LJ-Bodhi
2年前
The EAC share count keeps dwindling. Before the latest redemptions, the OS was 1,687,664, as accurately reported by OTC Markets:
https://www.otcmarkets.com/stock/EAC/security
At the special meeting, a shareholder redeemed another 697,235 shares according to this Form 3 filed yesterday:
https://www.otcmarkets.com/filing/html?id=16837936&guid=FNN-kWiGKgpnJth
Then another 500k were redeemed according to this Form 4 filed yesterday:
https://www.otcmarkets.com/filing/html?id=16839038&guid=FNN-kWiGKgpnJth
That leaves only 490,429 shares of EAC remaining in the OS. That corresponds to around $5m left in the EAC trust after those redemptions were paid with trust cash. Since those shares were purchased for $10, and EAC currently trades at $10.77, the market cap is around $5m now. That's a significant drop from $280m when the UNQL merger was announced.
It will be interesting when Colbeck announces converting the 6.9m class B shares to Class A. We know they are not adding $69m to the trust, so it will be very interesting to see what happens to the share price once 6.9m shares are added to the OS with no additional money added to the trust. Since there is no industry analysis on this blank check SPAC, common investors will need to figure it out and not buy $10 stock valued at less than a dollar. Sadly, some will learn a hard lesson.
LJ-Bodhi
2年前
These warrants are likely to expire worthless. The latest EAC proxy just clarified they anticipate an upcoming share price of around 82 cents (that's for the common stock, not the price of the warrants). The math for that is 5,640,000 (amount of money Edify initially paid for the 5.64m warrants) divided by 6,900,000 (the new amount of Class A shares after all of the current shares are redeemed and paid out, plus the 6.9m Class B shares Edify will convert to Class A) equals 82 cents/share. The warrants are already dropping from 4 cents to 3 cents and only suckers are buying those from thankful holders of warrants looking to dump. The strike price for the warrants is $11.50/share which just isn't going to happen. It's all in the proxy.
Here is the direct language from the filing:
"If the Founder Share Amendment Proposal is not approved and the Company does not consummate an initial business combination within the Combination Period, in accordance with our charter, the 5,640,000 private placement warrants purchased by the Sponsor for an aggregate investment of $5,640,000, or $1.00 per warrant, will be worthless, as they will expire. The private placement warrants had an aggregate market value (assuming they have the same value per warrant as the public warrants) of $233,496 based on the last sale price for the public warrants of $0.0414 on the NASDAQ on July 7, 2023 (the record date);
• Even if the trading price of the Class A common stock were as low as $0.82 per share, the aggregate market value of the Sponsor’s founder shares alone (without taking into account the value of the private placement warrants) would be approximately equal to the initial investment in the Company by the Sponsor. [This is me inserting the math again. The initial investment was $5.64m. The converted 6.9m founders shares valued at 0.82/share will equal $5.64m.] As a result, if an initial business combination is completed, the initial stockholders [they are referring solely to Edify here. All of the other "initial stockholders" will have redeemed. Of the original 280m shares, only 1.7m are left, and those will likely all be redeemed on Thursday, July 20.] are likely to be able to make a substantial profit on their investment [remember, as clearly stated in this proxy and elsewhere, Edify only paid $25,000 for those 6.9m Class B Founders Shares. Yes, Edify will hold 6.9m Class A shares which, at 0.82/share will be worth a substantial profit of $5.64m.....to Edify!!] in us even at a time when the Class A common stock has lost significant value. On the other hand, if the Founder Share Amendment Proposal is not approved and the Company liquidates without completing its initial business combination before January 20, 2023, the initial stockholders [Edify] will lose their entire investment in us [because the $5.64m real dollars Edify paid the company for the 5.64m warrants will never be recouped by Edify because those 5.64m warrants will expire worthless]."
That is EXACTLY what the proxy states in muddled, legalese, hide the ball language. Hope this helps anyone "investing" in the warrants at any price or worse, EAC regular stock at $10+
RT7
2年前
You are cordially invited to attend the special meeting in lieu of annual meeting (the “special meeting”) of stockholders of Edify Acquisition Corp. (the “Company,” “we,” “us” or “our”), to be held at 2:00 p.m. Eastern Time, on July 20, 2023. The special meeting will be held virtually, at https://www.cstproxy.com/edifyacq/sm2023. Stockholders will not be able to attend the special meeting in-person. At the special meeting, the stockholders will consider and vote upon the following proposals:
1. To amend (the “Extension Amendment”) the Company’s Amended and Restated Certificate of Incorporation (our “charter”) to allow the Company to extend the date by which the Company must consummate a business combination (as defined below) (the “Extension”) from July 20, 2023 (the date that is 30 months from the closing date of the Company’s initial public offering of units (the “IPO”)) to October 20, 2023 (the date that is 33 months from the closing date of the IPO) (the “Amended Date”) and on a monthly basis up to three times from the Amended Date to January 20, 2024 (the “Extended Date”) (the “Extension Amendment Proposal”);
2.To amend (the “Trust Amendment”) the Investment Management Trust Agreement, dated January 14, 2021 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), to allow the Company to extend the date on which the Trustee must liquidate the trust account established by the Company in connection with the IPO (the “trust account”) if the Company has not completed its initial business combination, from July 20, 2023 (the date that is 30 months from the closing date of the IPO) to October 20, 2023 (the date that is 33 months from the closing date of the IPO) (the “Initial Extension”) and on a monthly basis up to three times from the Amended Date to January 20, 2024 (the date that is 36 months from the closing date of the IPO)by depositing (i) the lesser of (a) $225,000 and (b) $0.15 into the trust account for each public share that has not been redeemed in accordance with the terms of the Company’s charter for the Initial Extension and (ii) and the lesser of (a) $75,000 and (b) $0.05 into the trust account for each public share that has not been redeemed in accordance with the terms of the Company’s charter for each subsequent one-month extension from the Amended Date to the Extended Date (the “Trust Amendment”). This proposal is referred to as the “Trust Amendment Proposal”;
3. To amend the Company’s charter to remove the net tangible asset requirement from the Company’s charter in order to expand the methods that the Company may employ so as not to become subject to the “penny stock” rules of the United States Securities and Exchange Commission (“NTA Requirement Amendment”). This proposal is referred to as the “NTA Requirement Amendment Proposal”;
4. To amend the Company’s charter to provide for the right of a holder of the Company’s Class B common stock, par value $0.0001 per share (the “Class B common stock” or the “founder shares”), to convert into shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A common stock” or “public shares”) on a one-for-one basis at any time, and from time to time, prior to the closing of a business combination at the election of the holder (the “Founder Share Amendment”).
5. To re-elect Ari Horowitz and Susan Wolford as Class II directors of the Company’s board of directors (the “Board”) (the “Director Election Proposal”).
6. To ratify the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2023 (the “Auditor Ratification Proposal”).
7. A proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Extension Amendment Proposal, the Trust Amendment Proposal, or the NTA Requirement Amendment Proposal, the Founder Share Amendment Proposal or if we determine that additional time is necessary to effectuate the Extension. This proposal is referred to as the “Adjournment Proposal”. The Adjournment
https://quantisnow.com/insight/4737492
powerbattles
2年前
This merge is too big taken longer than we expected but soon they will close the merge.
If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the Company will have the right to extend the Combination Period for an initial three month period from July 20, 2023 to October 20, 2023, followed by three additional one (1) month Extensions up to the Extended Date, provided that each Extension Payment is deposited into the Trust Account on or prior to the date of each applicable deadline.
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