EACPU Edify Acquisition Corporation

 

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 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.

  

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), Edify Acquisition Corp. (“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 (as amended by Amendment No.2 thereto, 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 January 20, 2024 to July 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 January 19, 2024, EAC held a special meeting in lieu of annual meeting of stockholders (the “Special Meeting”). On December 26, 2023, the record date for the Special Meeting, there were 7,890,429 issued and outstanding shares of EAC’s common stock (the “Common Stock”) entitled to vote at the Special Meeting, 93.92% 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 (our “charter”) to allow the Company to extend the date by which the Company must consummate a business combination (as defined below) (the “Extension”) from January 20, 2024 (the date that is 36 months from the closing date of the Company’s initial public offering of units (the “IPO”)) on a monthly basis up to six times until July 20, 2024.

 

For		Against		Abstain
7,388,734		22,311		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 January 20, 2024 (the date that is 36 months from the closing date of the IPO) on a monthly basis up to six times until July 20, 2024 (the date that is 42 months from the closing date of the IPO) by depositing the lesser of (a) $49, 521.45 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 one-month extension to the Extended Date.

 

For		Against		Abstain
7,388,734		22,311		0

 

Director Election Proposal - Proposal to re-elect Jason Beckman and Jason Colodne as Class III directors of the Company’s board of directors.

 

Nominee		For		Withheld		Broker Non-Vote
Jason Beckman		7,388,734		22,178		133
Jason Colodne		7,388,734		22,178		133

 

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, 2024.

 

For		Against		Abstain
7,410,912		0		133

 

Each of the proposals described above was approved by EAC’s stockholders. EAC’s stockholders elected to redeem an aggregate 67,766 shares of Common Stock in connection with the Special Meeting.

  

Item 9.01. Financial Statements and Exhibits

 

(c) Exhibits:

 

Exhibit No.		Description
3.1		Certificate of Amendment, dated January 19, 2024, to Amended and Restated Certificate of Incorporation of EAC
10.1		Amendment to the Investment Management Trust Agreement, dated January 19, 2024, by and between EAC and Continental Stock Transfer & Trust Company.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

 

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: January 25, 2024

 

EDIFY ACQUISITION CORP.
By:	/s/ Morris Beyda
Name:	Morris Beyda
Title:	Chief Financial Officer

 

 

3

 

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 pursuant to the DGCL on September 30, 2020.

 

2.

The date of filing of the corporation’s original Certificate of Incorporation with the Secretary of State of the State of Delaware was September 30, 2020 and the date of filing the corporation’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware was January 14, 2021, as further amended on December 22, 2022 and on July 20, 2023 (the “Amended and Restated Certificate of Incorporation”).

 

3.

The Board of Directors of the corporation has duly adopted resolutions setting forth proposed amendments to the Amended and Restated Certificate of Incorporation, declaring said amendment to be advisable and in the best interests of the corporation and its stockholders and authorizing the appropriate officers of the corporation to solicit the consent of the stockholders therefor, which resolutions setting forth the proposed amendment are substantially as follows:

 

RESOLVED, that Section 9.1(c) of Article IX of the Amended and Restated Certificate of Incorporation is hereby amended and restated as follows:

 

“(c) In the event that the Corporation has not consummated an initial Business Combination within 36 months from the date of the closing of the Offering (the “Combination Period”), upon the Corporation’s or Sponsor’s request, the Corporation may extend the Combination Period by one month each time on up to six occasions (each, an “Extension”), but in no event to a date later than July 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); provided that the procedures relating to any such extension, as set forth in the Trust Agreement, shall have been complied with.”

 

4.

That thereafter, said amendment was duly adopted by the affirmative vote of the holders of 65% of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242 of the DGCL.

 

 

IN WITNESS WHEREOF, the corporation has caused this Certificate of Amendment to be signed this day of January 19, 2024.

 

/s/ Morris Beyda
Name:	Morris Beyda
Title:	Chief Financial Officer

 

 

 

 

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, 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 and on July 20, 2023, 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 36 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 the Company’s Class A common stock;

 

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) January 20, 2024 (the “Deadline Date”) (provided that the Board, in its discretion, upon written notice to the Trustee, may extend the Deadline Date by one month each time on up to six occasions (each, an “Extension”), but in no event to a date later than July 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 the lesser of (a) $49, 521.45 and (b) $0.05 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 each 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, as further amended by Amendment No. 2 to Investment Management Trust Agreement dated July 20, 2023, and as further amended by Amendment No. 3 to Investment Management Trust Agreement dated January 19, 2024; 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/ Fran Wolf
	Name: Fran Wolf
	Title: Vice President

 

 

3

v3.23.4

Cover	Jan. 19, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 19, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-39899
Entity Registrant Name	Edify Acquisition Corp.
Entity Central Index Key	0001832765
Entity Tax Identification Number	85-3274503
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	888 7th Avenue
Entity Address, Address Line Two	Floor 29
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10106
City Area Code	212
Local Phone Number	603-2800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one share of Common Stock and one Warrant to acquire one-half of a share of Common Stock
Title of 12(b) Security	Units, each consisting of one share of Common Stock and one Warrant to acquire one-half of a share of Common Stock
Trading Symbol	EACPU
Security Exchange Name	NASDAQ
Common Stock, par value $0.0001
Title of 12(b) Security	Common Stock, par value $0.0001
Trading Symbol	EAC
Security Exchange Name	NASDAQ
Warrants
Title of 12(b) Security	Warrants
Trading Symbol	EACPW
Security Exchange Name	NASDAQ

---