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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
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) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
888 7th Avenue, Floor 29
New York, NY 10106
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (212) 603-2800
Not Applicable
(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 (see General
Instruction A.2. below):
| ☒ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Title of each class |
|
Trading Symbol |
|
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 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 8.01 Other Events.
On October 20, 2023, Edify
Acquisition Corp. (“Edify”) elected to extend the date by which it has to consummate an initial business combination
by one additional month from October 20, 2023 to November 20, 2023 (the “Extension”), as permitted under the Company’s
second amended and restated certificate of incorporation. The Extension provides the Company with additional time to complete its previously
announced initial business combination with Unique Logistics International, Inc. (“Unique Logistics”). In connection
with the Extension, the Company has deposited $49,521.45 into the Company’s trust account for its public stockholders which enables
the Company to effectuate the Extension.
Additional Information about the Proposed Merger and Where to Find
It
This communication relates
to a proposed transaction between Edify and Unique Logistics (the “Merger”). In connection with the transaction described
herein, Edify filed with the SEC a registration statement on Form S-4 that includes a prospectus with respect to its securities to be
issued in connection with the Merger, a preliminary proxy statement with respect to the special meeting of Edify’s stockholders
to vote in favor of certain matters, including the adoption of the merger agreement (the “Merger Agreement”), approval
of the transactions contemplated by the Merger Agreement, amendment and restatement of Edify’s existing certificate of incorporation
and certain other matters, and a preliminary consent solicitation statement with respect to Unique Logistics’s solicitation of its
stockholders of their written consent to approve the plan of merger set forth in the Merger Agreement. After the registration statement
on Form S-4 has been declared effective, the definitive proxy statement/consent solicitation statement/prospectus will be mailed to Edify
shareholders and Unique Logistics stockholders as of the record dates set by Edify and Unique Logistics, respectively. In addition, Edify
and Unique Logistics may file other relevant documents concerning the Merger with the U.S. Securities and Exchange Commission (the “SEC”).
Investors and stockholders of Edify and Unique Logistics and other interested persons are urged to read, the registration statement on
Form S-4, the preliminary proxy statement/consent solicitation statement/prospectus and any amendments thereto and, once available, the
definitive proxy statement/consent solicitation statement/prospectus, as well as other relevant documents filed with the SEC in connection
with the proposed Merger because these documents contain important information about Edify, Unique Logistics, and the Merger. Stockholders
will also be able to obtain a copy of the registration statement on Form S-4, including the preliminary and definitive, once available,
proxy statement/consent solicitation statement/prospectus, and other documents filed with the SEC without charge, at the SEC’s website
(www.sec.gov) or be able to obtain free copies of such documents related to the Merger that Unique Logistics files with the SEC, when
they become available, by directing a request by telephone or mail to: Unique Logistics International, Inc., Attn: Eli Kay, Chief Financial
Officer. Security holders of Edify may also obtain free copies of such documents related to the Merger that Edify files with the SEC,
when they become available, by directing a request to: Edify Acquisition Corp., Attn: Morris Beyda, Chief Financial Officer.
Participants in the Solicitation
Edify, Unique Logistics, and
their directors and executive officers may be deemed to be participants in the solicitation of proxies from Edify shareholders and written
consents from Unique Logistics’s stockholders with respect to the Merger.
Information about Edify’s
directors and executive officers and a description of their interests in Edify and with respect to the Merger and any other matters to
be acted upon at the Special Meeting will be included in the proxy statement/consent solicitation statement/prospectus for the proposed
Merger and be available at the SEC’s website (www.sec.gov).
Information about Unique Logistics’s
directors and executive officers is set forth in Unique Logistics’s Annual Report on Form 10-K for the year ended May 31, 2023,
as filed with the SEC on September 15, 2023, and information regarding their interests in Edify and with respect to the Merger will be
included in the proxy statement/consent solicitation statement/prospectus in connection with the proposed Merger.
No Offer or Solicitation
This communication is not
a proxy statement or consent solicitation statement or solicitation of a proxy, consent, or authorization with respect to any securities
or in respect of the proposed transaction and does not constitute an offer to sell or the solicitation of an offer to buy any securities
of Edify, Unique Logistics, or any successor entity thereof nor shall there be any offer, solicitation, exchange, or sale of any such
securities in any state or jurisdiction in which such offer, solicitation, exchange, or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus
meeting the requirements of the Securities Act. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY
OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE
INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Forward-Looking Statements
This communication contains
includes a number of forward-looking statements that reflect management’s current views with respect to future events. Forward-looking
statements include all statements that are not historical facts, including statements regarding the impact of the proposed merger on,
and anticipated future growth (including through the completion of pending acquisitions) and other goals of, Edify or Unique Logistics;
in some cases you can also identify forward-looking statements by terminology such as “may,” “should,” “expects,”
“plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,”
or “continue” or the negative of these terms or other comparable terminology. All forward-looking statements are based on
Edify’s or Unique Logistics’s current expectations and beliefs concerning future developments and their potential effects
on Edify, Unique Logistics, or any successor entity thereof. Any such forward-looking statements are based on various assumptions, whether
or not identified in this communication, are not guarantees of future performance, and involve a number of risks, uncertainties, or other
factors that may cause actual results or performance to be materially different from those expressed or implied by the forward-looking
statements included in this communication. These risks and uncertainties include, but are not limited to, those discussed and identified
in public filings made by Edify and Unique Logistics with the SEC; the amount of any redemptions by existing holders of shares of Edify’s
Class A common stock, par value $0.0001 per share, being greater than expected, which may reduce the cash in trust available to Unique
Logistics upon the consummation of the Merger; the occurrence of any event, change, or other circumstances that could give rise to the
termination of the Merger Agreement; the outcome of any legal proceedings that may be instituted against Edify or Unique Logistics following
announcement of the Merger Agreement and the transactions contemplated therein; the inability to complete the proposed Merger due to,
among other things, the failure to obtain Unique Logistics stockholder approval or Edify shareholder approval or satisfy the minimum trust
account amount following any redemptions by Edify’s public shareholders; the effect of the announcement or pendency of the merger
on Unique Logistics’s business relationships, operating results, and business generally; the risk that the announcement and consummation
of the proposed Merger disrupts Unique Logistics’s current plans or operations; unexpected costs related to the proposed Merger;
the risks that the consummation of the proposed Merger is substantially delayed or does not occur, including prior to the date on which
Edify is required to liquidate under the terms of its charter documents; the risk that Unique Logistics may need to raise additional capital
to execute its growth plans, which many not be available on acceptable terms or at all; and the risk that the post-Merger company experiences
difficulties in managing its growth and expanding operations. The foregoing list of factors is not exhaustive. You should carefully consider
the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the registration statement
on Form S-4 and proxy statement/consent solicitation statement/prospectus discussed above and other documents filed or to be filed by
Edify, Unique Logistics, and/or or any successor entity thereof from time to time with the SEC. These filings identify and address other
important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking
statements. Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of
Unique Logistics prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.
All subsequent written
and oral forward-looking statements concerning the proposed Merger or other matters addressed in this communication and attributable to
Unique Logistics or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or
referred to in this communication. Forward-looking statements speak only as of the date they are made. Except to the extent required by
applicable law or regulation, Unique Logistics undertakes no obligation to update these forward-looking statements to reflect new information
or events or circumstances occurring after the date of this communication.
SIGNATURE
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.
|
Edify Acquisition Corp. |
|
|
Dated: October 23, 2023 |
By: |
/s/ Morris Beyda |
|
|
Name: |
Morris Beyda |
|
|
Title: |
Chief Financial Officer |
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