UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Leafly
Holdings, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(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 13G is filed:
* |
The remainder of this cover page shall be filled out for a reporting persons 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).
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1 |
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NAMES OF REPORTING PERSONS
LMR Multi-Strategy Master Fund Limited |
2 |
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
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3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman
Islands |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH |
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5 |
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SOLE VOTING POWER
0 |
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6 |
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SHARED VOTING POWER
1,164,986 (1) |
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7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
1,164,986
(1) |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,164,986 (1) |
10 |
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
11 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 2.8% (1)(2) |
12 |
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS) CO |
(1) |
Includes 1,164,986 shares of Common Stock of Leafly Holdings, Inc. (the Issuer) issuable upon the
exercise of warrants. |
(2) |
Based on 40,035,568 shares of Common Stock of the Issuer outstanding as of November 25, 2022, as reported
in the Issuers Form 10-Q/A filed with the Securities and Exchange Commission (the SEC) on December 2, 2022. |
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1 |
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NAMES OF REPORTING PERSONS
LMR CCSA Master Fund Ltd |
2 |
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
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3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman
Islands |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH |
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5 |
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SOLE VOTING POWER
0 |
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6 |
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SHARED VOTING POWER
1,164,986 (1) |
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7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
1,164,986
(1) |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,164,986 (1) |
10 |
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
11 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 2.8% (1)(2) |
12 |
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS) CO |
(1) |
Includes 1,164,986 shares of Common Stock of the Issuer issuable upon the exercise of warrants.
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(2) |
Based on 40,035,568 shares of Common Stock of the Issuer outstanding as of November 25, 2022, as reported
in the Issuers Form 10-Q/A filed with the SEC on December 2, 2022. |
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1 |
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NAMES OF REPORTING PERSONS
LMR Partners LLP |
2 |
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
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3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION United
Kingdom |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH |
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5 |
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SOLE VOTING POWER
0 |
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6 |
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SHARED VOTING POWER
2,329,972 (1) |
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7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
2,329,972
(1) |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,329,972 (1) |
10 |
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
11 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 5.5% (1)(2) |
12 |
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS) PN, IA |
(1) |
Includes 2,329,972 shares of Common Stock of the Issuer issuable upon the exercise of warrants.
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(2) |
Based on 40,035,568 shares of Common Stock of the Issuer outstanding as of November 25, 2022, as reported
in the Issuers Form 10-Q/A filed with the SEC on December 2, 2022. |
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1 |
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NAMES OF REPORTING PERSONS
LMR Partners Limited |
2 |
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
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3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Hong
Kong |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH |
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5 |
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SOLE VOTING POWER
0 |
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6 |
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SHARED VOTING POWER
2,329,972 (1) |
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7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
2,329,972
(1) |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,329,972 (1) |
10 |
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
11 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 5.5% (1)(2) |
12 |
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS) CO, IA |
(1) |
Includes 2,329,972 shares of Common Stock of the Issuer issuable upon the exercise of warrants.
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(2) |
Based on 40,035,568 shares of Common Stock of the Issuer outstanding as of November 25, 2022, as reported
in the Issuers Form 10-Q/A filed with the SEC on December 2, 2022. |
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1 |
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NAMES OF REPORTING PERSONS
LMR Partners LLC |
2 |
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
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3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION State of
Delaware |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH |
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5 |
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SOLE VOTING POWER
0 |
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6 |
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SHARED VOTING POWER
2,329,972 (1) |
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7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
2,329,972
(1) |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,329,972 (1) |
10 |
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
11 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 5.5% (1)(2) |
12 |
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS) OO, IA |
(1) |
Includes 2,329,972 shares of Common Stock of the Issuer issuable upon the exercise of warrants.
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(2) |
Based on 40,035,568 shares of Common Stock of the Issuer outstanding as of November 25, 2022, as reported
in the Issuers Form 10-Q/A filed with the SEC on December 2, 2022. |
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1 |
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NAMES OF REPORTING PERSONS
LMR Partners AG |
2 |
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
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3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Switzerland |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH |
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5 |
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SOLE VOTING POWER
0 |
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6 |
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SHARED VOTING POWER
2,329,972 (1) |
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7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
2,329,972
(1) |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,329,972 (1) |
10 |
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
11 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 5.5% (1)(2) |
12 |
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS) CO, IA |
(1) |
Includes 2,329,972 shares of Common Stock of the Issuer issuable upon the exercise of warrants.
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(2) |
Based on 40,035,568 shares of Common Stock of the Issuer outstanding as of November 25, 2022, as reported
in the Issuers Form 10-Q/A filed with the SEC on December 2, 2022. |
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1 |
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NAMES OF REPORTING PERSONS
LMR Partners (DIFC) Limited |
2 |
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
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3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION United Arab
Emirates |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH |
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5 |
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SOLE VOTING POWER
0 |
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6 |
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SHARED VOTING POWER
2,329,972 (1) |
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7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
2,329,972
(1) |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,329,972 (1) |
10 |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
11 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 5.5% (1)(2) |
12 |
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS) CO, IA |
(1) |
Includes 2,329,972 shares of Common Stock of the Issuer issuable upon the exercise of warrants.
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(2) |
Based on 40,035,568 shares of Common Stock of the Issuer outstanding as of November 25, 2022, as reported
in the Issuers Form 10-Q/A filed with the SEC on December 2, 2022. |
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1 |
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NAMES OF REPORTING PERSONS
Ben Levine |
2 |
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
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3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION United
Kingdom |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH |
|
5 |
|
SOLE VOTING POWER
0 |
|
6 |
|
SHARED VOTING POWER
2,329,972 (1) |
|
7 |
|
SOLE DISPOSITIVE POWER
0 |
|
8 |
|
SHARED DISPOSITIVE POWER
2,329,972
(1) |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,329,972 (1) |
10 |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
11 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 5.5% (1)(2) |
12 |
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS) IN, HC |
(1) |
Includes 2,329,972 shares of Common Stock of the Issuer issuable upon the exercise of warrants.
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(2) |
Based on 40,035,568 shares of Common Stock of the Issuer outstanding as of November 25, 2022, as reported
in the Issuers Form 10-Q/A filed with the SEC on December 2, 2022. |
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1 |
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NAMES OF REPORTING PERSONS
Stefan Renold |
2 |
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
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3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Switzerland |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH |
|
5 |
|
SOLE VOTING POWER
0 |
|
6 |
|
SHARED VOTING POWER
2,329,972 (1) |
|
7 |
|
SOLE DISPOSITIVE POWER
0 |
|
8 |
|
SHARED DISPOSITIVE POWER
2,329,972
(1) |
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9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,329,972 (1) |
10 |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
11 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 5.5% (1)(2) |
12 |
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS) IN, HC |
(1) |
Includes 2,329,972 shares of Common Stock of the Issuer issuable upon the exercise of warrants.
|
(2) |
Based on 40,035,568 shares of Common Stock of the Issuer outstanding as of November 25, 2022, as reported
in the Issuers Form 10-Q/A filed with the SEC on December 2, 2022. |
Item 1(a). |
NAME OF ISSUER: |
The name of the issuer is Leafly Holdings, Inc. (the Issuer).
Item 1(b). |
ADDRESS OF ISSUERS PRINCIPAL EXECUTIVE OFFICES: |
The Issuers principal executive offices are located at 111 South Jackson Street, Suite 531, Seattle, Washington 98104.
Item 2(a). |
NAME OF PERSON FILING: |
This statement is filed by:
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(i) |
LMR Multi-Strategy Master Fund Limited (LMR Master Fund), with respect to the shares of Common
Stock (as defined in Item 2(d)) held by it; |
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(ii) |
LMR CCSA Master Fund Ltd (LMR CCSA Master Fund), with respect to the shares of Common Stock (as
defined in Item 2(d)) held by it; |
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(iii) |
LMR Partners LLP, LMR Partners Limited, LMR Partners LLC, LMR Partners AG and LMR Partners (DIFC) Limited
(collectively, the LMR Investment Managers), which serve as the investment managers to certain funds, including, without limitation, LMR Master Fund and LMR CCSA Master Fund, with respect to the shares of Common Stock held by LMR Master
Fund and LMR CCSA Master Fund; and |
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(iv) |
Ben Levine and Stefan Renold, who are ultimately in control of the investment and voting decisions of the LMR
Investment Managers with respect to the securities held by LMR Master Fund and LMR CCSA Master Fund. |
The foregoing
persons are hereinafter sometimes collectively referred to as the Reporting Persons.
Item 2(b). |
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: |
The address of the principal business office of each of the Reporting Persons is c/o LMR Partners LLP, 9th Floor, Devonshire House, 1 Mayfair
Place, London, W1J 8AJ, United Kingdom.
LMR Master Fund is a Cayman Islands exempted company. LMR CCSA Master Fund is a Cayman Islands exempted company. LMR Partners LLP is a United
Kingdom limited liability partnership. LMR Partners Limited is a Hong Kong corporation. LMR Partners LLC is a Delaware limited liability company. LMR Partners AG is a Swiss corporation. LMR Partners (DIFC) Limited is a United Arab Emirates
corporation. Ben Levine is a citizen of the United Kingdom. Stefan Renold is a citizen of Switzerland.
Item 2(d). |
TITLE OF CLASS OF SECURITIES: |
Common Stock, $0.0001 par value per share (Common Stock).
52178J105
Item 3. |
IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
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(a) |
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☐ |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c). |
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(b) |
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☐ |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
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☐ |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
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☐ |
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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(e) |
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☒ |
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An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E). |
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(f) |
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☐ |
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
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(g) |
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☒ |
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
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(h) |
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☐ |
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
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(i) |
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☐ |
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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). |
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(j) |
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☐ |
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J). |
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(k) |
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☐ |
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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: investment adviser. |
The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is
incorporated herein by reference.
Each of LMR Master Fund and LMR CCSA Master Fund directly holds warrants to purchase 1,164,986 shares of
Common Stock (Warrants). The shares of Common Stock held by each of LMR Master Fund and LMR CCSA Master Fund represent approximately 2.8% and the shares of Common Stock held by LMR Master Fund and LMR CCSA Master Fund in the aggregate
represent approximately 5.5% of the outstanding shares of Common Stock, based on 40,035,568 shares of Common Stock of the Issuer outstanding as of November 25, 2022, as reported in the Issuers Form
10-Q/A filed with the Securities and Exchange Commission on December 2, 2022, plus shares that may be acquired by such Reporting Persons within 60 days.
Item 5. |
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. |
Not applicable.
Item 6. |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
Not applicable.
Item 7. |
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY. |
Not applicable.
Item 8. |
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
Not applicable.
Item 9. |
NOTICE OF DISSOLUTION OF GROUP. |
Not applicable.
Each of the LMR Investment Managers and Messrs. Levine and Renold hereby certifies as follows:
By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and 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.
Each of the LMR Investment Managers other than LMR
Partners LLC hereby certifies as follows:
By signing below, I certify that, to the best of my knowledge and belief, the foreign regulatory
scheme applicable to an investment adviser is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Securities and Exchange Commission staff, upon request,
information that would otherwise be disclosed in a Schedule 13D.
Each of LMR Master Fund and LMR CCSA Master Fund hereby certifies as
follows:
By signing below each Reporting Person certifies that, to the best of his or its 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.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
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DATED: February 14, 2023 |
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LMR MULTI-STRATEGY MASTER FUND LIMITED |
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By: LMR Partners LLP, its Investment Manager |
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By: |
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/s/ Shane Cullinane |
Name: |
|
Shane Cullinane |
Title: |
|
Chief Operating Officer |
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LMR CCSA MASTER FUND LTD |
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By: LMR Partners LLP, its Investment Manager |
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By: |
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/s/ Shane Cullinane |
Name: |
|
Shane Cullinane |
Title: |
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Chief Operating Officer |
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LMR PARTNERS LLP |
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By: |
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/s/ Shane Cullinane |
Name: |
|
Shane Cullinane |
Title: |
|
Chief Operating Officer |
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LMR PARTNERS LIMITED |
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By: |
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/s/ Shane Cullinane |
Name: |
|
Shane Cullinane |
Title: |
|
Chief Operating Officer |
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LMR PARTNERS LLC |
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By: |
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/s/ Shane Cullinane |
Name: |
|
Shane Cullinane |
Title: |
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Chief Operating Officer |
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LMR PARTNERS AG |
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By: |
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/s/ Shane Cullinane |
Name: |
|
Shane Cullinane |
Title: |
|
Chief Operating Officer |
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LMR PARTNERS (DIFC) LIMITED |
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|
By: |
|
/s/ Shane Cullinane |
Name: |
|
Shane Cullinane |
Title: |
|
Chief Operating Officer |
|
/s/ Ben Levine |
BEN LEVINE |
|
/s/ Stefan Renold |
STEFAN RENOLD |
Merida Merger Corporatio... (NASDAQ:MCMJ)
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Von Okt 2024 bis Nov 2024
Merida Merger Corporatio... (NASDAQ:MCMJ)
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Von Nov 2023 bis Nov 2024