Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On June 27, 2024, Leafly Holdings, Inc. (the "Company") entered into an Equity Distribution Agreement (the "Agreement") with The Benchmark Company, LLC, as sales agent (the "Agent"), pursuant to which the Company may, from time to time, offer and sell shares of its common stock, par value $0.0001 per share, for an aggregate offering price of up to $2,518,678 (the "Shares"), through the Agent in an at-the-market offering. Upon delivery of a placement notice, and subject to the terms and conditions of the Agreement, the Agent may sell the Shares at market prices by any method that is deemed to be an "at-the-market offering" as defined in Rule 415 under the Securities Act of 1933, as amended. The offering of Shares pursuant to the Agreement will terminate upon the earliest of (i) the issuance and sale of all Shares under the Agreement, (ii) the termination of the Agreement as permitted therein, and (iii) June 27, 2025.

The offer and sale of the Shares made pursuant to the Agreement, if any, will be made under the Company's "shelf" registration statement on Form S-3 (File No. 333-270924) that became effective on April 12, 2023, the base prospectus contained therein, and a prospectus supplement related to the offering of the Shares filed with the Securities and Exchange Commission on June 27, 2024.

Subject to the terms and conditions of the Agreement, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell the Shares on behalf of the Company, based upon the Company's instructions. The Company has no obligation to sell any of the Shares, and either the Company or the Agent may at any time suspend sales under the Agreement or terminate the Agreement in accordance with its terms. The Company has provided the Agent with customary indemnification rights, and the Agent will be entitled to a fixed commission of 3.0% of the aggregate gross proceeds from the Shares sold. The Agreement contains customary representations and warranties, and the Company is required to deliver customary closing documents and certificates in connection with sales of the Shares. The Company has agreed to reimburse the Agent for the fees and disbursements of its counsel, payable upon execution of the Agreement, in an amount not to exceed $50,000 in connection with the establishment of this at-the-market offering program, in addition to certain ongoing fees of its legal counsel.

The legal opinion of Harter Secrest & Emery LLP, counsel to the Company, relating to the Shares is filed as Exhibit 5.1 hereto.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Shares, nor shall there be an offer, solicitation or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.