capital Market. To qualify, the Company would be required to meet the continued listing requirements for the Nasdaq Capital Market.

If the Company does not regain compliance with the minimum bid price requirement by May 1, 2023, the Company may be eligible for an additional 180 calendar day compliance period, provided that the Company meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the minimum bid price requirement, and would need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. However, if it appears to Nasdaq’s staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq would notify the Company that its securities would be subject to delisting. In the event of such a notification, the Company may appeal the staff’s determination to delist its securities, but there can be no assurance the staff would grant the Company’s request for continued listing.

The Company intends to actively monitor the bid price of its common stock and its market value of listed securities, and will consider options available to it to regain compliance with the Nasdaq listing rules. There can be no assurance that the Company will be able to regain compliance with the minimum bid price requirement or will otherwise be in compliance with the other listing standards for The Nasdaq Capital Market.

Delisting from the Nasdaq Global Market or any Nasdaq market could make trading our common stock more difficult for investors, potentially leading to declines in our share price and liquidity. In addition, without a Nasdaq market listing, stockholders may have a difficult time getting a quote for the sale or purchase of our stock, the sale or purchase of our

stock would likely be made more difficult and the trading volume and liquidity of our stock could decline. Delisting from Nasdaq could also result in negative publicity and make it more difficult for us to raise additional capital. The absence of such a listing may adversely affect the acceptance of our common stock as currency or the value accorded by other parties. Further, if we are delisted, we would also incur additional costs under state blue sky laws in connection with any sales of our securities. These requirements could severely limit the market liquidity of our common stock and the ability of our stockholders to sell our common stock in the secondary market. We cannot assure you that our common stock, if delisted from Nasdaq, will be listed on another national securities exchange or quoted on an over-the counter quotation system. If our common stock is delisted, it may come within the definition of “penny stock” as defined in the Exchange Act and would be covered by Rule 15g-9 of the Exchange Act. That Rule imposes additional sales practice requirements on broker-dealers who sell securities to persons other than established customers and accredited investors.

~~If we are unable to execute cost-cutting measures successfully, our total operating costs may be greater than expected, which would adversely affect our profitability.~~

We have implemented plans to reduce operating expenses, including an announced headcount reduction of 56 employees or approximately 21% of our workforce. If we do not achieve expected savings, or our operating costs increase as a result of investments in strategic initiatives, our total operating costs would be greater than anticipated. In addition, if we do not manage our costs properly, such efforts may affect the quality of our products and features and our ability to generate future revenues. Reductions in staff could also adversely affect our ability to attract and retain key employees.

~~Item 2. UNREGISTERED SALES OF INVESTMENT SECURITIES AND USE OF PROCEEDS~~

~~Issuer Purchases of Equity Securities~~

~~The following table presents the number and average price of shares purchased in each fiscal month of the third quarter of 2022:~~

Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of a Publicly Announced Program Dollar Value of Shares that May Yet Be Purchased Under the Program
July 1 through 31, 2022 — $ — — $ —
August 1 through 31, 2022 3,081,086 $ 10.28 — $ —
September 1 through 30, 2022 — $ — — $ —
3,081,086 $ 10.28 — $ —

All of the shares in the table above were repurchased in settlement of the Company's forward share purchase agreements. Please see Note 13 to our condensed consolidated financial statements within this Quarterly Report for more information.

~~Item 4. MINE SAFETY DISCLOSURES~~

~~Not applicable.~~

~~Item 5. OTHER INFORMATION~~

~~None.~~

Item 6. EXHIBITS

The following documents are included as exhibits to this Quarterly Report on Form 10-Q:


Exhibit Number		Exhibit Description

2.1		Agreement and Plan of Merger, dated as of August 9, 2021, by and among Leafly Holdings, Inc., Merida Merger Corp. I, Merida Merger Sub, Inc. and Merida Merger Sub II, LLC (incorporated by reference to Exhibit 2.1 to the Company's Form S-1 filed with the SEC on May 5, 2022).

2.2		First Amendment to the Agreement and Plan of Merger, dated as of September 8, 2021, by and among Leafly Holdings, Inc., Merida Merger Corp. I, Merida Merger Sub, Inc. and Merida Merger Sub II, LLC (incorporated by reference to Exhibit 2.2 to the Company's Form S-1 filed with the SEC on May 5, 2022).

2.3		Second Amendment to the Agreement and Plan of Merger, dated as of January 11, 2021, by and among Leafly Holdings, Inc., Merida Merger Corp. I, Merida Merger Sub, Inc. and Merida Merger Sub II, LLC (incorporated by reference to Exhibit 2.3 to the Company's Form S-1 filed with the SEC on May 5, 2022).

3.1		Second Amended and Restated Certificate of Incorporation of Leafly Holdings, Inc., dated February 4, 2022 (incorporated by reference to Exhibit 3.1 to the Company's Form ~~10-K~~S-1 filed with the SEC on ~~March 31,~~May 5, 2022).

3.2		Amended and Restated By-Laws of Leafly Holdings, Inc., dated February 4, 2022 (incorporated by reference to Exhibit 3.2 to the Company's Form ~~8-K~~S-1 filed with the SEC on ~~February 10,~~May 5, 2022).

10.1*4.4		Global Note, dated February 4, 2022 by and between Merida Merger Corp. I, Ankura Trust Company, as agent, and Continental Stock Transfer & Trust Company, as authentication agent (incorporated by reference to Exhibit 4.4 to the Company's Form ~~of Performance Stock Unit Award Agreement, Leafly Holdings, Inc. 2021 Equity Incentive Plan~~S-1 filed with the SEC on May 5, 2022).

10.2*10.1		~~Separation~~Note Purchase Agreement, dated as of January 11, 2022, between Merida Merger Corp. I and ~~General Release between Leafly Holdings, Inc. and Kimberly Boler, dated~~ the Purchasers thereto (incorporated by reference to Exhibit 10.1 to the Company's Form S-1 filed with the SEC on May 5, 2022).~~September 9,~~ ~~2022~~

31.1*		Certification of Chief Executive Officer of Leafly pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Chief Financial Officer of Leafly pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32*		Certifications of Chief Executive Officer and Chief Financial Officer of Leafly pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS	***	Inline XBRL Instance Document

101.SCH	****	Inline XBRL Taxonomy Extension Schema Document

101.CAL	****	Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB	****	Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE	****	Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF	****	Inline XBRL Taxonomy Extension Definition Linkbase Document

104	***	Cover Page Interactive Data File


*			Filed herewith.
**			Furnished herewith.
***			The XBRL Instance Document and Cover Page Interactive Data File do not appear in the Interactive Data File because their XBRL tags are embedded within the Inline XBRL document.
****			Submitted electronically herewith
+			Management contract or compensation plan or arrangement.

SIGNATURES

Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on ~~November 14,~~December 2, 2022.

/s/ Yoko Miyashita

By: Yoko Miyashita

Chief Executive Officer

Leafly Holdings, Inc.

/s/ Suresh Krishnaswamy

By: Suresh Krishnaswamy

Chief Financial Officer

Leafly Holdings, Inc.

4025


	Number of Shares	Weighted Average Grant Date Fair Value		Total Fair Value
Unvested at June 30, 2022	—	$	—
Granted	1,228	1.98		$	2,432
Vested	(173)	1.98		$	325
Forfeited	(65)	1.98
Unvested at September 30, 2022	990	$	1.98


	Three Months Ended September 30, 2022		Three Months Ended September 30, 2021
	Common		Class 1		Class 2		Class 3
Net income (loss)	$	15,454	$	(1,676)	$	(2,458)	$	(320)
Weighted average shares outstanding	35,580		9,379		13,755		1,789
Common stock and common stock equivalents	43,215		9,379		13,755		1,789

Basic net income (loss) per share	$	0.43	$	(0.18)	$	(0.18)	$	(0.18)
Diluted net income (loss) per share	$	0.28	$	(0.18)	$	(0.18)	$	(0.18)


	Nine Months Ended September 30, 2022		Nine Months Ended September 30, 2021
	Common		Class 1		Class 2		Class 3
Net loss	$	10,837	$	(2,598)	$	(3,811)	$	(471)
Weighted average shares outstanding	35,260		9,379		13,755		1,698
Common stock and common stock equivalents	38,704		9,379		13,755		1,698

Basic net income (loss) per share	$	0.31	$	(0.28)	$	(0.28)	$	(0.28)
Diluted net income (loss) per share	$	0.27	$	(0.28)	$	(0.28)	$	(0.28)


Description	Level	Fair Value at September 30, 2022		Fair Value at June 30, 2022		Fair Value at February 4, 2022		Gain (Loss) Three Months Ended September 30, 20221		Gain (Loss) Nine Months Ended September 30, 20221
Private Warrants derivative liability	3	$	662	$	3,693	$	3,916	$	3,031	$	3,254
Forward share purchase agreements derivative liability 2	3	—		17,763		14,170		3,939		346
Escrow Shares derivative liability	3	47		3,481		6,868		3,434		6,821
Stockholder earn-out rights derivative liability	3	288		12,147		26,131		11,859		25,843
Total		$	997	$	37,084	$	51,085	22,264		$	36,264


Three Months Ended September 30,	2022		2021		Change		Change (%)
Average Monthly Active Users ("MAUs") (in thousands)1	8,187		9,433		(1,246)		(13)	%
Ending retail accounts2	5,637		4,769		868		18	%
Retailer average revenue per account ("ARPA")3	$	556	$	621	$	(65)	(10)	%


Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of a Publicly Announced Program	Dollar Value of Shares that May Yet Be Purchased Under the Program

July 1 through 31, 2022	—	$	—	—	$	—
August 1 through 31, 2022	3,081,086	$	10.28	—	$	—
September 1 through 30, 2022	—	$	—	—	$	—
	3,081,086	$	10.28	—	$	—