Edify Acquisition Corp. *
The below-announced combination was terminated on 3/1/24. It will remain on the page for reference purposes only.
PROPOSED BUSINESS COMBINATION: Unique Logistics International, Inc.
ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: tbd
Edify Acquisition Corp. proposes to combine with Unique Logistics International, Inc., a global logistics and freight forwarding company.
- Through its wholly-owned operating subsidiaries, is a global logistics and freight forwarding company providing a range of international logistics services that enable its customers to outsource to the Company sections of their supply chain process.
- The services provided are seamlessly managed by its network of trained employees and integrated information systems.
- We enable our customers to share data regarding their international vendors and purchase orders with us, execute the flow of goods and information under their operating instructions, provide visibility to the flow of goods from factory to distribution center or store and when required, update their inventory records.
LIQUIDATION – 3/6/24 – LINK
- The Company anticipates that the last day of trading in the Class A ordinary shares will be March 12, 2024.
- The per-share redemption price will be approximately $10.61
EXTENSION – 1/25/24 – LINK
- The SPAC approved the extension from January 20, 2024 to July 20, 2024.
- 67,766 shares were redeemed.
- $0.05/share per month will be deposited into the trust account.
SUBSEQUENT EVENT – 9/20/23 – LINK
- The SPAC amended parts of the Business Combination Agreement as follows:
- To extend the Outside Date to the later of (i) February 20, 2024 and (ii) a date reasonably determined by Edify, but no later than May 15, 2024.
- The Sponsor agreed to forfeit 1,713,139 of its founder shares contingent upon the closing of the transactions contemplated by the Merger Agreement, which may be reduced by up to 150,000 shares of Class A common stock of the Company, subject to the formula described in the Agreement.
EXTENSION – 7/26/23 – LINK
- The SPAC approved the extension from July 20, 2023 to January 20, 2024.
- 697,235 shares were redeemed.
- $0.15/share for the first 3-months will be deposited into the trust account; $0.05/share per month (x3) thereafter.
EXTENSION – 12/23/22 – LINK
- As approved by its stockholders at the Special Meeting, the Company filed a certificate of amendment to its amended and restated certificate of incorporation which became effective upon filing.
- The Charter Amendment changed the date by which EAC must consummate an initial business combination from January 20, 2023 to April 20, 2023.
- EAC’s stockholders elected to redeem an aggregate 25,912,336 shares of Common Stock in connection with the Special Meeting.
TRANSACTION
- Unique will merge with a subsidiary of Edify, and thereby become a wholly-owned subsidiary of Edify.
- Upon completion of the merger, class A common stock of the combined company will be listed on the Nasdaq Capital Market.
PIPE
- There is no PIPE for this Transaction.
FINANCING FACILITY
- In conjunction with entering into the Merger Agreement, the Company entered into a commitment letter relating to the provision to the Company of a senior secured financing facility in the maximum aggregate principal amount of $35,000,000, which the Company intends to use to fund its previously announced pending acquisitions of eight subsidiaries and affiliates of Unique Logistics Holdings Limited, a Hong Kong corporation, pursuant to previously executed stock purchase agreements.
LOCK-UP
Sponsor & Company:
- Concurrently with the execution of the Merger Agreement, Buyer and certain existing stockholders of the Company who, in each case, will receive Buyer Class A Common Stock in connection with the Transactions, entered into a lock-up agreement to be effective upon the Closing, pursuant to which each of them agreed not to, without Buyer’s prior written consent, sell any shares of Buyer Class A Common Stock until the date that is 12 months after the Closing Date, except that:
- (i) if the Closing Share Price is equal to or exceeds $12.00 for any 20 trading days within any period of 30 consecutive trading days beginning at least 150 days after the Closing Date, the lock-up will automatically terminate,
- (ii) certain stockholders will be permitted to sell up to 1.5% or 6.0% of their Covered Shares following the resale registration statement to be filed by the Buyer with respect to the Covered Shares being declared effective by the SEC, and
- (iii) certain stockholders will be permitted to Transfer, beginning on the date that is six months after the Closing Date, up to 50% of such stockholder’s other Covered Shares owned by it or its affiliates on such date.
NOTABLE CONDITIONS TO CLOSING
- The consummation of the Transactions is subject to customary closing conditions including Buyer having at least $5,000,001 of net tangible assets as of the closing of the Transactions
NOTABLE CONDITIONS TO TERMINATION
- The Merger Agreement may be terminated at any time, but not later than the closing of the Transactions by either Buyer or the Company if the Closing has not occurred on or before July 20, 2023.
- On 9/20/23, the SPAC amended the Outside Date to February 20, 2024.
- Or by written notice from either the Company or Buyer to the other if any governmental entity shall have issued any order or taken any other action permanently enjoining, restraining or otherwise prohibiting the consummation of the Transactions, and such Governmental Order or other action shall have become final and non-appeaable
ADVISORS
- None listed.
MANAGEMENT & BOARD
Executive Officers
Ari Horowitz [Appointed April 26, 2021]
Chief Executive Officer
Mr. Horowiz is currently the Chief Executive Officer of Yardline Capital – a leading provider of non-dilutive growth capital solutions for business operating within the marketplace commerce economies. He has more than 20 years of experience in operational and transactional senior leadership, marketing, and corporate development roles. Prior to Yardline, Mr. Horowitz was the SVP, Strategic Partnerships & Corp Development at Thrasio, the fastest growing acquirer of Amazon third-party seller businesses, where he co-led the team which has acquired over 100 Amazon sellers. He continues to serve as an Advisor to Thrasio and has been the CEO of multiple companies, including Opus360 which he co-founded and took public. During his career, he has also been a senior member of teams which completed financings and M&A transactions with a total value in excess of $1.5B. Mr. Horowitz holds a Bachelor of Arts degree in economics from the University of Pennsylvania.
Peter Ma, 32 [Resigned April 25, 2021]
Chief Executive Officer
Mr. Ma is a Partner and Managing Director at Colbeck which he joined in January 2012. At Colbeck, Mr. Ma leads the firm’s West Coast office based in Los Angeles, where he is responsible for sourcing opportunities and leading investment execution, including diligence, documentation, and portfolio management. Presently, Mr. Ma also serves as Executive Vice Chairman of Studio, where he leads the Company’s key strategic initiatives, including mergers and acquisitions, tactical investments, and capital markets activity in both debt and equity. In this capacity, Mr. Ma also works closely with management on critical operational projects. From June 2010 to January 2012, Mr. Ma was an investment banker at MESA Securities (acquired by Houlihan Lokey), where he advised media and entertainment companies on mergers, acquisitions, and capital raising, with a focus on structured financings. Mr. Ma was a Forbes 30 under 30 list maker in the media category and he was a Member of the Board of Trustees at Woodbury University, one of the oldest accredited institutions in Southern California. Mr. Ma graduated from Harvard University with a Bachelor of Arts in Economics, where he was a member of the football team.
Morris Beyda, 46
Chief Financial Officer
Currently, Mr. Beyda is a Partner, Chief Operating Officer and Chief Compliance Officer at Colbeck, where he is responsible for all middle and back office functions including operations, finance, technology, and compliance. In March 2009, Mr. Beyda joined Colbeck. Prior to joining Colbeck, from May 2007 to February 2009, Mr. Beyda was Chief Technology Officer of Serengeti, where he had both systems and operational responsibilities from pre-launch through a four times growth in AUM achieved in less than a year. Before joining Serengeti, from October 2001 to March 2006, Mr. Beyda was the North American Chief Information Officer and Vice President of Information Technology for Dimension Data Holdings (LSE: DDT), a global systems integrator. From June 1995 to July 1997, Mr. Beyda worked with Arthur Andersen’s Business Consulting group, followed by various executive roles in early-stage ventures. Mr. Beyda holds a Bachelor of Science degree in Economics from the Wharton School of the University of Pennsylvania.
Board of Directors
Susan Wolford, 63
Director, Chairman of the Board of Directors
From April 2003 to July 2020, Ms. Wolford worked at BMO Capital Markets. In December 2018, Ms. Wolford became the Vice Chair of BMO Capital Markets after serving as the Head of the Technology and Business Services Group, which included the educational services and edtech, HCM, enterprise and application software, information services, and financial technology industries. During her tenure leading the education practice at BMO Capital Markets, Ms. Wolford sourced and executed 52 mergers and acquisition transactions, and was involved in over $37 billion in debt and equity financings. She has served on multiple nonprofit and publicly-listed Board of Directors and is currently on the Dean’s Advisory Council of Villanova School of Business and the Board of Director’s Leadership Council of the Rutgers Cancer Institute of New Jersey and previously served on the Board of the Center for Education Reform. Ms. Wolford graduated with honors from Villanova University and received a Master’s of International Affairs from Columbia University. Ms. Wolford was an investment banker for over 35 years, leading a wide variety of financing and merger- and- acquisition transactions across many industry groups. For the past 20 years, she has been focused on the educational services industry, working with pre-K-12, post-secondary, and lifelong learning companies.
Jason Beckman, 44
Director
Mr. Beckman has spent his professional career in private equity and related areas of strategic credit. Mr. Beckman co-founded Colbeck with Mr. Colodne in January 2009. Mr. Beckman is currently a Co-Founder and Managing Partner of Colbeck. At Colbeck, Mr. Beckman is intimately involved in all aspects of the business, including investment execution and management of the firm’s investment origination. From January 2005 to February 2008, Mr. Beckman worked at Deutsche Bank where he was the Vice President of Distressed Debt Sourcing and Sales. From July 1998 to February 2004, Mr. Beckman worked at Goldman Sachs as the head of Fixed Income Currency, and Commodities Division’s distressed debt sourcing business where he built and managed a team responsible for sourcing strategic lending opportunities and distressed asset divestitures. In this capacity, Mr. Beckman worked closely with Mr. Colodne. Mr. Beckman focuses his philanthropic efforts in the Arts, as a benefactor of The Metropolitan Museum of Art and Art Production Fund and on global humanitarian issues through the World Food Program and International Rescue Committee. Mr. Beckman is a graduate of Union College and studied abroad at the London School of Economics. During his time at Union College, Mr. Beckman co-founded CollegetownUSA.com, an online education focused resource for College students around the United States. The company was ultimately acquired by Blackboard which later went public. We believe that Mr. Beckman is qualified to serve on our board of directors based on his expertise in finance.
Jason Colodne, 48
Director
Mr. Colodne’s investment experience runs over two decades. Mr. Colodne co-founded Colbeck with Mr. Beckman in January 2009. Mr. Colodne is currently a Co-Founder and Managing Partner of Colbeck. He is the senior transaction partner at Colbeck and oversees all aspects of investment execution, including diligence, documentation, and portfolio management. From April 2007 to January 2008, Mr. Colodne served as the President and Head of Leveraged Loan and M&A Activity at the private equity firm Patriarch Partners. From June 2004 to March 2007, Mr. Colodne was a Managing Director at Morgan Stanley and, as the founder of the division, established all infrastructure for deal sourcing, accounting, deal execution, portfolio management, loan closing, loan administration, and credit trading. Under Mr. Colodne’s leadership, the Morgan Stanley Strategic Finance division transacted on $19 billion of Strategic Lending loan volume. From July 1998 to May 2004, Mr. Colodne served as the Head of Bank Loan Research and Investing and the Hybrid Lending Business in the Fixed Income Currency and Commodities Division at Goldman Sachs. Mr. Colodne joined Goldman Sachs after gaining proprietary investment and investment banking experience at UBS and Bear Stearns. Mr. Colodne has held board seats on multiple portfolio companies and participated in numerous restructuring steering committees. Mr. Colodne is a member of the Young Professionals Organizations – Metro New York (YPO), is a Board Member of the Centurion Foundation, and is a Committee Member at the Children’s Tumor Foundation. Mr. Colodne is a graduate of the University of Pennsylvania.
Rosamund M. Elsie-Mitchell, 50
Director
In December 2020, Ms. Else-Mitchell rejoined Scholastic as President of Education Solutions. Ms. Else-Mitchell is currently a Visiting Teaching Fellow at Harvard GSE and Chair of the Edtech Evidence Exchange K-12 Industry Council. From June 2015 to July 2019, she was Chief Learning Officer and Executive Vice President at Houghton Mifflin Harcourt. In this role, she oversaw efficacy research, learning science, and data analytics teams, as well as the company’s teaching and learning platforms and professional learning business. From August 2013 to May 2015, Ms. Else-Mitchell was Executive Vice President of K–12 at Scholastic Education in the U.S. There she was responsible for the company’s product strategy and development, including product and platforms which use technology and analytics to enhance teaching and learning. She began her career as a high school English teacher in Australia and has worked as a publisher, a researcher, with education non-profits, and as a television book reviewer. She holds a master’s degree from the University of Sydney in Australia and a Bachelor of Arts degree from the University of Oxford, UK.
Ronald H. Schlosser, 71 [Resigned April 26, 2021]
Director
Currently, Mr. Schlosser advises global leaders in private equity on investing in education and information services companies. From March 2013 to October 2020, he has served as an Executive Chairman and as a Director of McGraw-Hill Education. From May 2010 to March 2012, Mr. Schlosser was Chairman and Chief Executive Officer of Haights Cross Communications (“HCC”), an educational and library publishing company, where he led expansion of the company’s product lines especially with digital segments. Before HCC, from October 2008 to November 2009, he served as senior advisor to Providence Equity Partners (“Providence”) and was chairman of several of Providence’s education and information services companies, including Jones & Bartlett and Assessment Technologies Institute (now Ascend Learning), Edline, and Survey Sampling International. Mr. Schlosser started at Thomson Corporation in July 1995. Mr. Schlosser spent 12 years at Thomson Corporation, including four years as Chief Executive Officer of Thomson Learning Group (now Cengage Learning). Additionally, he has held executive positions at Elsevier Science, which he started at in 1988. Mr. Schlosser currently serves on the Board of Directors of Copyright Clearance Center and the Warehouse Arts District in Florida. Mr. Schlosser holds an MBA from Farleigh Dickinson University and is a graduate of Rider University.
