SEC Comment Letter 0000000000-23-007139 to Edify Acquisition Corp. (CIK 0001832765)
Edify Acquisition Corp. (CIK 0001832765)
Date: July 5, 2023 · CIK: 0001832765 · Accession: 0000000000-23-007139
AI Filing Summary & Sentiment
File numbers found in text: 001-39899
Letter
United States securities and exchange commission logo July 5, 2023 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 June 16, 2023 File No. 001-39899 Dear Morris Beyda: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments 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 comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Preliminary Proxy Statement on Schedule 14A filed June 16, 2023 General 1.Please revise to clarify the reasons for the Founder Share Amendment Proposal, including why the Company believes that the amendment may aid the Company in retaining investors and meeting continued listing requirements, and why the Company believes that it may be more difficult to complete a business combination without the Founder Share Amendment. Similarly, please revise to clarify why significant requests for redemption in the event the Founder Share Amendment Proposal is not approved may prevent the Company from being able to extend the time available to consummate a business combination. We note your related disclosures on page 30, and your disclosure on page 14 that in connection with the Extension Amendment Proposal, public stockholders may elect to redeem all or a portion of their public shares regardless of whether they vote for or against the Extension Amendment Proposal. In addition, please identify any related conflicts of interest of the Sponsor with respect to the Founder Share Amendment Proposal.
FirstName LastNameMorris Beyda Comapany NameEdify Acquisition Corp. July 5, 2023 Page 2 FirstName LastName Morris Beyda Edify Acquisition Corp. July 5, 2023 Page 2 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 Liz Packebusch, Staff Attorney, at (202) 551-8749 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Giovanni Caruso
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United States securities and exchange commission logo
July 5, 2023
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 June 16, 2023
File No. 001-39899
Dear Morris Beyda:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments 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
comments apply to your facts and circumstances, please tell us why in your response. After
reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed June 16, 2023
General
1.Please revise to clarify the reasons for the Founder Share Amendment Proposal, including
why the Company believes that the amendment may aid the Company in retaining
investors and meeting continued listing requirements, and why the Company believes that
it may be more difficult to complete a business combination without the Founder Share
Amendment. Similarly, please revise to clarify why significant requests for redemption in
the event the Founder Share Amendment Proposal is not approved may prevent the
Company from being able to extend the time available to consummate a business
combination. We note your related disclosures on page 30, and your disclosure on page
14 that in connection with the Extension Amendment Proposal, public stockholders may
elect to redeem all or a portion of their public shares regardless of whether they vote for or
against the Extension Amendment Proposal. In addition, please identify any related
conflicts of interest of the Sponsor with respect to the Founder Share Amendment
Proposal.
FirstName LastNameMorris Beyda
Comapany NameEdify Acquisition Corp.
July 5, 2023 Page 2
FirstName LastName
Morris Beyda
Edify Acquisition Corp.
July 5, 2023
Page 2
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 Liz Packebusch, Staff Attorney, at (202) 551-8749 or Laura Nicholson,
Special Counsel, at (202) 551-3584 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Giovanni Caruso