Merida Merger Corp. I

A $0.28 cash-out on a stock that has traded as low as $0.13, and that the company itself says stands $5.19 above net book value per share, means MCMJ's post-deal equity is deeply underwater and book value is negative. Combined with the January 17, 2025 Nasdaq delisting and the board's explicit consideration of going-concern status, this is a squeeze-out of small holders at a price set by a company with no liquid market and no trust to fall back on.

The registered count separates into 38,500,000 shares to be issued on consummation of the business combination and 6,000,000 that may be issued as contingent consideration under the merger agreement, so part of what is registered depends on conditions met after closing. The $9.95 is Merida's own average of high and low prices on August 30, 2021, a date chosen to fall within five business days before the initial filing of the registration statement — months before this amendment — so the aggregate is not a valuation of Leafly.

The count is a good faith estimate of shares to be issued or reserved for issuance to Leafly's security holders: 38,500,000 on consummation of the business combination and 6,000,000 that may be issued as contingent consideration under the Agreement and Plan of Merger, so 6,000,000 of the headline are not delivered at closing. The $9.95 is the high-low average of the registrant's common stock on August 30, 2021, which the filing describes as within five business days prior to the initial filing of this registration statement.

The 44,500,000 is a good faith estimate of shares to be issued or reserved for issuance to Leafly's security holders, and splits into 38,500,000 issued on consummation of the business combination and 6,000,000 that may be issued as contingent consideration under the Agreement and Plan of Merger — so 6,000,000 of the headline are not delivered at closing. The $9.95 is the high-low average of the registrant's common stock on August 30, 2021, a date the filing describes as within five business days prior to the initial filing of this registration statement.

The split is what a holder needs and the original registration statement did not give: 6,000,000 of the registered shares are contingent consideration under the Agreement and Plan of Merger, so they are not delivered at closing and the 44,500,000 headline overstates immediate dilution. The $9.95 is the average of the high and low prices of the registrant's common stock on August 30, 2021, a date fixed by reference to the initial filing rather than to this amendment, so the aggregate is a stale fee computation.

A good faith estimate is not a settled number: 44,500,000 is a ceiling the registrant expects not to exceed, covering both shares issued and shares reserved for issuance, so a reader cannot tell from the fee table how much is delivered at closing and how much is held back for equity awards or contingent consideration. The document is a combined proxy statement, prospectus and consent solicitation statement, so Merida's holders vote at a meeting while Leafly's act by written consent.