Cannabis online marketplace company Leafly Holdings Inc. and the SPAC (special purpose acquisition company) Merida Merger Corp. I (NASDAQ: MCMJ) sponsored by Merida Capital Holdings have signed a definitive agreement for a business combination. When the transaction is complete, Merida will adopt the Leafly name and its common stock is expected to be listed on the NASDAQ under the ticker symbol LFLY. The combined company’s transaction values at an implied, fully diluted enterprise value of approximately $385 million and equity value of approximately $532 million, subject to any redemptions by Merida stockholders. It is expected to close in the fourth quarter of 2021.
Leafly provides a subscription-based platform for more than 7,800 brands and 4,600 paying retail subscribers. Approximately 55% of North American retail licensees are currently subscribed to its marketplace and advertising services. As a non-plant touching platform with leading brand recognition, a user-friendly experience, and an established position in core growth markets, Leafly is well-positioned to capitalize on accelerating legalization trends and e-commerce adoption across North America. Based in Seattle, Washington, Leafly has a highly engaged audience of more than 125 million annual visitors to understand, select, and reserve cannabis products from licensed retailers.
Existing Leafly shareholders will roll 100% of their existing stake in Leafly and, upon closing, are expected to own approximately 72% of the combined company on a pro forma basis, assuming the company receives 100% of the proceeds currently held in trust. The transaction is expected to generate proceeds of up to $161.5 million, subject to any redemptions by Merida stockholders. This follows and is inclusive of Leafly’s recent $31.5 million capital raise led by leading cannabis-focused investors, including Merida Capital Holdings, Delta Emerald Ventures, SOJE Capital, and Leafly’s existing shareholder base. The proceeds of the capital raise and transaction provide Leafly with substantial capital to enhance its advertising and platform technology, expand its marketplace, and execute customer acquisition initiatives.
Peter Lee, President of Merida Merger Corp. I said, “Merida Capital is very excited to be involved in this transformative event for Leafly. We have seen firsthand how consumers respond to Leafly’s innovative technology and proprietary insights. Leafly has a proven flywheel and clear and achievable growth plans, and we look forward to leveraging our team’s demonstrated track record with other high growth ancillary cannabis companies to support their transition to the public market.”
Leafly plans to accelerate retailer monetization with retailers seeing 14x Return on Ad Spend and in the early stages of monetizing the more than 7,800 brands on the Leafly platform. The company is projecting revenue of approximately $43 million in 2021 and $65 million in 2022, representing a roughly 52% annual growth with gross margins of roughly 88% as Leafly further penetrates current markets and capitalizes on its strong position in the newly legalized East Coast
Leafly struggled at the beginning of the pandemic and laid off 91 employees. It had been a part of the private equity Privateer Holdings portfolio, but then the company was spun out to be independent. In its early days, former Leafly founders Cy Scott, Brian Wansolich and Scott Vickers departed Leafly to launch another Seattle-area marijuana data company, Headset. Leafly had created a back-office product to help dispensaries run their business called Leafly Insights and Headset was essentially the business that Leafly Insights looked to be emulating. The company raised $2.3 million in October 2019 even as it was announcing plans to scale back its growth. Overall the company has raised approximately $38 million.
Yoko Miyashita, Chief Executive Officer of Leafly, said, “For the past decade, we have focused on building a unique, legally compliant marketplace with an equal emphasis on educating consumers and enabling them to reserve cannabis products from legal, reputable providers. With this transaction, we are looking forward to entering the next phase of our company’s journey – creating more personalized consumer experiences, driving more value to our retail partners, amplifying brands on our platform, and further scaling our presence in local markets as legalization continues. Our consumers recognize Leafly as one of the most trusted brands in cannabis, and we do not take that trust for granted. We are excited to partner with Merida’s deeply experienced team to create even more value for our consumers, partners, and shareholders.”