Leafly Holdings Inc 2024年度报告

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember 31,2024or☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ____________ to ____________Commission file number:001-39119_____________________________ Securities registered pursuant to Section 12(g) of the Act:Common Stock, $0.0001 Par Value;Warrants, exercisable for shares of common stockat an exercise price of $230.00 per share Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act.Yes☐No☑ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☑No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter)during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.)Yes☑No☐ Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitionsof “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☑Smaller reporting company☑Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standardsprovided pursuant to Section 13(a) of the Exchange Act. Yes☐No☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☐No☑ Registrant had3,128,490shares of Common Stock ($0.0001 par value) outstanding as of March 19, 2025. INDEX Part I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures Part II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities65Item 6.Reserved65Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations66Item 7A.Quantitative and Qualitative Disclosures About Market Risk77Item 8.Financial Statements and Supplementary Data78Balance Sheets81Statements of Operations82Statements of Changes in Stockholders’ Deficit83Statements of Cash Flows85Notes to Financial Statements86Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure118Item 9A.Controls and Procedures118Item 9B.Other Information119Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections119 Part III Item 10.Directors, Executive Officers and Corporate Governance120Item 11.Executive Compensation123Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters138Item 13.Certain Relationships and Related Transactions, and Director Independence140Item 14.Principal Accountant Fees and Services143 Part IV Item 15.Exhibits and Financial Statement Schedule144Item 16.Form 10-K Summary148 PART I Forward-Looking Statements This Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (“Annual Report”) contains a number of forward-lookingstatements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of present or historicalfact included in or incorporated by reference in this Annual Report regarding Leafly Holdings, Inc.’s (referred to herein as, “Leafly” or the“Company” or “we”, “our” or “us”) future financial performance, strategy, operations, operating