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):
March 1, 2024 (March 1, 2024)
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.
Introductory Note
As previously announced,
on December 18, 2022, Edify Acquisition Corp., a Delaware corporation (“Buyer”),
entered into an Agreement and Plan of Merger (as amended, the “Merger
Agreement”) by and among 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”), pursuant to which, among other things and
subject to the terms and conditions contained therein, Merger Sub would merge with and into the Company, with the Company being the
surviving corporation of the Merger and a wholly-owned subsidiary of Buyer.
Item 1.02 Termination of a Material Definitive Agreement.
On March 1, 2024, Buyer,
Merger Sub and Company entered into a Mutual Termination Agreement (“Mutual Termination Agreement”), pursuant to which
the parties mutually agreed to terminate the Merger Agreement effective as of such date, after taking several factors into consideration.
As a result of the termination
of the Merger Agreement, the Merger Agreement is of no further force and effect, and certain transaction agreements entered into in connection
with the Merger Agreement will either be terminated or no longer be effective, as applicable, in accordance with their respective terms,
including, but not limited to: the Sponsor Support Agreement, dated as of December 16, 2022, by and among Edify Acquisition Corp., Colbeck
Edify Holdings, LLC, Unique Logistics International, Inc. and the other parties thereto; the Lock-Up Agreement, dated as of December 16,
2022, by and among Edify Acquisition Corp. and the other parties thereto; and the Company Voting and Support Agreement, dated as of December
16, 2022, by and among Edify Acquisition Corp., Unique Logistics International, Inc., Frangipani Trade Services, Inc. and Great Eagle
Freight Limited.
The foregoing descriptions
of the Merger Agreement and the Mutual Termination Agreement do not purport to be complete and are qualified in their entirety by the
terms and conditions of the Merger Agreement, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K with the U.S. Securities and Exchange Commission by Buyer on December 19, 2022, and the Mutual Termination Agreement, which is attached as Exhibit 2.1 to this Current
Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
The Exhibit Index is incorporated by reference
herein.
EXHIBIT INDEX
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: March 1, 2024 |
|
|
By: |
/s/ Morris Beyda |
|
|
Name: |
Morris Beyda |
|
|
Title: |
Chief Financial Officer |
2
Exhibit 2.1
EXECUTION VERSION
MUTUAL TERMINATION AGREEMENT
THIS MUTUAL TERMINATION AGREEMENT
(this “Termination Agreement”) is entered into as of March 1, 2024, 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.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 1.01
of the Merger Agreement (as defined below).
RECITALS
WHEREAS, Buyer, Merger
Sub and the Company entered into that certain Agreement and Plan of Merger, dated as of December 18, 2022, as amended by that First Amendment
to the Merger Agreement, dated as of July 19, 2023 and that certain Acknowledgement and Waiver Agreement, dated as of September 18, 2023
(as so amended, the “Merger Agreement”); and
WHEREAS, the Parties
desire to terminate the Merger Agreement in accordance with Section 11.01(a) thereof.
NOW THEREFORE, in consideration
of the mutual agreements contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties agree as follows:
TERMINATION
1. Termination
of Merger Agreement. Pursuant to Section 11.01(a) of the Merger Agreement, Buyer, Merger Sub and the Company hereby agree by mutual
consent to terminate the Merger Agreement effective as of the date hereof, except that Section 7.04 (No Claim Against the Trust Account)
and Section 9.05 (Confidentiality; Publicity) thereof shall survive such termination of the Merger Agreement.
2. Authority.
Each Party hereby represents and warrants to the other Parties that (a) such Party has full corporate power and authority to execute and
deliver this Termination Agreement, (b) the execution and delivery of this Termination Agreement, the termination of the Merger Agreement
and consummation of the other transactions contemplated hereby have been duly and validly approved by the board of directors of such Party,
(c) no other corporate proceedings on the part of such party are necessary to approve this Termination Agreement or the termination of
the Merger Agreement or to consummate the other transactions contemplated hereby and (d) this Termination Agreement has been duly and
validly executed and delivered by such Party and (assuming due authorization, execution and delivery by the other Parties) constitutes
a valid and binding obligation of such Party, enforceable against such Party in accordance with its terms (except in all cases as such
enforceability may be limited by the Enforceability Exceptions).
3. Waiver;
Release.
| a) | Notwithstanding anything to the contrary in the Merger Agreement, the Company hereby irrevocably and unconditionally
waives all claims or causes of action against Buyer, Merger Sub and their respective Affiliates and releases Buyer, Merger Sub and their
respective Affiliates from any and all obligations, liabilities, losses or issues of whatsoever kind of nature, in each case, whether
in contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing
of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise,
whether accrued or unaccrued, whether known or unknown, whether asserted or unasserted, whether suspected or unsuspected, whether disclosed
or undisclosed, that have been or could have been, could now be, or could in the future be based upon, in respect of, arise under, out
or by reason of, be connected with, or relate in any manner to the Merger Agreement or the other Transaction Agreements, or the negotiation,
execution, or performance or non-performance of the Merger Agreement or the other Transaction Agreements (including any representation
or warranty made in, in connection with, or as an inducement to, the Merger Agreement or the other Transaction Agreements). |
| b) | Notwithstanding anything to the contrary in the Merger Agreement, each of Buyer and Merger Sub hereby
irrevocably and unconditionally waive all claims or causes of action against the Company and its Affiliates and releases the Company and
its Affiliates from any and all obligations, liabilities, losses or issues of whatsoever kind of nature, in each case, whether in contract
or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate,
limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise, whether accrued
or unaccrued, whether known or unknown, whether asserted or unasserted, whether suspected or unsuspected, whether disclosed or undisclosed,
that have been or could have been, could now be, or could in the future be based upon, in respect of, arise under, out or by reason of,
be connected with, or relate in any manner to the Merger Agreement, or the other Transaction Agreements, or the negotiation, execution,
or performance or non-performance of the Merger Agreement or the other Transaction Agreements (including any representation or warranty
made in, in connection with, or as an inducement to, the Merger Agreement or the other Transaction Agreements). |
4. Headings.
The headings contained in this Termination Agreement are included for convenience of reference only and shall not affect in any way the
meaning or interpretation of this Termination Agreement.
5. Counterparts.
This Termination Agreement may be executed and delivered (including executed manually or electronically via DocuSign or other similar
services and delivered by facsimile or portable document format (pdf) transmission) in one or more counterparts, and by the different
Parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.
6. Amendment.
This Termination Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing executed in
the same manner as this Termination Agreement (and by each of the Parties to this Termination Agreement) and that makes reference to this
Termination Agreement.
7. Miscellaneous
Provisions. Sections 1.02 (Construction), 12.02 (Notices), 12.06 (Governing Law), 12.11 (Severability) and 12.12 (Jurisdiction;
Waiver of Trial by Jury) of the Merger Agreement are hereby incorporated by reference into this Termination Agreement, mutatis mutandis.
[Signature Pages Follow]
IN WITNESS WHEREOF,
Buyer, Merger Sub and the Company have caused this Termination Agreement to be executed as of the date first written above by their respective
officers thereunto duly authorized.
|
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
Mutual Termination
Agreement
|
UNIQUE LOGISTICS INTERNATIONAL, INC. |
|
|
|
By: |
/s/ Sunandan Ray |
|
Name: |
Sunandan Ray |
|
Title: |
Chief Executive Officer |
Signature
Page to
Mutual Termination
Agreement
Edify Acquisition (NASDAQ:EACPU)
Gráfica de Acción Histórica
De Ago 2024 a Sep 2024
Edify Acquisition (NASDAQ:EACPU)
Gráfica de Acción Histórica
De Sep 2023 a Sep 2024