Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1101 (212) 818-8800 | ||
facsimile | direct dial number | |
(212) 818-8881 | (212) 818-8638 | |
email address | ||
jgallant@graubard.com |
December 9, 2021
Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
100 F Street, N.E.
Washington, D.C. 20549
Re: | Merida Merger Corp. I | ||
Form 10-K/A for the Year Ended December 31, 2020 | |||
File No.: 001-39119 |
Ladies and Gentlemen:
On behalf of Merida Merger Corp. I (the “Company”), we respond as follows to the Staff’s comment letter, dated December 2, 2021, relating to the above-captioned Form 10/A for the year ended December 31, 2020 (“Form 10-K/A”). Captions and page references herein correspond to those set forth in amended filing of Form 10-K/A, a copy of which has been marked with the changes from the prior draft submission of Form 10-K/A.
Please note that for the Staff’s convenience, we have recited each of the Staff’s comments and provided the Company’s response to each comment immediately thereafter.
Amendment No. 2 to Form 10-K filed November 23, 2021
Item 9A. Controls and Procedures
Management’s Annual Report on Internal Control over Financial Reporting, page 35
1. | We note that you removed management’s assessment of the effectiveness of your internal control over financial reporting as of December 31, 2020. As you no longer qualify as a newly public company, please revise to include the disclosures required by Item 308 of Regulation S-K. |
We have revised Item 9A to include the disclosures required by Item 308 of Regulation S-K as requested.
Securities and Exchange Commission
December 9, 2021
Page 2
Notes to Financial Statements
Note 2 - Restatement of Previously Issued Financial Statements
Amendment 2, page F-12
2. | It appears that you have restated the balance sheet as of November 7, 2019. However, the audit report does not reflect this restated balance sheet. Please explain or revise as necessary. |
We wish to advise the Staff that the Company has restated its November 7, 2019 balance sheet and included it in a Current Report on Form 8-K/A filed with the Securities and Commission on December 9, 2021, which filing includes a report of the Company’s independent registered public accounting firm on the restated balance sheet.
Exhibits
3. | Please revise the introductory language in paragraph 4 of Exhibit 31.1 to refer to internal control over the financial reporting as defined in Exchange Act Rules 13a-15(f) and 15d-15(f). |
We have revised the introductory language in paragraph 4 of Exhibit 31.1 as requested.
*************
If you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.
Sincerely, | |
/s/ Jeffrey M. Gallant | |
Jeffrey M. Gallant |
cc: | Mr. Peter Lee |