Item 2.02 Results of Operations and Financial Condition.

On March 16, 2023, Leafly Holdings, Inc. (the "Company") announced its financial results for the three months and year ended December 31, 2022. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference.

The information in Item 2.02 and in the accompanying Exhibit 99.1 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such a filing.

Item 2.05. Costs Associated with Exit or Disposal Activities

On March 13, 2023, the Company committed to a restructuring plan (the "Restructuring Plan"), which is intended to support its strategic plan and reduce operating expenses by further aligning its cost structure to focus on areas the Company believes are more likely to generate the best long-term results, in light of the current industry and macro-economic environment. As a result, the Company's restructuring activities under the Restructuring Plan include decreasing, through attrition and layoffs, total headcount by approximately 41 employees upon the completion of the Restructuring Plan. These activities are expected to be substantially completed by the end of the first quarter 2023. The Company currently estimates it will incur a one-time cash pre-tax restructuring charge of approximately $0.7 million in the first quarter of 2023, as a result of the Restructuring Plan, comprised primarily of one-time severance and other employee-related termination benefits. Estimated amounts are subject to change until finalized. This headcount reduction is in addition to the headcount reduction of 56 persons previously disclosed in October 2022.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws, including statements regarding activities expected to be undertaken and costs expected to be incurred in connection with the Restructuring Plan. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "forecast," "opportunity," "outlook," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions (including the negative versions of such words or expressions).

Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions as of the date of this report and, as a result, are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in such forward-looking statements. Many factors could cause actual future events to differ materially from the forward-looking statements in this report, including but not limited to the size, demands and growth potential of the markets for the Company's products and services and the Company's ability to serve those markets; the impact of worldwide economic conditions, including the resulting effect on consumer spending at local businesses and the level of advertising spending by local businesses; and the other risks and uncertainties described in the "Risk Factors" section of the Annual Report on Form 10-K filed by the Company with the SEC on March 31, 2022, as amended on Form 10-K/A on May 2, 2022 and on December 2, 2022, and in the other documents filed by the Company from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Leafly assumes no obligation and, except as required by law, does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Leafly does not give any assurance that it will achieve its expectations.




Item 9.01 Financial Statements and Exhibits.
(d) Exhibits


Exhibit Number    Description
  99.1              Press Release dated March 16, 2023
104               Cover Page Interactive Data File (formatted as Inline XBRL)

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