Sec Form 13G Filing - LMR Partners LLP filing for LEAFLY HLDGS INC (LFLY) - 2022-07-11

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Leafly Holdings, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
52178J105
(CUSIP Number)
July 6, 2022
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
☐	Rule 13d-1(b)
☒	Rule 13d-1(c)
☐	Rule 13d-1(d)

CUSIP No. 52178J105					13G
1		NAMES OF REPORTING PERSONS
		LMR Master Fund Ltd
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a)☐
		(b)☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION
		Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5	SOLE VOTING POWER
				0
								&# xA0;
			6	SHARED VOTING POWER
				1,164,986 (1)
			7	SOLE DISPOSITIVE POWER
				0
			8	SHARED DISPOSITIVE POWER
				1,164,986 (1)
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		1,164,986 (1)
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
		2.6% (1)(2)
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
		CO
(1)	Includes 1,164,986 shares of Common Stock of Leafly Holdings, Inc. (the “Issuer”) issuable upon the exercise of warrants.
(2)	Based on 42,989,649 shares of Common Stock of the Issuer outstanding as of June 17, 2022, as reported in the Issuer’s Form 424B3 filed with the Securities and Exchange Commission (the “SEC”) on June 21, 2022.

CUSIP No. 52178J105					13G
1		NAMES OF REPORTING PERSONS
		LMR CCSA Master Fund Ltd
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a)☐
		(b)☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION
		Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5	SOLE VOTING POWER
				0
			6	SHARED VOTING POWER
				1,164,986 (1)
			7	SOLE DISPOSITIVE POWER
				0
			8	SHARED DISPOSITIVE POWER
				1,164,986 (1)
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		1,164,986 (1)
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
		2.6% (1)(2)
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
		CO
(1)	Includes 1,164,986 shares of Common Stock of the Issuer issuable upon the exercise of warrants.
(2)	Based on 42,989,649 shares of Common Stock of the Issuer outstanding as of June 17, 2022, as reported in the Issuer’s Form 424B3 filed with the SEC on June 21, 2022.

CUSIP No. 52178J105					13G
1		NAMES OF REPORTING PERSONS
		LMR Partners LLP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a)☐
		(b)☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION
		United Kingdom
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5	SOLE VOTING POWER
				0
			6	SHARED VOTING POWER
				2,329,972 (1)
			7	SOLE DISPOSITIVE POWER
				0
			8	SHARED DISPOSITIVE POWER
				2,329,972 (1)
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		2,329,972 (1)
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
		5.1% (1)(2)
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
		PN, IA
(1)	Includes 2,329,972 shares of Common Stock of the Issuer issuable upon the exercise of warrants.
(2)	Based on 42,989,649 shares of Common Stock of the Issuer outstanding as of June 17, 2022, as reported in the Issuer’s Form 424B3 filed with the SEC on June 21, 2022.

CUSIP No. 52178J105					13G
1		NAMES OF REPORTING PERSONS
		LMR Partners Limited
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a)☐
		(b)☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION
		Hong Kong
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5	SOLE VOTING POWER
				0
			6	SHARED VOTING POWER
				2,329,972 (1)
			7	SOLE DISPOSITIVE POWER
				0
			8	SHARED DISPOSITIVE POWER
				2,329,972 (1)
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		2,329,972 (1)
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
		5.1% (1)(2)
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
		CO, IA
(1)	Includes 2,329,972 shares of Common Stock of the Issuer issuable upon the exercise of warrants.
(2)	Based on 42,989,649 shares of Common Stock of the Issuer outstanding as of June 17, 2022, as reported in the Issuer’s Form 424B3 filed with the SEC on June 21, 2022.

CUSIP No. 52178J105					13G
1		NAMES OF REPORTING PERSONS
		LMR Partners LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a)☐
		(b)☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION
		State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5	SOLE VOTING POWER
				0
			6	SHARED VOTING POWER
				2,329,972 (1)
			7	SOLE DISPOSITIVE POWER
				0
			8	SHARED DISPOSITIVE POWER
				2,329,972 (1)
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		2,329,972 (1)
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
		5.1% (1)(2)
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
		OO, IA
(1)	Includes 2,329,972 shares of Common Stock of the Issuer issuable upon the exercise of warrants.
(2)	Based on 42,989,649 shares of Common Stock of the Issuer outstanding as of June 17, 2022, as reported in the Issuer’s Form 424B3 filed with the SEC on June 21, 2022.

CUSIP No. 52178J105

13G

1

NAMES OF REPORTING PERSONS

LMR Partners AG

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)☐

(b)☐

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Switzerland

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

2,329,972 (1)

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,329,972 (1)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,329,972 (1)

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.1% (1)(2)

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO, IA

(1)

Includes 2,329,972 shares of Common Stock of the Issuer issuable upon the exercise of warrants.

(2)

Based on 42,989,649 shares of Common Stock of the Issuer outstanding as of June 17, 2022, as reported in the Issuer’s Form 424B3 filed with the SEC on June 21, 2022.

CUSIP No. 52178J105					13G
1		NAMES OF REPORTING PERSONS
		Ben Levine
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a)☐
		(b)☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION
		United Kingdom
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5	SOLE VOTING POWER
				0
			6	SHARED VOTING POWER
				2,329,972 (1)
			7	SOLE DISPOSITIVE POWER
				0
			8	SHARED DISPOSITIVE POWER
				2,329,972 (1)
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		2,329,972 (1)
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
		5.1% (1)(2)
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
		IN, HC
(1)	Includes 2,329,972 shares of Common Stock of the Issuer issuable upon the exercise of warrants.
(2)	Based on 42,989,649 shares of Common Stock of the Issuer outstanding as of June 17, 2022, as reported in the Issuer’s Form 424B3 filed with the SEC on June 21, 2022.

CUSIP No. 52178J105					13G
1		NAMES OF REPORTING PERSONS
		Stefan Renold
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a)☐
		(b)☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION
		Switzerland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5	SOLE VOTING POWER
				0
			6	SHARED VOTING POWER
				2,329,972 (1)
			7	SOLE DISPOSITIVE POWER
				0
								0;
			8	SHARED DISPOSITIVE POWER
				2,329,972 (1)
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		2,329,972 (1)
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
		5.1% (1)(2)
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
		IN, HC
(1)	Includes 2,329,972 shares of Common Stock of the Issuer issuable upon the exercise of warrants.
(2)	Based on 42,989,649 shares of Common Stock of the Issuer outstanding as of June 17, 2022, as reported in the Issuer’s Form 424B3 filed with the SEC on June 21, 2022.

Item 1(a).	NAME OF ISSUER:
	The name of the issuer is Leafly Holdings, Inc. (the "Issuer").

Item 1(b).	ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
	The Issuer's principal executive offices are located at 111 South Jackson Street, Suite 531, Seattle, Washington 98104.

Item 2(a).

NAME OF PERSON FILING:

	This statement is filed by:
	(i)	LMR Master Fund Ltd ("LMR Master Fund"), with respect to the shares of Common Stock (as defined in Item 2(d)) held by it;
	(ii)	LMR CCSA Master Fund Ltd ("LMR CCSA Master Fund"), with respect to the shares of Common Stock (as defined in Item 2(d)) held by it;
	(iii)	LMR Partners LLP, LMR Partners Limited, LMR Partners LLC and LMR Partners AG (collectively, the "LMR Investment Managers"), which serve as the investment managers to certain funds, including, without limitation, LMR Master Fund and LMR CCSA Master Fund, with respect to the shares of Common Stock held by LMR Master Fund and LMR CCSA Master Fund; and
	(iv)	Ben Levine and Stefan Renold, who are ultimately in control of the investment and voting decisions of the LMR Investment Managers with respect to the securities held by LMR Master Fund and LMR CCSA Master Fund.

The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."

< tr>

Item 2(b).	ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
	The address of the principal business office of each of the Reporting Persons is c/o LMR Partners LLP, 9th Floor, Devonshire House, 1 Mayfair Place, London, W1J 8AJ, United Kingdom.

Item 2(c).	CITIZENSHIP:
	LMR Master Fund is a Cayman Islands exempted company. LMR CCSA Master Fund is a Cayman Islands exempted company. LMR Partners LLP is a United Kingdom limited liability partnership. LMR Partners Limited is a Hong Kong corporation. LMR Partners LLC is a Delaware limited liability company. LMR Partners AG is a Swiss corporation. Ben Levine is a citizen of the United Kingdom. Stefan Renold is a citizen of Switzerland.

Item 2(d).	TITLE OF CLASS OF SECURITIES:
	Common Stock, $0.0001 par value per share ("Common Stock").

Item 5.	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
	Not applicable.

	Not applicable.
Item 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
	Not applicable.

Item 8.	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
	Not applicable.

Item 9.	NOTICE OF DISSOLUTION OF GROUP.
	Not applicable.

Item 10.

CERTIFICATION.

	Each of the Reporting Persons hereby makes the following certification:
	By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.