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Merida Merger Corp I (MCMJ) Adds $30M to Leafly Deal, Postpones Completion Vote
by Nicholas Alan Clayton on 2022-01-12 at 7:12am

Merida Merger Corp I (NASDAQ:MCMJ) has brought in $30 million in additional financing to its business combination with cannabis marketplace Leafly but is also pushing back its shareholder vote in hopes this news sinks in.

The new money comes in the form of convertible notes from Cohanzick Management and its affiliates, and these will hold an interest rate of 8% per annum, maturing in 2025. Note holders will have the option to convert them to shares at a price of $12.50 at any time and the post-combination company will have the option to force a conversion of the notes for cash equal to the principal after one year or at different thresholds after two years.

In exchange, Merida I’s sponsor has agreed to pay Cohanzick a 1.25% commitment fee in the form of Class A Merida I shares and a transfer of 300,000 private placement warrants.

The proceeds from these notes will be applicable to the transaction’s $85 million minimum cash condition, but would not clear it on its own, even when combined with backstop agreements Merida I announced on December 27. The backstops would ensure that up to 3,200,000 shares are not redeemed in connection with the completion vote and Merida I’s sponsor originally pledged to provide $10 million in additional funding should the minimum cash condition not be met.

But, even with this patchwork of funding mechanisms, Merida I likely looked at the early returns heading into its redemption deadline set for today and decided more time could only help. The market appears to have priced in low redemption expectations as the SPAC dropped to $8.39 at Tuesday’s close. Following this news, it is already back up about 19% to $9.99 in the pre-market, however.

The SPAC plans to adjourn its January 14 completion vote without conducting any business and will also extend its redemption deadline. It has not yet set a new date, but it must complete a transaction according to its own transaction deadline by February 28, 2022.

Merida I initially announced its $385 million combination with Leafly on August 9. Seattle-based Leafly manages a marketplace of cannabis product sellers with reviews, articles and a database of strains available to legal consumers.

In November, Leafly announced $31 million in revenue for 2021 through the third quarter, representing 14% growth over the same period in 2020.

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