Amended Statement of Ownership (sc 13g/a)
13 Februar 2023 - 9:31PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934 (Amendment No. 2)*
Leafly Holdings, Inc. (f/k/a Merida Merger Corp.
I)
(Name
of Issuer)
Common stock, par value $0.0001
(Title
of Class of Securities)
52178J105
(CUSIP
Number)
December 31, 2022
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule 13d-1(b)
☒
Rule 13d-1(c)
☐
Rule 13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
1. |
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Tenor
Capital Management Company, L.P. |
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☐
(b)
☒ |
3. |
SEC
USE ONLY
|
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
USA |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE
VOTING POWER
0 |
6. |
SHARED
VOTING POWER
0 |
7. |
SOLE
DISPOSITIVE POWER
0 |
8. |
SHARED
DISPOSITIVE POWER
0 |
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
10. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% |
12. |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IA |
1. |
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Tenor
Opportunity Master Fund, Ltd. |
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☐
(b)
☒ |
3. |
SEC
USE ONLY
|
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE
VOTING POWER
0 |
6. |
SHARED
VOTING POWER
0 |
7. |
SOLE
DISPOSITIVE POWER
0 |
8. |
SHARED
DISPOSITIVE POWER
0 |
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
10. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% |
12. |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
1. |
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robin
Shah |
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☐
(b)
☒ |
3. |
SEC
USE ONLY
|
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE
VOTING POWER
0 |
6. |
SHARED
VOTING POWER
0 |
7. |
SOLE
DISPOSITIVE POWER
0 |
8. |
SHARED
DISPOSITIVE POWER
0 |
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
10. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% |
12. |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN,
HC |
Item 1. |
(a). |
Name of Issuer: |
|
|
|
|
|
Leafly Holdings, Inc. (f/k/a Merida Merger Corp. I) |
|
|
|
|
(b). |
Address of issuer’s
principal executive offices: |
|
|
|
|
|
113 Cherry Street, PMB 88154
Seattle, Washington 98104
|
|
|
|
|
|
|
Item 2. |
(a). |
Name of person filing: |
|
|
|
|
|
Tenor
Capital Management Company, L.P.
Tenor
Opportunity Master Fund, Ltd.
Robin
Shah |
|
|
|
|
|
|
|
|
Address or principal business
office or, if none, residence: |
|
|
|
|
(b). |
Tenor Capital Management
Company, L.P. |
|
|
Tenor Opportunity Master
Fund, Ltd. |
|
|
Robin Shah |
|
|
|
|
|
810 Seventh Avenue, Suite
1905, New York, NY 10019 |
|
|
|
|
|
|
|
(c). |
Citizenship: |
|
|
|
|
|
Tenor Capital Management
Company, L.P. – Delaware, USA |
|
|
Tenor
Opportunity Master Fund, Ltd. – Cayman Islands
Robin
Shah – USA
|
|
|
|
|
(d) |
Title of class of securities: |
|
|
|
|
|
Common stock, par value $0.0001 |
|
|
|
|
|
CUSIP No.: |
|
|
|
|
(e). |
52178J105 |
|
|
|
|
|
|
|
|
|
|
|
|
Item 3. |
If This Statement is filed
pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a |
|
(a) |
[_] |
Broker or dealer registered
under section 15 of the Act (15 U.S.C. 78o). |
|
|
|
|
|
(b) |
[_] |
Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c). |
|
|
|
|
|
(c) |
[_] |
Insurance company as defined
in section 3(a)(19) of the Act (15 U.S.C. 78c). |
|
|
|
|
|
(d) |
[_] |
Investment company registered
under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a- |
|
|
|
8). |
|
(e) |
[_] |
An investment adviser in
accordance with § 240.13d-1(b)(1)(ii)(E); |
|
|
|
|
|
(f) |
[_] |
An employee benefit plan
or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
|
|
|
|
|
(g) |
[_] |
A parent holding company
or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
|
|
|
|
|
(h) |
[_] |
A savings association as
defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813); |
|
|
|
|
|
(i) |
[_] |
A church plan that is excluded
from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
|
|
|
|
|
(j) |
[_] |
A non-U.S. institution
in accordance with §240.13d-1(b)(1)(ii)(J); |
|
|
|
|
|
(k) |
[_] |
Group, in accordance with
§240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify
the type of institution: |
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
(a) |
Amount beneficially owned: |
Tenor
Capital Management Company, L.P. – 0
Tenor
Opportunity Master Fund, Ltd. – 0
Robin
Shah – 0
Tenor
Capital Management Company, L.P. – 0%
Tenor
Opportunity Master Fund, Ltd. – 0%
Robin
Shah – 0%
|
(c) |
Number of shares as to
which Tenor Capital Management Company, L.P. has: |
|
(i) |
Sole power to vote or to
direct the vote |
|
0 |
, |
|
|
|
|
|
|
|
(ii) |
Shared power to vote or
to direct the vote |
|
0 |
, |
|
|
|
|
|
|
|
(iii) |
Sole power to dispose or
to direct the disposition of |
|
0 |
, |
|
|
|
|
|
|
|
(iv) |
Shared power to dispose
or to direct the disposition of |
|
0 |
. |
|
|
|
|
|
|
|
Number of shares
as to which Tenor Opportunity Master Fund, Ltd. has: |
|
|
|
|
|
|
|
|
|
|
(i) |
Sole power to vote or to
direct the vote |
|
0 |
, |
|
|
|
|
|
|
|
(ii) |
Shared power to vote or
to direct the vote |
|
0 |
, |
|
|
|
|
|
|
|
(iii) |
Sole power to dispose or
to direct the disposition of |
|
0 |
, |
|
|
|
|
|
|
|
(iv) |
Shared power to dispose
or to direct the disposition of |
|
0 |
. |
|
Number of shares as to which Robin Shah
has: |
|
|
|
|
|
|
|
|
|
|
(i) |
Sole power to vote or to
direct the vote |
|
0 |
, |
|
|
|
|
|
|
|
(ii) |
Shared power to vote or
to direct the vote |
|
0 |
, |
|
|
|
|
|
|
|
(iii) |
Sole power to dispose or
to direct the disposition of |
|
0 |
, |
|
|
|
|
|
|
|
(iv) |
Shared power to dispose
or to direct the disposition of |
|
0 |
. |
Item 5. |
Ownership of Five Percent
or Less of a Class. |
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following ☒.
Item 6. |
Ownership of More Than
Five Percent on Behalf of Another Person. |
If
any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the
sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more
than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under
the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
N/A
Item 7. |
Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
If
a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g)
and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control
person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant
subsidiary.
N/A
Item 8. |
Identification and Classification
of Members of the Group. |
If
a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the
identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d- 1(c) or Rule
13d-1(d), attach an exhibit stating the identity of each member of the group.
N/A
Item 9. |
Notice of Dissolution of
Group. |
Notice
of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect
to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item
5.
N/A
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely
in connection with a nomination under § 240.14a-11.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated: February 13, 2023 |
Tenor Capital
Management Company, L.P. |
|
|
|
By: |
/s/
Robin Shah |
|
Name: |
Robin Shah |
|
Title: |
Managing Member of its
general partner, Tenor Management GP, LLC |
|
|
|
|
Tenor Opportunity
Master Fund, Ltd. |
|
|
|
By: |
/s/
Robin Shah |
|
Name: |
Robin Shah |
|
Title: |
Authorized Signatory |
|
|
|
|
Robin Shah |
|
|
|
By: |
/s/
Robin Shah |
|
Name: |
Robin Shah |
The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person,
evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however,
that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and
any title of each person who signs the statement shall be typed or printed beneath his signature.
Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7
for other parties for whom copies are to be sent.
Attention.
Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
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