SEC Comment Letter 0000000000-23-014223 to Edify Acquisition Corp. (CIK 0001832765)
Edify Acquisition Corp. (CIK 0001832765)
Date: Dec. 29, 2023 · CIK: 0001832765 · Accession: 0000000000-23-014223
AI Filing Summary & Sentiment
File numbers found in text: 001-39899
Letter
United States securities and exchange commission logo December 29, 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 December 21, 2023 File No. 001-39899 Dear Morris Beyda: We have reviewed your filing and have the following comment. Please respond to this letter 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 a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Preliminary Proxy Statement on Schedule 14A filed December 21, 2023 General 1.We note that you are seeking to extend your termination date to July 20, 2024, a date which is 42 months from your initial public offering. We also note that you are listed on The Nasdaq Capital Market and that Nasdaq IM-5101-2 requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. Please revise to explain that the proposal to extend your termination deadline to July 20, 2024 does not comply with this rule, or advise, and to disclose the risks of your non-compliance with this rule, including that your securities may be subject to suspension and delisting from The Nasdaq Capital Market.
FirstName LastNameMorris Beyda Comapany NameEdify Acquisition Corp. December 29, 2023 Page 2 FirstName LastName Morris Beyda Edify Acquisition Corp. December 29, 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
December 29, 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 December 21, 2023
File No. 001-39899
Dear Morris Beyda:
We have reviewed your filing and have the following comment.
Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed December 21, 2023
General
1.We note that you are seeking to extend your termination date to July 20, 2024, a date
which is 42 months from your initial public offering. We also note that you are listed on
The Nasdaq Capital Market and that Nasdaq IM-5101-2 requires that a special purpose
acquisition company complete one or more business combinations within 36 months of
the effectiveness of its IPO registration statement. Please revise to explain that the
proposal to extend your termination deadline to July 20, 2024 does not comply with this
rule, or advise, and to disclose the risks of your non-compliance with this rule, including
that your securities may be subject to suspension and delisting from The Nasdaq Capital
Market.
FirstName LastNameMorris Beyda
Comapany NameEdify Acquisition Corp.
December 29, 2023 Page 2
FirstName LastName
Morris Beyda
Edify Acquisition Corp.
December 29, 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