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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
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:
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
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