Basic Stats
| CIK | 1832765 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Edify Acquisition Corp - Units (1 Ord Class A & 1/2 War)
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
| March 12, 2024 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2024 Edify Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39899 85-3274503 (State or other jurisdiction of incorporation) (Commission F |
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| March 12, 2024 |
Edify Acquisition Corp. to Liquidate Exhibit 99 Edify Acquisition Corp. to Liquidate NEW YORK, March 06, 2024 (GLOBE NEWSWIRE) - Edify Acquisition Corp. (NASDAQ: EAC) (the “Company”) announced that the Company and Unique Logistics International, Inc. (“UNQL”) have mutually agreed to terminate the previously announced business combination agreement between the Company and UNQL, and pursuant to its Amended and Restated Certificate of I |
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| March 12, 2024 |
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 333-251775 EDIFY ACQUISITION CORP. (Exact name of registrant as specified in |
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| March 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2024 (March 1, 2024) Edify Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39899 85-3274503 (State or other jurisdiction of incorporatio |
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| March 1, 2024 |
Exhibit 2.1 EXECUTION VERSION MUTUAL TERMINATION AGREEMENT THIS MUTUAL TERMINATION AGREEMENT (this “Termination Agreement”) is entered into as of March 1, 2024, by and among Edify Acquisition Corp., a Delaware corporation (“Buyer”), Edify Merger Sub, Inc., a Nevada corporation and direct, wholly owned subsidiary of Buyer (“Merger Sub”), and Unique Logistics International, Inc., a Nevada corporatio |
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| March 1, 2024 |
Exhibit 2.1 EXECUTION VERSION MUTUAL TERMINATION AGREEMENT THIS MUTUAL TERMINATION AGREEMENT (this “Termination Agreement”) is entered into as of March 1, 2024, by and among Edify Acquisition Corp., a Delaware corporation (“Buyer”), Edify Merger Sub, Inc., a Nevada corporation and direct, wholly owned subsidiary of Buyer (“Merger Sub”), and Unique Logistics International, Inc., a Nevada corporatio |
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| March 1, 2024 |
Termination of a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2024 (March 1, 2024) Edify Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39899 85-3274503 (State or other jurisdiction of incorporatio |
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| February 9, 2024 |
SC 13G/A 1 d694828dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Edify Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 28059Q103 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this State |
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| February 8, 2024 |
SC 13G/A 1 d613889dsc13ga.htm SC 13G/A CUSIP No. 28059Q103 Schedule 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* EDIFY ACQUISITION CORP. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 28059Q103 (CUSIP Number) December 31, 2023 (Date of Event Which Re |
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| February 7, 2024 |
SC 13G/A 1 p24-0591sc13ga.htm EDIFY ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Edify Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 28059Q103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This St |
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| January 25, 2024 |
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT Exhibit 10.1 AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 3 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of January 19, 2024, by and between Edify Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, |
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| January 25, 2024 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 19, 2024 Date of Report (Date of earliest event reported) Edify Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39899 85-3274503 (State or other jurisdiction of incorporation) (Commission |
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| January 25, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EDIFY ACQUISITION CORP. Edify Acquisition Corp., a corporation organized and existing under the by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. The name of the corporation is Edify Acquisition Corp. The corporation was originally incorporated purs |
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| January 18, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2024 EDIFY ACQUISITION CORP. (Exact name of Registrant as specified in its charter) Delaware 001-39899 85-3274503 (State or other jurisdiction of incorporation) (Commi |
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| January 10, 2024 |
SC 13G/A 1 edify12243sc13ga1.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Edify Acquisition Corp (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 28059Q103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of T |
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| January 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14 ––––––––––––––––––––––––––––––– Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permit |
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| January 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14 ––––––––––––––––––––––––––––––– Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6( |
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| January 2, 2024 |
GIOVANNI CARUSO Partner 345 Park Avenue New York, NY 10154 Direct 212.407.4866 Main 212.407.4000 Fax 212.407.4990 [email protected] Via Edgar January 2, 2024 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: J. Elizabeth Packebusch, Esq. Re: Edify Acquisition Corp. Preliminary Proxy Statement on Schedule 14A Filed December 21, |
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| January 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| December 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| December 14, 2023 |
As filed with the Securities and Exchange Commission on December 13, 2023 As filed with the Securities and Exchange Commission on December 13, 2023 Registration No. |
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| December 14, 2023 |
Exhibit 99.1 December 13, 2023 Board of Directors Edify Acquisition Corp. 888 7th Avenue, 29th Floor New York, NY 10106 Re: Registration Statement on Form S-4 of Unique Logistics International, Inc. (the “Registration Statement”) Members of the Board of Directors: Reference is made to our opinion letter, dated December 15, 2022 (“Opinion Letter”), as to whether the Merger Consideration (as defined |
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| December 14, 2023 |
UNIQUE LOGISTICS INTERNATIONAL (H.K.) LIMITED Exhibit 99.3 UNIQUE LOGISTICS INTERNATIONAL (H.K.) LIMITED Directors’ Report 6 Independent Auditor’s Report 8 Statement of Profit or Loss and Other Comprehensive Income 11 Statement of Financial Position 12 Statement of Changes in Equity 13 Statement of Cash Flows 14 Notes to the Financial Statements 15-44 Appendices (For management information only) Detailed Income Statement 45 Overhead Expenses |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to EDIFY ACQUISITION CORP. (Exact Name of Registrant |
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| October 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2023 Edify Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39899 85-3274503 (State or other jurisdiction of incorporation) (Commissio |
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| October 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2023 Edify Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39899 85-3274503 (State or other jurisdiction of incorporation) (Commissio |
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| October 13, 2023 |
Exhibit 99.1 October 13, 2023 Board of Directors Edify Acquisition Corp. 888 7th Avenue, 29th Floor New York, NY 10106 Re: Registration Statement on Form S-4 of Edify Acquisition Corp. (the “Registration Statement”) Members of the Board of Directors: Reference is made to our opinion letter, dated December 15, 2022 (“Opinion Letter”), as to whether the Merger Consideration (as defined in the Opinio |
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| October 13, 2023 |
As filed with the Securities and Exchange Commission on October 13, 2023 As filed with the Securities and Exchange Commission on October 13, 2023 Registration No. |
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| October 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 1, 2023 Edify Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39899 85-3274503 (State or other jurisdiction of incorporation) (Commissi |
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| September 20, 2023 |
ACKNOWLEDGMENT AND WAIVER AGREEMENT Exhibit 2.1 EXECUTION COPY ACKNOWLEDGMENT AND WAIVER AGREEMENT THIS ACKNOWLEDGMENT AND WAIVER AGREEMENT (this “Agreement”), dated as of September 18, 2023, is by and among Edify Acquisition Corp., a Delaware corporation (“Buyer”), Edify Merger Sub, Inc., a Nevada corporation (“Merger Sub”) and direct, wholly owned subsidiary of Buyer, and Unique Logistics International, Inc., a Nevada corporation |
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| September 20, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 19, 2023 (September 18, 2023) Edify Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39899 85-3274503 (State or other jurisdiction of in |
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| September 20, 2023 |
ACKNOWLEDGMENT AND WAIVER AGREEMENT Exhibit 2.1 EXECUTION COPY ACKNOWLEDGMENT AND WAIVER AGREEMENT THIS ACKNOWLEDGMENT AND WAIVER AGREEMENT (this “Agreement”), dated as of September 18, 2023, is by and among Edify Acquisition Corp., a Delaware corporation (“Buyer”), Edify Merger Sub, Inc., a Nevada corporation (“Merger Sub”) and direct, wholly owned subsidiary of Buyer, and Unique Logistics International, Inc., a Nevada corporation |
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| September 20, 2023 |
Exhibit 2.2 EXECUTION COPY September 18, 2023 Edify Acquisition Corp. 888 Seventh Avenue, Floor 29 New York, NY 10106 RE: Amendment to Amended and Restated Letter Agreement Reference is made to that certain amended and restated letter agreement (the “Letter Agreement”), dated as of December 18, 2022, by and among Edify Acquisition Corp., a Delaware corporation (“Buyer”), Colbeck Edify Holdings, LL |
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| September 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 19, 2023 (September 18, 2023) Edify Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39899 85-3274503 (State or other jurisdiction of in |
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| September 20, 2023 |
Exhibit 2.2 EXECUTION COPY September 18, 2023 Edify Acquisition Corp. 888 Seventh Avenue, Floor 29 New York, NY 10106 RE: Amendment to Amended and Restated Letter Agreement Reference is made to that certain amended and restated letter agreement (the “Letter Agreement”), dated as of December 18, 2022, by and among Edify Acquisition Corp., a Delaware corporation (“Buyer”), Colbeck Edify Holdings, LL |
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| August 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-39899 CUSIP NUMBER 28059Q 103 (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: June 30, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transi |
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| August 15, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to EDIFY ACQUISITION CORP. (Exact Name o |
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| July 26, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 20, 2023 Date of Report (Date of earliest event reported) Edify Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39899 85-3274503 (State or other jurisdiction of incorporation) (Commission Fi |
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| July 26, 2023 |
Exhibit 10.1 AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of July 20, 2023, by and between Edify Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but |
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| July 26, 2023 |
Exhibit 3.1 |
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| July 26, 2023 |
Amendment No. 1 to Merger Agreement, dated as of July 20, 2023. Exhibit 2.1 First Amendment to Merger Agreement This FIRST Amendment to THE AGREEMENT AND PLAN OF Merger (this “Amendment”), dated as of July 19, 2023, is entered into by and among Edify Acquisition Corp., a Delaware corporation (“Buyer”), Edify Merger Sub, Inc., a Nevada corporation and direct, wholly owned subsidiary of Buyer (“Merger Sub”), and Unique Logistics International, Inc., a Nevada cor |
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| July 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| July 7, 2023 |
GIOVANNI CARUSO Partner 345 Park Avenue New York, NY 10154 Direct 212.407.4866 Main 212.407.4000 Fax 212.407.4990 [email protected] Via Edgar July 7, 2023 Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Liz Packebusch Laura Nicholson Re: Edify Acquisition Corp. Preliminary Proxy Statement on Schedule 14A Filed June 16, 2023 Fi |
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| July 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| June 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| June 15, 2023 |
SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* EDIFY ACQUISITION CORP. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 28059Q103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design |
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| June 15, 2023 |
EX-99.1 Exhibit 99.1 CUSIP No. 28059Q103 Schedule 13G Joint Filing Agreement Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree, as of June 14, 2023, that only one statement containing the information required by Schedule 13G, and each amendment thereto, need be filed with respect to the ownership by each of the undersigned of shares of |
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| June 9, 2023 |
Consent of Lincoln International LLC. EX-99.1 4 fs42023ex99-1edifyacq.htm CONSENT OF LINCOLN INTERNATIONAL LLC Exhibit 99.1 May 31, 2023 Board of Directors Edify Acquisition Corp. 888 7th Avenue, 29th Floor New York, NY 10106 Re: Registration Statement on Form S-4 of Edify Acquisition Corp. (the “Registration Statement”) Members of the Board of Directors: Reference is made to our opinion letter, dated December 15, 2022 (“Opinion Lette |
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| June 9, 2023 |
EX-FILING FEES 5 fs42023ex-feeedifyacq.htm FILING FEE TABLE Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) EDIFY ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Security Maxi |
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| June 9, 2023 |
As filed with the Securities and Exchange Commission on June 9, 2023 As filed with the Securities and Exchange Commission on June 9, 2023 Registration No. |
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| May 19, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to EDIFY ACQUISITION CORP. (Exact Name |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-39899 CUSIP NUMBER 28059Q 103 (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Trans |
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| April 11, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39899 EDIFY ACQUISI |
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| April 5, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 4, 2023 Date of Report (Date of earliest event reported) Edify Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39899 85-3274503 (State or other jurisdiction of incorporation) (Commission File Number) (I.R |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-39899 CUSIP NUMBER 28059Q 103 (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2022 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Tr |
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| February 23, 2023 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2023 EDIFY ACQUISITION CORP. (Exact name of Registrant as specified in its charter) Delaware 001-39899 85-3274503 (State or other jurisdiction of incorporation) (Comm |
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| February 13, 2023 |
SC 13G 1 edify210232sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Edify Acquisition Corp (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 28059Q103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check |
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| February 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Edify Acquisition Corp (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 28059Q103 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the |
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| February 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State |
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| January 13, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2023 EDIFY ACQUISITION CORP. (Exact name of Registrant as specified in its charter) Delaware 001-39899 85-3274503 (State or other jurisdiction of incorporation) (Commi |
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| December 23, 2022 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 21, 2022 Date of Report (Date of earliest event reported) Edify Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39899 85-3274503 (State or other jurisdiction of incorporation) (Commissio |
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| December 23, 2022 |
Exhibit 3.1 |
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| December 23, 2022 |
Exhibit 10.1 AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this ?Amendment?) is made as of December 22, 2022, by and between Edify Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). Capitalized terms contained in this Amendment, |
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| December 19, 2022 |
Unique Logistics International, Inc. Announces Merger Agreement with Edify Acquisition Corp. Exhibit 99.1 Unique Logistics International, Inc. Announces Merger Agreement with Edify Acquisition Corp. ● Merger agreement provides for debt capital to facilitate previously announced acquisitions and additional working capital ● The merger would result in Unique Logistics International becoming a Nasdaq-listed company NEW YORK, NY – December 19, 2022/PRNewswire/ - Unique Logistics International |
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| December 19, 2022 |
Exhibit 10.2 EXECUTION VERSION LOCK-UP AGREEMENT This Lock-Up Agreement (this “Agreement”) is dated as of December 18, 2022 and is among Edify Acquisition Corp., a Delaware corporation (the “Public Entity”), and each of the stockholder parties identified on Exhibit A hereto each, a “Stockholder Party” and, together with any other persons who enter into a joinder to this Agreement, substantially in |
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| December 19, 2022 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among EDIFY ACQUISITION CORP., EDIFY MERGER SUB, INC. and UNIQUE LOGISTICS INTERNATIONAL, INC. dated as of December 18, 2022 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 2 Section 1.01. Definitions 2 Section 1.02. Construction 17 Section 1.03. Knowledge 18 Section 1.04. Equitable Adjustments 18 ARTICLE II THE MERGER 18 Secti |
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| December 19, 2022 |
Exhibit 10.1 December 18, 2022 Edify Acquisition Corp. 888 Seventh Avenue, Floor 29 New York, NY 10106 RE: Amended and Restated Letter Agreement This letter (this “Letter Agreement”) is being delivered in accordance with that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among Edify Acquisition Corp., a Delaware corporation (“Buyer”), Edify Merg |
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| December 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| December 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2022 (December 18, 2022) Edify Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39899 85-3274503 (State or other jurisdiction of inco |
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| December 19, 2022 |
Exhibit 10.3 EXECUTION VERSION COMPANY VOTING AND SUPPORT AGREEMENT THIS COMPANY VOTING AND SUPPORT AGREEMENT, dated as of December 18, 2022 (this “Company Support Agreement”), is entered into by and among Unique Logistics International, Inc., a Nevada corporation (the “Company”), Edify Acquisition Corp., a Delaware corporation (“Buyer”), and the stockholder named on the signature page hereto (the |
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| December 19, 2022 |
Exhibit 10.2 EXECUTION VERSION LOCK-UP AGREEMENT This Lock-Up Agreement (this “Agreement”) is dated as of December 18, 2022 and is among Edify Acquisition Corp., a Delaware corporation (the “Public Entity”), and each of the stockholder parties identified on Exhibit A hereto each, a “Stockholder Party” and, together with any other persons who enter into a joinder to this Agreement, substantially in |
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| December 19, 2022 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among EDIFY ACQUISITION CORP., EDIFY MERGER SUB, INC. and UNIQUE LOGISTICS INTERNATIONAL, INC. dated as of December 18, 2022 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 2 Section 1.01. Definitions 2 Section 1.02. Construction 17 Section 1.03. Knowledge 18 Section 1.04. Equitable Adjustments 18 ARTICLE II THE MERGER 18 Secti |
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| December 19, 2022 |
Exhibit 10.1 December 18, 2022 Edify Acquisition Corp. 888 Seventh Avenue, Floor 29 New York, NY 10106 RE: Amended and Restated Letter Agreement This letter (this “Letter Agreement”) is being delivered in accordance with that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among Edify Acquisition Corp., a Delaware corporation (“Buyer”), Edify Merg |
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| December 19, 2022 |
Exhibit 10.3 EXECUTION VERSION COMPANY VOTING AND SUPPORT AGREEMENT THIS COMPANY VOTING AND SUPPORT AGREEMENT, dated as of December 18, 2022 (this “Company Support Agreement”), is entered into by and among Unique Logistics International, Inc., a Nevada corporation (the “Company”), Edify Acquisition Corp., a Delaware corporation (“Buyer”), and the stockholder named on the signature page hereto (the |
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| December 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2022 (December 18, 2022) Edify Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39899 85-3274503 (State or other jurisdiction of inco |
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| December 19, 2022 |
Unique Logistics International, Inc. Announces Merger Agreement with Edify Acquisition Corp. Exhibit 99.1 Unique Logistics International, Inc. Announces Merger Agreement with Edify Acquisition Corp. ● Merger agreement provides for debt capital to facilitate previously announced acquisitions and additional working capital ● The merger would result in Unique Logistics International becoming a Nasdaq-listed company NEW YORK, NY – December 19, 2022/PRNewswire/ - Unique Logistics International |
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| December 14, 2022 |
DEFA14A 1 tm2232684d1defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by R |
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| December 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State |
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| November 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant x Filed by a party other than the Registrant ? Check the appropriate box: x Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi |
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| November 18, 2022 |
345 Park Avenue New York, NY 10154-1895 Direct Main Fax 212.407.4000 212.407.4000 212.407.4990 Via Edgar November 18, 2022 Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Ruairi Regan Jeffrey Gabor Re: Edify Acquisition Corp. Preliminary Proxy Statement on Schedule 14A Filed November 14, 2022 File No. 001-39899 Ladies and Gen |
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| November 14, 2022 |
PRE 14A 1 tm2230254d1pre14a.htm PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Ru |
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| November 10, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 15, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 13, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 15, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 31, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 Edify Acquisition Corp. (Name of Issuer) Common Stock, $ 0.000 par value (Title of Class of Securities) 28059Q 103 (CUSIP Number) December 31, 2021 (Date of Even |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Edify Acquisition Corp (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 28059Q103 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the |
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| February 14, 2022 |
EACPU / Edify Acquisition Corp. Units / FIR TREE CAPITAL MANAGEMENT LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Edify Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 28059Q103 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| February 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Edify Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 28059Q103 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule purs |
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| January 12, 2022 |
Financial Statements and Exhibits, Other Events United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A Amendment No. 1 Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 20, 2021 Date of Report (Date of earliest event reported) Edify Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39899 85-3274503 (State or other jurisdiction of incorpor |
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| January 12, 2022 |
EDIFY ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Exhibit 99.1 EDIFY ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Page Audited Financial Statement of Edify Acquisition Corp.: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of January 20, 2021 (as restated) F-3 Notes to Financial Statement (as restated) F-4 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Edify |
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| December 22, 2021 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 21, 2021 Date of Report (Date of earliest event reported) Edify Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39899 85-3274503 (State or other jurisdiction of incorporation) (Commissio |
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| December 22, 2021 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 12, 2021 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 16, 2021 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 24, 2021 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER NOTIFICATION OF LATE FILING 001 39899 CUSIP NUMBER 28059Q 103 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report |
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| April 28, 2021 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 25, 2021 Date of Report (Date of earliest event reported) Edify Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-251775 85-3274503 (State or other jurisdiction of incorporation) (Commission |
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| March 30, 2021 |
Exhibit 4.5 DESCRIPTION OF SECURITIES The following description summarizes the material terms of our capital stock. Because it is only a summary, it may not contain all the information that is important to you. Units Each unit consists of one whole share of Class A common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class |
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| March 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39899 EDIFY ACQUISITION CORP. (Exact |
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| February 16, 2021 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 16, 2021 Date of Report (Date of earliest event reported) Edify Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39899 85-3274503 (State or other jurisdiction of incorporation) (Commissio |
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| February 1, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Edify Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 28059Q202** (CUSIP Number) January 20, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule |
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| January 26, 2021 |
EDIFY ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Exhibit 99.1 EDIFY ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Page Audited Financial Statement of Edify Acquisition Corp.: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of January 20, 2021 F-3 Notes to Financial Statement F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Edify Acquisition Corp. Opinion o |
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| January 26, 2021 |
Financial Statements and Exhibits, Other Events United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 20, 2021 Date of Report (Date of earliest event reported) Edify Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39899 85-3274503 (State or other jurisdiction of incorporation) (Commission |
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| January 21, 2021 |
Exhibit 10.4 EDIFY ACQUISITION CORP. 888 7th Avenue, Floor 29 New York, NY 10106 January 14, 2021 Colbeck Edify Holdings, LLC 888 7th Avenue, Floor 29 New York, NY 10106 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Edify Acquisition Corp., a Delaware corporation (the “Company”) and Colbeck Edify Holdings, LLC, a Delaware limited liability company |
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| January 21, 2021 |
Edify Acquisition Corp. Announces Pricing of Upsized $240,000,000 Initial Public Offering Exhibit 99.1 Edify Acquisition Corp. Announces Pricing of Upsized $240,000,000 Initial Public Offering NEW YORK, Jan. 14, 2021 /PRNewswire/ - Edify Acquisition Corp. (the "Company") announced today the pricing of its upsized initial public offering ("IPO") of 24,000,000 units at a price of $10.00 per unit. The Company is a special-purpose acquisition company with a focus on the education, educatio |
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| January 21, 2021 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EDIFY ACQUISITION CORP. Pursuant to Section 242 and 245 of the Delaware General Corporation Law January 14, 2021 Edify Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Edify Acquisition Corp.” The ori |
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| January 21, 2021 |
Exhibit 10.5 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 14, 2021, by and between Edify Acquisition Company., a Delaware corporation (the “Company”), Colbeck Edify Holdings, LLC, a Delaware limited liability company (the “Sponsor”) and each of the other undersigned (together with the Sponsor and any person or entity who hereafter becomes a party to this Ag |
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| January 21, 2021 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 14, 2021, is made and entered into by and among Edify Acquisition Corp., a Delaware corporation (the “Company”), Colbeck Edify Holdings, LLC, a Delaware limited liability company (the “Sponsor”) and each of the other undersigned (together with the Sponsor and any person or entity w |
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| January 21, 2021 |
Exhibit 10.1 January 14, 2021 Edify Acquisition Corp. 888 7th Avenue, Floor 29 New York, NY 77029 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Edify Acquisition Corp., a Delaware corporation (the “Company”), BMO Capital Markets |
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| January 21, 2021 |
Exhibit 10.6 PRIVATE PLACEMENT WARRANTS SUBSCRIPTION AGREEMENT THIS PRIVATE PLACEMENT WARRANTS SUBSCRIPTION AGREEMENT, dated as of January 14, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Edify Acquisition Corp., a Delaware corporation (the “Company”) and Colbeck Edify Holdings, LLC, a Delaware limited |
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| January 21, 2021 |
Exhibit 1.1 24,000,000 Units EDIFY ACQUISITION CORP. UNDERWRITING AGREEMENT January 14, 2021 BMO Capital Markets Corp. 3 Times Square New York, New York 10036 B. Riley Securities, Inc. 299 Park Avenue New York, New York 10171 Ladies and Gentlemen: EDIFY acquisition cORP., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggre |
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| January 21, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 14, 2021, by and between Edify Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No.333-251775 |
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| January 21, 2021 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 14, 2021 Date of Report (Date of earliest event reported) Edify Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39899 85-3274503 (State or other jurisdiction of incorporation) (Commission |
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| January 21, 2021 |
Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 14, 2021, is by and between Edify Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, and also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged in an initial pub |
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| January 21, 2021 |
Exhibit 99.2 Edify Acquisition Corp: Announces Closing of Upsized $276 Million Initial Public Offering of Securities and Full Exercise of Overallotment Option NEW YORK, Jan. 20, 2021 /PRNewswire/ - Edify Acquisition Corp. (the "Company"), a special purpose acquisition company formed for the purpose of entering into a combination with one or more businesses and led by Chairwoman Susan Wolford and C |
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| January 19, 2021 |
$240,000,000 Edify Acquisition Corp. 24,000,000 Units Filed Pursuant to 424(b)(4) Registration No. 333-251775 PROSPECTUS $240,000,000 Edify Acquisition Corp. 24,000,000 Units Edify Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial |
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| January 14, 2021 |
As filed with the U.S. Securities and Exchange Commission on January 14, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EDIFY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 6770 85-3274503 (State or other jurisdiction of incorporation or organizati |
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| January 14, 2021 |
8-A12B 1 tm2037108-98a12b.htm 8-A12B For UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Edify Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 85-3274503 (State of Incorporation (I.R.S. Employer or Organization) |
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| January 13, 2021 |
Edify Acquisition Corp. 888 7th Avenue, Floor 29 New York, NY 10106 January 13, 2021 VIA EDGAR & TELECOPY Erin Purnell Division of Corporation Finance Office of Manufacturing U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 RE: Edify Acquisition Corp. (the ?Company?) Registration Statement on Form S-1 (File No. 333- 251775) (the ?Registration Statement?) Dear Ms. Purne |
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| January 13, 2021 |
January 13, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N. |
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| January 12, 2021 |
Giovanni Caruso Partner 345 Park Avenue New York, NY 10154 Direct 212.407.4866 Main 212.407.4000 Fax 212.937.3943 [email protected] Via Edgar January 11, 2021 Erin Purnell U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Edify Acquisition Cop. Amendment No. 1 to Registration Statement on Form S-1 Filed January 6, 2021 File No. 333-251775 Dear Ms. Purnell: On behalf |
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| January 12, 2021 |
As Filed with the U.S. Securities and Exchange Commission on January 12, 2021 Registration No. 333-251775 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 2) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Edify Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-3274503 (State or other jurisdiction of i |
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| January 12, 2021 |
Form of Subscription Agreement amount Colbeck Edify Holdings, LLC and the Anchor Investors Exhibit 10.9 THIS SUBSCRIPTION AGREEMENT (THIS “AGREEMENT”) RELATES TO AN OFFERING OF LLC INTERESTS RELYING UPON ONE OR MORE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE FEDERAL SECURITIES LAWS. NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, |
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| January 6, 2021 |
exhibit 3.3 BY-LAWS OF Edify Acquisition Corp. ARTICLE I OFFICES SECTION 1. Principal Office. The registered office of the corporation shall be located in such place as may be provided from time to time in the Certificate of Incorporation. SECTION 2. Other Offices. The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors (th |
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| January 6, 2021 |
As filed with the U.S. Securities and Exchange Commission on January 6, 2021 Registration No. 333- 251775 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Edify Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-3274503 (State or other jurisdiction of i |
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| January 6, 2021 |
Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF EDIFY ACQUISITION CORP. I. PURPOSE OF THE COMMITTEE The purposes of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Edify Acquisition Corp. (the “Company”) shall be to oversee the Company’s compensation and employee benefit plans and practices, including its executive compensatio |
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| January 6, 2021 |
Exhibit 99.1 EDIFY ACQUISITION CORP. AUDIT COMMITTEE CHARTER 1. STATUS The Audit Committee (the “Committee”) is a committee of the Board of Directors (the “Board”) of Edify Acquisition Corp. (the “Company”). 2. PURPOSE The Committee is appointed by the Board for the primary purposes of: · Performing the Board’s oversight responsibilities as they relate to the Company’s accounting policies and inte |
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| January 6, 2021 |
Form of Registration Rights Agreement between the Registrant and certain security holders Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Edify Acquisition Corp., a Delaware corporation (the “Company”), Colbeck Edify Holdings, LLC, a Delaware limited liability company (the “Sponsor”) and each of the other undersigned (together with the Sponsor and any person or entity who here |
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| January 6, 2021 |
Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Edify Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Edify Acquisit |
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| January 6, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Edify Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, and also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged in an initial public off |
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| January 6, 2021 |
Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 28059Q 202 Edify Acquisition Corp. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE WARRANT THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, par value $0.0001 per share (“Common Stock”), of Edify Acquisition Corp., a Delaware corporation (th |
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| January 6, 2021 |
Form of Amended and Restated Certificate of Incorporation Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EDIFY ACQUISITION CORP. [●], 2021 Edify Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Edify Acquisition Corp.” The original certificate of incorporation of the Corporation was filed with the Secret |
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| January 6, 2021 |
Promissory Note, dated October 19, 2020, issued to Colbeck Capital Management, LLC Exhibit 10.2 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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| January 6, 2021 |
Exhibit 3.1 CERTIFICATE OF INCORPORATION OF EDIFY ACQUISITION CORP. THE UNDERSIGNED, in order to form a corporation for the purposes herein stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, hereby certifies as follows: FIRST: The name of the corporation is Edify Acquisition Corp. (hereinafter called the "Corporation"). SECOND: The registered offi |
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| January 6, 2021 |
Exhibit 14 CODE OF ETHICS OF EDIFY ACQUISITION CORP. 1. Introduction The Board of Directors (the “Board”) of Edify Acquisition Corp. has adopted this code of ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees to: ● promote honest and ethical conduct, including the ethical handling of actual or apparent c |
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| January 6, 2021 |
Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Edify Acquisition Company., a Delaware corporation (the “Company”), Colbeck Edify Holdings, LLC, a Delaware limited liability company (the “Sponsor”) and each of the other undersigned (together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement |
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| January 6, 2021 |
Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Edify Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Edify Acquisit |
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| January 6, 2021 |
Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW EDIFY ACQUISITION CORP. Incorporated Under the Laws of the State of Delaware CUSIP 28059Q 111 Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the regi |
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| January 6, 2021 |
Consent of Ronald H. Schlosser Exhibit 99.7 Consent to be Named as a Director Nominee In connection with the filing by Edify Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Edify Acquisit |
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| January 6, 2021 |
Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Edify Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Edify Acquisit |
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| January 6, 2021 |
Exhibit 10.8 SUBSCRIPTION AGREEMENT TO: The Directors of Edify Acquisition Corp. (the “Company”). The undersigned hereby subscribes for 5,750,000 shares of common stock (the “Shares”) of the Company. In consideration for the issue of the Shares, the undersigned hereby agrees and undertakes to pay $25,000 to the Company. We agree to take the Shares subject to the Certificate of Incorporation and By |
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| January 6, 2021 |
Exhibit 10.7 EDIFY ACQUISITION CORP. 888 7th Avenue, Floor 29 New York, NY 10106 [●], 2021 Colbeck Edify Holdings, LLC 888 7th Avenue, Floor 29 New York, NY 10106 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Edify Acquisition Corp., a Delaware corporation (the “Company”) and Colbeck Edify Holdings, LLC, a Delaware limited liability company (“Colbe |
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| January 6, 2021 |
Exhibit 10.5 PRIVATE PLACEMENT WARRANTS SUBSCRIPTION AGREEMENT THIS PRIVATE PLACEMENT WARRANTS SUBSCRIPTION AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Edify Acquisition Corp., a Delaware corporation (the “Company”) and Colbeck Edify Holdings, LLC, a Delaware limited liabili |
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| January 6, 2021 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021, by and between Edify Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No.333-251775 (the “ |
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| January 6, 2021 |
Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 28059Q 103 Edify Acquisition Corp. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF Edify Acquisition Corp. (THE “COMPANY”) transferable on the books of the Company in |
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| January 6, 2021 |
Consent of Rosamund Else-Mitchell Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Edify Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Edify Acquisit |
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| January 6, 2021 |
Form of Underwriting Agreement Exhibit 1.1 20,000,000 Units EDIFY ACQUISITION CORP. UNDERWRITING AGREEMENT [●], 2021 BMO Capital Markets Corp. 3 Times Square New York, New York 10036 B. Riley Securities, Inc. 299 Park Avenue New York, New York 10171 Ladies and Gentlemen: EDIFY acquisition cORP., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of |
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| January 6, 2021 |
Exhibit 10.1 [●], 2021 Edify Acquisition Corp. 888 7th Avenue, Floor 29 New York, NY 77029 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Edify Acquisition Corp., a Delaware corporation (the “Company”), BMO Capital Markets Corp., |
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| December 28, 2020 |
As Filed with the U.S. Securities and Exchange Commission on December 28, 2020 Registration No. 333-[·] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Edify Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-3274503 (State or other jurisdiction of incorporation or organi |
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| December 28, 2020 |
Giovanni Caruso Partner 345 Park Avenue New York, NY 10154 Direct 212.407.4866 Main 212.407.4000 Fax 212.937.3943 [email protected] Via Edgar December 22, 2020 Erin Purnell U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Edify Acquisition Cop. Draft Registration Statement on Form S-1 Submitted November 25, 2020 CIK No. 0001832765 Dear Ms. Purnell: On behalf of our |
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| November 25, 2020 |
Confidentially submitted to the U.S. Securities and Exchange Commission on November 25, 2020 This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333-[·] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE |
