[15-12G] LEAFLY HOLDINGS INC SEC Filing

Rhea-AI Filing Summary

Leafly Holdings, Inc. (LFLY) filed Form 15-12G on 20 June 2025, certifying the termination of registration of its common stock under Section 12(g) of the Securities Exchange Act and the suspension of its periodic reporting duties under Sections 13 and 15(d). The filing states that the company is relying on Rule 12g-4(a)(1) and Rule 12h-3(b)(1)(i), both of which allow deregistration when the number of record holders falls below regulatory thresholds.

The document discloses 170 holders of record, meeting the criteria for deregistration. No other securities remain subject to Exchange Act reporting. The notice was signed by Chief Executive Officer Yoko Miyashita. Unless the SEC objects within 90 days, Leafly will no longer be required to file Forms 10-K, 10-Q, or 8-K, reducing public disclosure and compliance costs.

Positive

• Reduced compliance expenses from eliminating ongoing SEC reporting obligations may conserve cash for operations.

Negative

• Loss of transparency as periodic reports will stop, increasing information risk for investors.
• Potential liquidity decline if shares migrate to less regulated trading venues.

Insights

Corporate Governance Expert

TL;DR – Filing ends mandatory SEC reporting, lowering transparency for shareholders.

This Form 15 filing is a governance inflection point. By invoking Rules 12g-4 and 12h-3, Leafly confirms its shareholder base has fallen below 300, allowing exit from the Exchange Act regime. Investors will lose the cadence of audited financials and real-time disclosure, materially increasing information asymmetry and potentially liquidity risk. While management may achieve meaningful expense relief, the trade-off is reduced oversight, which historically correlates with wider bid-ask spreads and higher cost of capital for thinly traded securities.

Portfolio Manager

TL;DR – Cost savings positive, but limited market access likely offsets benefit.

Operationally, deregistration trims recurring SEC compliance costs that can be heavy for micro-caps, marginally improving cash flow. However, investors must weigh these savings against diminished liquidity and the possibility of quotation moving to less regulated venues. With only 170 record holders, trading volumes are probably already thin, suggesting future exits could be more difficult. Net impact skews negative for most institutional mandates that require current SEC registrants, though niche investors comfortable with OTC environments may see an opportunity.

 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 15

 

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION

12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE

REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

Commission File Number 001-39119

 

Leafly Holdings, Inc.

(Exact name of Issuer as specified in its charter)

 

600 1^st Avenue, Suite 330, PMB 88154, Seattle, Washington 98104-2246

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)\

 

Common Stock, $0.0001 Par Value

(Title of each class of securities covered by this Form)

 

None

(Title of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

 

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

 

 	Rule 12g-4(a)(1)	☒ 
 	Rule 12g-4(a)(2)	☐ 
 	Rule 12h-3(b)(1)(i)	☒ 
 	Rule 12h-3(b)(1)(ii)	☐ 
 	Rule 15d-6	☐ 
 	Rule 15d-22(b)	☐ 

 

Approximate number of holders of record as of the certification or notice date: 170

 

Pursuant to the requirements of the Securities Exchange Act of 1934, Leafly Holdings, Inc., a Delaware corporation, has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

 

Date: June 20, 2025	By:	/s/ Yoko Miyashita	 
 		Yoko Miyashita,	 
 		Chief Executive Officer	 

 

 

 

 

 

FAQ

Why did Leafly (LFLY) file Form 15-12G?

The company has only 170 record holders, allowing it to end SEC registration and suspend periodic reporting under Rules 12g-4(a)(1) and 12h-3(b)(1)(i).

What happens after LFLY files Form 15?

Unless the SEC objects within 90 days, Leafly will no longer file Forms 10-K, 10-Q, or 8-K and its reporting duties will cease.

Which securities are affected by Leafly's Form 15 filing?

The filing covers Leafly's common stock, $0.0001 par value; no other classes remain subject to reporting.

Who signed the Form 15 for Leafly?

Chief Executive Officer Yoko Miyashita signed the certification on 20 June 2025.

How many record holders does Leafly report in the filing?

Leafly reports approximately 170 holders of record as of the notice date.