secwatch / observer
8-K filed July 26, 2023, 7:59 PM ET CIK 0001832765
M&A confidence high sentiment neutral materiality 0.80

Edify Acquisition Corp. Extends Merger Deadline with Unique Logistics to January 20, 2024 after Stockholder Approval

Edify Acquisition Corp.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Edify Acquisition Corp.: Extended deadline to consummate initial business combination from July 20, 2023 to January 20, 2024 (effective 2023-07-20).

Change
charter amendment
Effective
2023-07-20
Exact text from the filing
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.
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Edify Acquisition Corp. amended Amendment No. 1 to the Merger Agreement with Unique Logistics International, Inc. valued at Extension of termination date from July 20, 2023 to January 20, 2024 (effective 2023-07-20).

Action
amendment
Agreement
merger
Counterparty
Unique Logistics International, Inc.
Value
Extension of termination date from July 20, 2023 to January 20, 2024
Effective
2023-07-20
Exact text from the filing
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
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Edify Acquisition Corp. shareholders approved Proposal to amend the Company’s charter to remove the net tangible asset requirement at the 2023-07-20 meeting.

Proposal
charter amendment
Outcome
passed
Meeting
2023-07-20
Exact text from the filing
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.
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Edify Acquisition Corp. shareholders approved 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 from July 20, 2023 to October 20, 2023 and on a monthly basis up to three times from the Amended Date to January 20, 2 at the 2023-07-20 meeting.

Proposal
charter amendment
Outcome
passed
Meeting
2023-07-20
Exact text from the filing
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”).
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Edify Acquisition Corp. shareholders approved Proposal to re-elect Ari Horowitz and Susan Wolford as Class II directors at the 2023-07-20 meeting.

Proposal
director election
Outcome
passed
Meeting
2023-07-20
Exact text from the filing
Director Election Proposal – Proposal to re-elect Ari Horowitz and Susan Wolford as Class II directors of the Company’s board of directors.
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Edify Acquisition Corp. shareholders approved Proposal to amend the Investment Management Trust Agreement to allow the Company to extend the date on which the Trustee must liquidate the trust account at the 2023-07-20 meeting.

Outcome
passed
Meeting
2023-07-20
Exact text from the filing
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)
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Edify Acquisition Corp. shareholders approved Proposal to amend the Company’s charter to provide for the right of a holder of Class B common stock to convert into Class A common stock on a one-for-one basis at any time prior to the closing of a business combination at the 2023-07-20 meeting.

Proposal
charter amendment
Outcome
passed
Meeting
2023-07-20
Exact text from the filing
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.
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Edify Acquisition Corp. shareholders approved Proposal to appoint WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2023 at the 2023-07-20 meeting.

Proposal
auditor ratification
Outcome
passed
Meeting
2023-07-20
Exact text from the filing
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.
View on SEC.gov

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Source: SEC EDGAR
accession 0001213900-23-060025
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