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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 File Number) |
|
(I.R.S. Employer
Identification No.) |
888 7th Avenue, Floor 29
New York, NY |
|
10106 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (212) 603-2800
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant
to Rule 425 under the Securities Act |
| ☐ | Soliciting material pursuant to
Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Units, each consisting of one share of Common Stock and one Warrant to acquire one-half of a share of Common Stock |
|
EACPU |
|
The Nasdaq Stock Market LLC |
Common Stock, par value $0.0001 |
|
EAC |
|
The Nasdaq Stock Market LLC |
Warrants |
|
EACPW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
Amendment to the Merger Agreement
As previously disclosed, on December 18, 2022,
Edify Acquisition Corp. (“EAC”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among
EAC, Edify Merger Sub, Inc., a Nevada corporation and direct, wholly owned subsidiary of EAC, and Unique Logistics International, Inc.,
a Nevada corporation (the “UNQL”).
On July 20, 2023, EAC entered into Amendment No.
1 to the Merger Agreement (the “Amendment”) with the other parties thereto. The Amendment extends the termination date under
the Merger Agreement from July 20, 2023 to January 20, 2024; provided, that, if any bona fide action for specific performance or other
equitable relief by UNQL with respect to the Merger Agreement, or any other agreement contemplated thereunder or otherwise with respect
to the transactions contemplated thereby, is commenced or pending on or before the Termination Date, then the Termination Date shall be
automatically extended without any further action by any party until the date that is 30 days following the date on which a final, non-appealable
governmental order has been entered with respect to such action and the Termination Date shall be deemed to be such later date for all
purposes under the Merger Agreement.
The summary above is qualified in its entirety
by reference to the complete text of the Amendment, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein. Unless
otherwise defined herein, the capitalized terms used above are defined in the Merger Agreement.
Amendment to the Investment Management Trust
Agreement
The information disclosed
in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01 to the extent required herein. As approved
by its stockholders at the Special Meeting (defined below), EAC and Continental Stock Transfer & Trust Company entered into an amendment,
dated July 20, 2023, to the Investment Management Trust Agreement, dated January 14, 2021, by and between Continental Stock Transfer &
Trust Company and EAC (the “IMTA Amendment”). A copy of the IMTA Amendment is attached to this Current Report on Form
8-K as Exhibit 10.1 and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
The information disclosed
in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03 to the extent required herein. As approved
by its stockholders at the Special Meeting, the Company filed a certificate of amendment to its amended and restated certificate of incorporation
(the “Charter Amendment”) which became effective upon filing. The Charter Amendment changed the date by which EAC must
consummate an initial business combination from July 20, 2023 to January 20, 2024. A copy of the Charter Amendment is attached to this
Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07. Submissions of Matters to a Vote
of Security Holders.
On July 20, 2023, EAC held
a special meeting in lieu of annual meeting of stockholders (the “Special Meeting”). On June 6, 2023, the record date
for the Special Meeting, there were 8,587,664 issued and outstanding shares of EAC’s common stock (the “Common Stock”)
entitled to vote at the Special Meeting, 94.30% of which were represented in person or by proxy.
The final results for each
of the matters submitted to a vote of EAC’s stockholders at the Special Meeting are as follows:
Extension Amendment Proposal – Proposal to amend
the Company’s Amended and Restated Certificate of Incorporation to allow the Company to extend the date by which the Company must
consummate a business combination (as defined below) (the “Extension”) from July 20, 2023 (the date that is 30 months from
the closing date of the Company’s initial public offering of units (the “IPO”)) to October 20, 2023 (the date that is
33 months from the closing date of the IPO) (the “Amended Date”) and on a monthly basis up to three times from the Amended
Date to January 20, 2024 (the “Extended Date”).
For |
|
Against |
|
Abstain |
7,565,342 |
|
532,865 |
|
0 |
Trust Amendment Proposal – Proposal to amend the
Investment Management Trust Agreement, dated January 14, 2021, by and between the Company and Continental Stock Transfer & Trust Company
(the “Trustee”), to allow the Company to extend the date on which the Trustee must liquidate the trust account established
by the Company in connection with the IPO (the “trust account”) if the Company has not completed its initial business combination,
from July 20, 2023 (the date that is 30 months from the closing date of the IPO) to October 20, 2023 (the date that is 33 months from
the closing date of the IPO) (the “Initial Extension”) and on a monthly basis up to three times from the Amended Date to January
20, 2024 (the date that is 36 months from the closing date of the IPO)by depositing (i) the lesser of (a) $225,000 and (b) $0.15 into
the trust account for each public share that has not been redeemed in accordance with the terms of the Company’s charter for the
Initial Extension and (ii) and the lesser of (a) $75,000 and (b) $0.05 into the trust account for each public share that has not been
redeemed in accordance with the terms of the Company’s charter for each subsequent one-month extension from the Amended Date to
the Extended Date.
For |
|
Against |
|
Abstain |
7,565,342 |
|
532,865 |
|
0 |
NTA Requirement Amendment Proposal – Proposal to
amend the Company’s charter to remove the net tangible asset requirement from the Company’s charter in order to expand the
methods that the Company may employ so as not to become subject to the “penny stock” rules of the United States Securities
and Exchange Commission.
For |
|
Against |
|
Abstain |
7,593,090 |
|
505,117 |
|
0 |
Founder Share Amendment Proposal – Proposal to
amend the Company’s charter to provide for the right of a holder of the Company’s Class B common stock, par value $0.0001
per share, to convert into shares of the Company’s Class A common stock, par value $0.0001 per share on a one-for-one basis at any
time, and from time to time, prior to the closing of a business combination at the election of the holder.
For |
|
Against |
|
Abstain |
7,593,090 |
|
505,117 |
|
0 |
Director Election Proposal –
Proposal to re-elect Ari Horowitz and Susan Wolford as Class II directors of the Company’s board of directors.
Nominee |
|
For |
|
Withheld |
|
Broker Non-Vote |
Ari Horowitz |
|
7,565,342 |
|
532,865 |
|
0 |
Susan Wolford |
|
7,565,342 |
|
532,865 |
|
0 |
Auditor Ratification Proposal –
Proposal to appoint WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ended
December 31, 2023.
For |
|
Against |
|
Abstain |
7,593,090 |
|
505,113 |
|
0 |
Each of the proposals described
above was approved by EAC’s stockholders. EAC’s stockholders elected to redeem an aggregate 697,235 shares of Common Stock
in connection with the Special Meeting.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits:
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 26, 2023
EDIFY ACQUISITION CORP. |
|
|
|
|
By: |
/s/ Morris Beyda |
|
Name: |
Morris Beyda |
|
Title: |
Chief Financial Officer |
|
4
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 corporation (the “Company”). Buyer, Merger Sub and the Company are collectively referred
to herein as the “Parties” and individually as a “Party.”
RECITALS
WHEREAS, the Parties entered
into that certain Agreement and Plan of Merger dated as of December 18, 2022 (the “Merger Agreement”);
WHEREAS, pursuant to Section
12.10 of the Merger Agreement, the Merger Agreement may be amended in whole or in part, by a duly authorized agreement in writing executed
in the same manner as the Merger Agreement and which makes reference to the Merger Agreement; and
WHEREAS, the Parties hereto
wish to amend the Merger Agreement as set forth in this Amendment.
NOW, THEREFORE, in consideration
of the premises, the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties hereby agree as follows:
1. Termination. Section
11.01(c) of the Merger Agreement is hereby deleted in its entirety and replaced with the following:
“by written
notice to the Company from Buyer if (i) there is any breach of any representation, warranty, covenant or agreement on the part of the
Company set forth in this Agreement, such that the conditions specified in Section 10.02(a) or Section 10.02(b) would not be satisfied
at the Closing (a “Terminating Company Breach”), except that, if such Terminating Company Breach is curable
by the Company through the exercise of its reasonable best efforts, then, for a period of up to 20 Business Days (or any shorter period
of the time that remains between the date Buyer provides written notice of such violation or breach and the Termination Date or the Extended
Termination Date, as applicable) after receipt by the Company of notice from Buyer of such breach, but only as long as the Company continues
to use its reasonable best efforts to cure such Terminating Company Breach (the “Company Cure Period”), such
termination shall not be effective, and such termination shall become effective only if the Terminating Company Breach is not cured within
the Company Cure Period, or (ii) the Closing has not occurred on or before January 20, 2024 (the “Termination Date”);
provided, that, if any bona fide Action for specific performance or other equitable relief by the Company with respect to this Agreement
or any other Transaction Agreement or otherwise with respect to the Transaction is commenced or pending on or before the Termination Date,
then the Termination Date shall be automatically extended without any further action by any Party until the date that is 30 days following
the date on which a final, non-appealable Governmental Order has been entered with respect to such Action and the Termination Date shall
be deemed to be such later date for all purposes of this Agreement (the “Extended Termination Date”); provided,
further, that the right to terminate this Agreement under subsection (i) or (ii) shall not be available if Buyer’s failure to fulfill
any obligation under this Agreement has been the primary cause of, or primarily resulted in, the failure of the Closing to occur on or
before such date;”
3. No Other Amendments;
Effect of Amendment. Except for the amendments expressly set forth in this Amendment, the Merger Agreement shall remain unchanged
and in full force and effect. This Amendment shall form a part of the Merger Agreement for all purposes, and the Parties shall be bound
hereby. From and after the execution of this Amendment by the Parties, any reference to the Merger Agreement shall be deemed a reference
to the Merger Agreement as amended hereby. This Amendment shall be deemed to be in full force and effect from and after the execution
of this Amendment by the Parties.
4. Governing Law; Jurisdiction;
Jury Trial Waiver. Section 12.06 and Section 12.12 of the Merger Agreement are incorporated by reference herein to apply with full
force to any disputes arising under this Amendment.
5. Further Assurance.
Each Party shall execute and deliver such documents and take such action, as may reasonably be considered within the scope of such Party’s
obligations hereunder, necessary to effectuate the transactions and matters contemplated by this Amendment.
6. Counterparts. This
Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument. Copies of executed counterparts of this Amendment transmitted by electronic transmission (including by email
or in .pdf format) or facsimile as well as electronically or digitally executed counterparts (such as DocuSign) shall have the same legal
effect as original signatures and shall be considered original executed counterparts of this Amendment.
[The remainder of this page intentionally left
blank; signature pages follow]
IN WITNESS WHEREOF, the Parties
have caused this Amendment to be duly executed as of the day and year first above written.
|
EDIFY ACQUISITION CORP. |
|
|
|
|
By: |
/s/ Morris Beyda |
|
Name: |
Morris Beyda |
|
Title: |
Chief Financial Officer |
|
|
|
|
EDIFY MERGER SUB, INC. |
|
|
|
|
By: |
/s/ Morris Beyda |
|
Name: |
Morris Beyda |
|
Title: |
President |
Signature Page to Amendment to Merger Agreement
IN WITNESS WHEREOF, the Parties
have caused this Amendment to be duly executed as of the day and year first above written.
|
UNIQUE LOGISTICS INTERNATIONAL, INC. |
|
|
|
|
By: |
/s/ Sunandan Ray |
|
Name: |
Sunandan Ray |
|
Title: |
Chief Executive Officer |
Signature Page to Amendment to Merger Agreement
4
Exhibit 3.1
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 not specifically defined in this Amendment, shall have the meanings ascribed to such
terms in that certain Investment Management Trust Agreement, dated January 14, 2021, as amended on December 22, 2022, by and between the
parties hereto (the “Trust Agreement”).
WHEREAS, $276,000,000 of the gross proceeds from the Offering and sale
of the Private Placement Warrants was deposited into the Trust Account;
WHEREAS, Section 1(i) of the Trust Agreement provides that the
Trustee is to liquidate the Trust Account and distribute the Property in the Trust Account only after and promptly after (x) receipt
of, and only in accordance with, the terms of a Termination Letter; or (y) the date which is 30 months after the closing of the Offering
if a Termination Letter has not been received by the Trustee prior to such date;
WHEREAS, Section 6(d) of the Trust Agreement provides that Section 1(i)
of the Trust Agreement may not be modified, amended or deleted without the affirmative vote of sixty-five percent (65%) of the then outstanding
shares of Common Stock and Class B common stock, par value $0.0001 per share, of the Company, voting together as a single class;
WHEREAS, the Company obtained the requisite vote of the stockholders
of the Company to approve this Amendment; and
WHEREAS, each of the Company and Trustee desire to amend the Trust
Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual agreements contained
herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally
bound hereby, the parties hereto agree as follows:
1. Amendment
to Section 1(i). Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:
| “(i) | Commence liquidation of the Trust Account only after
and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination
Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable,
signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President,
Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of
the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned
on the funds held in the Trust Account and not previously released to the Company to pay its taxes or to fund the Company’s working
capital requirements (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses in the case of
a Termination Letter in the form of Exhibit B hereto), only as directed in the Termination Letter and the other documents referred to
therein; or (y) July 20, 2023 (the “Deadline Date”) (provided that the Board, in its discretion, upon
written notice to the Trustee, may extend the Deadline Date by (i) three months on a single occasion (the “Initial Extension”)
and (ii) following the Initial Extension, one month each on up to three occasions (each, a “Subsequent Extensions”),
but in no event to a date later than January 20, 2024 (or, in each case, if the Office of the Delaware Division of Corporations shall
not be open for business (including filing of corporate documents) on such date, the next date upon which the Office of the Delaware
Division of Corporations shall be open)) if a Termination Letter has not been received by the Trustee prior to such date, in which case
the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B
and the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released
to the Company to pay its taxes or to fund the Company’s working capital requirements (less up to $100,000 of interest that may
be released to the Company to pay dissolution expenses) shall be distributed to the Public Stockholders of record as of such date;
provided, however, that the Company or Colbeck Edify Holdings, LLC (or their respective affiliates or permitted designees)
will deposit into the Trust Account (i) the lesser of (a) $225,000 and (b) $0.15 for each issued and outstanding share of the Company’s
Class A common stock, par value $0.0001 per share, issued in the Offering (the “Public Shares”) that has not
been redeemed for the Initial Extension and (ii) the lesser of (a) $75,000 and (b) $0.05 for each issued and outstanding Public Share
that has not been redeemed for each Subsequent Extension (each, a “Contribution”);; provided further,
however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto,
or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by the date specified in clause
(y) of this Section 1(i), the Trustee shall keep the Trust Account open until twelve (12) months following the date the
Property has been distributed to the Public Stockholders;” |
2. Amendment
to Definitions.
Capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to them in the Trust Agreement. The following defined term in the Trust Agreement shall be amended and restated
in their entirety:
“Trust Agreement” shall mean that certain
Investment Management Trust Agreement, dated January 14, 2021, by and between Edify Acquisition Corp. and Continental Stock Transfer &
Trust Company, as amended by Amendment No. 1 to the Investment Management Trust Agreement, dated December 22, 2022, and as further amended
by Amendment No. 2 to Investment Management Trust Agreement dated July 20, 2023.; and
3.1. | Successors. All
the covenants and provisions of this Amendment by or for the benefit of the Company or the
Trustee shall bind and inure to the benefit of their permitted respective successors and
assigns. |
3.2. | Severability. This Amendment shall be deemed severable,
and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment
or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto
intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision
as may be possible and be valid and enforceable. |
3.3. | Applicable Law. This Amendment shall be governed by and
construed and enforced in accordance with the laws of the State of New York. |
3.4. | Counterparts. This Amendment may be executed in several
original or facsimile counterparts, each of which shall constitute an original, and together shall constitute but one instrument. |
3.5. | Effect of Headings. The section headings herein are for
convenience only and are not part of this Amendment and shall not affect the interpretation thereof. |
3.6. | Entire Agreement. The Trust Agreement, as modified by
this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements,
promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements,
understandings, arrangements, promises and commitments are hereby canceled and terminated. |
[Signature Page to Follow]
IN WITNESS WHEREOF, the parties have duly executed this Amendment as
of the date first written above.
EDIFY ACQUISITION CORP. |
|
|
|
By: |
/s/ Morris Beyda |
|
|
Name: |
Morris Beyda |
|
|
Title: |
Chief Financial Officer |
|
CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as
Trustee |
|
|
|
By: |
/s/ Francis Wolf |
|
|
Name: |
Francis Wolf |
|
|
Title: |
Vice President |
|
[Signature Page to Amendment to Investment Management
Trust Agreement]
3
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Entity Central Index Key |
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