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Edify Acquisition Corp. (EAC) terminates business combination agreement with Unique Logistics International, Inc., plans to dissolve and liquidate. Public shares to be redeemed at approximately $10.61 per share. Trust account proceeds to be disbursed to shareholders. NASDAQ to delist Company’s securities.
Negative
- The termination of the business combination agreement may lead to loss of potential growth opportunities for the Company and its shareholders.
- The dissolution and liquidation of the Company could result in financial losses for investors who were expecting a successful merger outcome.
The termination of a business combination agreement and subsequent dissolution of Edify Acquisition Corp. represents a significant event for shareholders and the market. The redemption of public shares at approximately $10.61 per share suggests a return of capital to shareholders, which is typically at or near the initial public offering (IPO) price for special purpose acquisition companies (SPACs). The liquidation of securities held in the trust account indicates that the SPAC was unable to fulfill its purpose of acquiring a business within the specified timeframe, a risk inherent to SPAC investments. Shareholders should consider the tax implications of the redemption and the timing of the cash distribution.
The formal process of delisting securities from NASDAQ and terminating registration under the Securities Exchange Act of 1934, as indicated by the expected filings of Form 25 and Form 15, respectively, is a clear move towards the completion of the corporate wind-down. This process involves regulatory compliance and legal finality, ensuring that the company’s obligations to its shareholders and the Securities and Exchange Commission (SEC) are met. It is important for investors to understand that following these filings, the company’s securities will no longer be publicly traded and the company will no longer be subject to the same reporting requirements as before.
The dissolution of a SPAC such as Edify Acquisition Corp. can have broader implications for the SPAC market and investor sentiment. The inability to complete a business combination may reflect on the quality of available targets or market conditions that are not conducive to successful mergers and acquisitions. This event might influence future SPAC launches and investor confidence in such vehicles, potentially leading to more stringent due diligence and a reevaluation of the SPAC structure’s viability in the current market environment.
NEW YORK, March 06, 2024 (GLOBE NEWSWIRE) — Edify Acquisition Corp. (NASDAQ: EAC) (the “Company”) announced that the Company and Unique Logistics International, Inc. (“UNQL”) have mutually agreed to terminate the previously announced business combination agreement between the Company and UNQL, and pursuant to its Amended and Restated Certificate of Incorporation, the Company intends to dissolve and liquidate promptly after March 12, 2024. The Company will redeem all of the outstanding public shares of common stock (the “Public Shares”) at an expected per-share redemption price of approximately $10.61.
As of the close of business on March 12, 2024, the Public Shares will be deemed cancelled and will represent only the right to receive the expected per-share redemption price.
In order to provide for the disbursement of funds from the trust account, the Company has instructed the trustee of the trust account to take all necessary actions to liquidate the securities held in the trust account. The proceeds of the trust account will be held in a non-interest bearing account while awaiting disbursement to the holders of the Public Shares. Record holders will receive their pro rata portion of the proceeds of the trust account by delivering their Public Shares to Continental Stock Transfer & Trust Company, the Company’s transfer agent. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the expected per-share redemption price.
The Company expects that NASDAQ will file a Form 25 with the SEC to delist the Company’s securities. The Company thereafter expects to file a Form 15 with the SEC to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the Company’s intention to redeem all of its outstanding Public Shares, the Company’s cash position or cash held in the Company’s trust account, the expected per-share redemption price, or the timing when the Company’s Public Shares will cease trading on NASDAQ. These statements are based on current expectations on the date of this press release and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.
Contacts
Morris Beyda
Chief Financial Officer
mbeyda@edifyacq.com
The expected per-share redemption price is approximately $10.61.
Shareholders will receive their pro rata portion of the trust account proceeds by delivering their Public Shares to Continental Stock Transfer & Trust Company.
Beneficial owners of Public Shares held in ‘street name’ will not need to take any action to receive the expected per-share redemption price.
The Company expects NASDAQ to file a Form 25 with the SEC to delist the Company’s securities, followed by filing a Form 15 to terminate the registration of its securities under the Securities Exchange Act of 1934.
NASDAQ:EAC
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About EAC
edify acquisition corporation was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. the company intends to focus its search for a target business in the education, education technology, workforce development, and human capital management industries.
