SEC Comment Letter 0000000000-22-012457 to Edify Acquisition Corp. (CIK 0001832765)
Edify Acquisition Corp. (CIK 0001832765)
Date: Nov. 17, 2022 · CIK: 0001832765 · Accession: 0000000000-22-012457
AI Filing Summary & Sentiment
File numbers found in text: 001-39899
Letter
United States securities and exchange commission logo November 17, 2022 Morris Beyda Chief Financial Officer Edify Acquisition Corp. 888 7th Avenue, Floor 29 New York, NY 10106 Re:Edify Acquisition Corp. Preliminary Proxy Statement on Schedule 14A Filed November 14, 2022 File No. 001-39899 Dear Morris Beyda: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Preliminary Proxy Statement on Schedule 14A General 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose
FirstName LastNameMorris Beyda Comapany NameEdify Acquisition Corp. November 17, 2022 Page 2 FirstName LastName Morris Beyda Edify Acquisition Corp. November 17, 2022 Page 2 the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Ruairi Regan at 202-551-3269 or Jeffrey Gabor at 202-551-2544 if you have any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Giovanni Caruso, Esq.
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United States securities and exchange commission logo
November 17, 2022
Morris Beyda
Chief Financial Officer
Edify Acquisition Corp.
888 7th Avenue, Floor 29
New York, NY 10106
Re:Edify Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed November 14, 2022
File No. 001-39899
Dear Morris Beyda:
We have reviewed your filing and have the following comment. In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate. Disclose
FirstName LastNameMorris Beyda
Comapany NameEdify Acquisition Corp.
November 17, 2022 Page 2
FirstName LastName
Morris Beyda
Edify Acquisition Corp.
November 17, 2022
Page 2
the consequences of liquidation to investors, such as the losses of the investment
opportunity in a target company, any price appreciation in the combined company, and the
warrants, which would expire worthless.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Ruairi Regan at 202-551-3269 or Jeffrey Gabor at 202-551-2544 if you
have any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Giovanni Caruso, Esq.