Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant
Ticket information included in Section 8.01 is incorporated by reference in that section to the extent required herein.
Item 8.01 Other Events.
At June 25, 2021 and October 13, 2021, Merida Capital Partners III SEC, Merida Capital Partners III QP LP, Merida Capital Partners III AI LP, Merida Capital Partners III SPV LLC, Merida Capital Partners III Offshore, Intermediate Fund Merida Capital Partners III, LLC, Merida Capital Partners IV SEC and Merida Capital Partners IV QP LP (collectively, the “Lenders”) loaned to Merida Fusion Corp. I (the “Company” or “Merida”) an aggregate of $ 800,000 for working capital purposes. The loans are evidenced by promissory notes (the “Notes”) which do not bear interest and are payable upon the completion by the Company of a merger, an exchange of shares, an acquisition of assets. or another similar business combination with one or more businesses or entities (a “Business Combination”). If the Company does not complete a Business Combination, the Notes will not be reimbursed and all amounts due in respect of the Notes will be canceled, except to the extent that the Company has funds outside of its trust account established in the framework of the initial public offering. offer.
The foregoing summary of the Notes is qualified in its entirety by reference to the text of the Notes, a form of which is filed as an attachment hereto and incorporated by reference herein.
Additional information and where to find it
As part of the proposed transactions previously announced (the “Transactions”) between Merida and Leafly Holdings, Inc. (“Leafly”), Merida filed with the SECOND a registration statement on Form S-4 (“registration statement”). Merida plans to send the proxy statement / prospectus / final consent solicitation statement included in the Registration Statement to its shareholders in connection with the Transactions. MERIDA INVESTORS AND SECURITYHOLDERS ARE ADVISED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT / PROSPECTUS / CONSENT SOLICITATION STATEMENT (AS WELL AS ANY CHANGES OR SUPPLEMENTS THEREOF) AND OTHER RELATED DOCUMENTS OR DECLARATIONS. FILE WITH THE SEC CAREFULLY THEY WILL CONTAIN IMPORTANT INFORMATION ON LEAFLY, MERIDA, TRANSACTIONS AND RELATED ISSUES. Investors and security holders will be able to obtain free copies of the registration statement (when available) and other documents filed with the SECOND
by Merida through the website maintained by the SECOND at www.sec.gov.
Participants in the call for tenders
Merida, Leafy, and certain of their respective directors, officers and employees may be considered participants in the solicitation of proxies in connection with the Transactions. Information concerning the persons who may, under the rules of the SECOND, will be considered participants in the solicitation of Merida shareholders in connection with the Transactions, including a description of their respective direct and indirect interests, by title or otherwise, will be included in the proxy statement described above when is deposited with the SECOND. Additional information regarding the directors and officers of Merida can also be found in Merida’s final prospectus dated November 4, 2019 and deposited with the SECOND to November 5, 2019. These documents are available free of charge as described above.
Caution Regarding Forward-Looking Statements
This current report on Form 8-K and the attached attachment includes “forward-looking statements” (as defined in the Private Securities Litigation Reform Act of 1995). Mérida and Sheets actual results may differ from its expectations, estimates and projections and, therefore, you should not place undue reliance on such forward-looking statements as predictions of future events. These forward-looking statements are generally identified by the words “aspires”, “expect”, “estimate”, “project”, “budget”, “anticipate”, “anticipate”, “intend to”, “plan” , “Power,” “will”, “will”, “continue”, “will probably result”, “could”, “should”, “believe (s)”, “predicted”, “potential”, “could”, “,” Opportunity “,” strategy “and similar expressions are intended to identify such forward-looking statements.
These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are external to Merida or Leafy management control, which could cause actual results to differ materially from the results discussed in forward-looking statements. Factors that may cause such differences include, but are not limited to: (a) the risk that the benefits of the Transactions may not be realized; (b) the risk that Transactions are not completed on time or at all, which could adversely affect the price of Merida securities; (c) failure to comply with the conditions for completing the Transactions, including the failure of Merida shareholders to approve and adopt the Agreement and the Merger Plan executed in connection with the Transactions (“Merger Agreement”) or the failure of Merida to meet the Minimum Liquidity Condition (as defined in the Merger Agreement) following redemptions by its shareholders; (d) the occurrence of any event, change or other circumstance which may result in the termination of the Merger Agreement; (e) the outcome of any legal proceedings which may be initiated following the announcement of the Transactions; (f) maintaining the listing of the combined company on the Nasdaq; (g) the risk that the proposed transaction will disrupt the current plans and operations of
Leafy following the announcement and completion of Transactions; (h) costs associated with Transactions; changes in applicable laws or regulations; (i) the possibility that the combined company will be affected by other economic, commercial and / or competitive factors; (j) the impact of COVID-19 or other adverse public health developments; and (k) other risks and uncertainties which will be detailed in the registration statement on Form S-4 filed by Merida (“registration statement”) and as indicated from time to time in documents filed by Merida with of Security and Trade Commission (“SECOND”). These documents identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in forward-looking statements.
Mérida and Leafy caution that the above list of factors is not exclusive. Mérida and Leafy caution readers not to place undue reliance on forward-looking statements, which speak only as of the date they are posted. Neither Merida nor Leafy undertake or accept any obligation or commitment to publicly release any update or revision to any forward-looking statement to reflect any change in its expectations or any change in the events, conditions or circumstances upon which such statement is based.
This document is not a proxy or solicitation of proxy, consent or authorization with respect to any security or with respect to the transaction and does not constitute an offer to sell, buy or sell. exchange or the solicitation of an offer to sell, buy, or exchange securities or solicit a vote or approval in any jurisdiction, and there shall also be no sale, purchase or exchange of securities or solicitation of a vote or approval in any jurisdiction in violation of applicable law.
Item 9.01 Financial statements and supporting documents.
10.1 Form of Promissory note
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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