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Why Leafly chose to go public through a SPAC
In a February 7, 2022 interview with GeekWire, Miyashita described access to capital as a major challenge for cannabis businesses. “This is just huge for us. As a cannabis company, one of the biggest challenges for every business is access to capital,” she said.
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She said Leafly sought partners who understood cannabis and the company’s assets, and that going public could provide access to a wider range of potential investors. She framed the decision around Leafly’s near- and long-term goals and what she then saw as momentum toward legalization. Those were the CEO’s reasons for pursuing the transaction, not proof that the merger delivered a particular financial benefit.
What Leafly said it was building
Miyashita characterized Leafly as a “three-sided marketplace” connecting consumers, retailers, and licensed brands. The company combined cannabis education and discovery content with tools for consumers to find products and for businesses to reach audiences. She said Leafly’s database contained more than 5,000 strains at the time of the interview; that is a company-reported figure from 2022, not a current or independently verified count.
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GeekWire reported other company figures at the time: more than 125 million annual visitors, over 7,800 brands, 4,600 retailers, and $36 million in 2020 revenue. Leafly expected 19% year-over-year growth in 2021 and projected $151 million in revenue by 2024. Those growth and revenue numbers were forecasts reported in 2022; they should not be read as verified results.
Miyashita also acknowledged the company was exposed to the cannabis industry’s ups and downs. She said Leafly’s strategy focused on its marketplace and did not require legalization for the business to succeed. That was management’s view at the interview date.
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What the merger announcement valued—and what it did not promise
Merida and Leafly announced their proposed combination on August 9, 2021. Their SEC-filed announcement received unanimous board approval and anticipated a fourth-quarter 2021 closing, subject to customary conditions. The actual closing came later, on February 4, 2022.
| Announced term | What it meant |
|---|---|
| Approximately $385 million implied fully diluted enterprise value | The announced enterprise-value estimate for the proposed combination; it was subject to redemptions by Merida stockholders. |
| Approximately $532 million equity value | The announced equity-value estimate, also subject to redemptions. |
| Up to $161.5 million in proceeds | A projected maximum that included Leafly’s recent $31.5 million capital raise. The announcement made proceeds conditional on redemptions, so this was not a guaranteed amount received at closing. |
The companies said the capital would support advertising and platform technology, marketplace expansion, and customer acquisition. These were stated plans in the 2021 announcement, not evidence that the spending produced any particular result.
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When the merger closed and how the listing changed
Leafly’s fiscal 2021 Form 10-K records February 4, 2022 as the closing date. After the business combination, Merida was renamed Leafly Holdings, Inc.; Leafly became its wholly owned subsidiary, and the Nasdaq ticker changed to LFLY. The 2021 announcement’s expectation of a fourth-quarter close therefore differed from the recorded closing date.
For accounting purposes, Leafly’s 2023 annual report describes the transaction as a reverse recapitalization, with Legacy Leafly treated as the accounting acquirer. That accounting treatment explains why financial reporting continued the historical results of Legacy Leafly even though Merida was the legal acquirer in the merger.
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What happened to Leafly’s public-company status later
In its 2025 proxy, Leafly proposed reducing the number of record holders of its common stock below 300 so it could deregister and suspend its Exchange Act reporting obligations. The company estimated annual savings of $1.8 million to $2.0 million if it stopped public reporting, and its board said public-company costs outweighed the benefits. The proxy also reserved the board’s ability to abandon, postpone, or modify the proposal.
The proposal is not the same as a completed change in status. The cited filing establishes that Leafly proposed ending public reporting in 2025; it does not establish whether the proposal was completed by October 7, 2026.
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