Correspondence 0001104659-22-120441 from Edify Acquisition Corp. (CIK 0001832765)
Edify Acquisition Corp. (CIK 0001832765)
Date: Nov. 18, 2022 · CIK: 0001832765 · Accession: 0001104659-22-120441
AI Filing Summary & Sentiment
File numbers found in text: 001-39899
Letter
345 Park Avenue
New York, NY 10154-1895
Direct
Main
Fax 212.407.4000
212.407.4000
212.407.4990
Via Edgar
November 18, 2022
Division of Corporation Finance
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Attention: Ruairi Regan
Jeffrey Gabor
Re: Edify Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed November 14, 2022
File No. 001-39899
Ladies and Gentleman:
On behalf of Edify Acquisition Corp. (the “Company”), we are hereby responding to the letter, dated November 17, 2022 (the “Comment Letter”), from the staff (the “Staff”) of the U.S. Securities and Exchange Commission, regarding the Company’s Preliminary Proxy Statement on Schedule 14A, File No. 001-39899 (the “Proxy Statement”). Concurrently with the submission of this letter, the Company is submitting its amendment to the Proxy Statement (“Amended Proxy Statement”) via EDGAR to the Commission for review in accordance with the procedures of the Commission.
The Company has responded to the Staff’s comment by revising the Proxy Statement to address the comment. The Staff’s comment is repeated below in bold and followed by the Company’s response. We have included the page reference to the Amended Proxy Statement where the language addressing the Staff’s comment appears. Terms used but not otherwise defined herein have the meanings set forth in the Amended Proxy Statement.
Preliminary Proxy Statement on Schedule 14A, filed November 14, 2022
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 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.
Response: In response to the Staff’s comment, the Company has revised the disclosure on page 23 of the Amended Proxy Statement.
_________________________________________________________
Please do not hesitate to contact Giovanni Caruso, Esq. at (212) 407-4866 of Loeb & Loeb LLP with any questions or comments regarding this letter.
Sincerely,
/s/ Loeb & Loeb LLP
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345 Park Avenue
New York, NY 10154-1895
Direct
Main
Fax
212.407.4000
212.407.4000
212.407.4990
Via Edgar
November 18, 2022
Division of Corporation Finance
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Attention:
Ruairi Regan
Jeffrey Gabor
Re:
Edify Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed November 14, 2022
File No. 001-39899
Ladies and Gentleman:
On behalf of Edify Acquisition Corp. (the “Company”),
we are hereby responding to the letter, dated November 17, 2022 (the “Comment Letter”), from the staff (the
“Staff”) of the U.S. Securities and Exchange Commission, regarding the Company’s Preliminary Proxy Statement
on Schedule 14A, File No. 001-39899 (the “Proxy Statement”). Concurrently with the submission of this letter,
the Company is submitting its amendment to the Proxy Statement (“Amended Proxy Statement”) via EDGAR to the
Commission for review in accordance with the procedures of the Commission.
The Company has responded to the Staff’s
comment by revising the Proxy Statement to address the comment. The Staff’s comment is repeated below in bold and followed by the
Company’s response. We have included the page reference to the Amended Proxy Statement where the language addressing the Staff’s
comment appears. Terms used but not otherwise defined herein have the meanings set forth in the Amended Proxy Statement.
Preliminary Proxy Statement on Schedule
14A, filed November 14, 2022
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 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.
Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 23 of the Amended Proxy Statement.
_________________________________________________________
Please
do not hesitate to contact Giovanni Caruso, Esq. at (212) 407-4866 of Loeb & Loeb LLP with any questions or comments regarding this
letter.
Sincerely,
/s/ Loeb & Loeb LLP
Loeb & Loeb LLP
cc:
Morris Beyda
Edify Acquisition Corp.