UNIQUE LOGISTICS INTERNATIONAL, INC. Item 1.01 Entry into a Material Definitive Agreement.
Merger Agreement
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The Merger Agreement and the transactions contemplated thereby (the "Transactions") were approved by the board of directors of each of the Company, Edify, and Merger Sub.
The proposed Merger (as defined below) is expected to be consummated after receipt of the required approvals from the stockholders of Edify and the Company and the satisfaction of certain other conditions summarized below.
The Merger Agreement and the Merger
The Merger Agreement provides, among other things, that Merger Sub will merge
with and into the Company, with the Company as the surviving corporation (the
"Surviving Corporation") in the merger and, after giving effect to such merger,
the Company shall be a wholly-owned subsidiary of Edify (the "Merger"). In
addition, Edify will be renamed "
As a result of the Transactions, among other things, (i) each outstanding share
of common stock, par value
The Common Exchange Ratio is the quotient obtained by dividing (i) the Per Share
Consideration Value by (ii)
At the effective time of the Merger:
? each share of Company Series A Convertible Preferred Stock (other than excluded
shares and dissenting shares) will be cancelled and automatically deemed for
all purposes to represent the right to receive a number of shares of Buyer
Class A Common Stock equal to the product of (i) the number of shares of
Company Common Stock into which such share of Company Series A Convertible
Preferred Stock is convertible, taking into account the effects of the
Transactions in accordance with the certificate of designation applicable to
such Company Preferred Stock, and (ii) the Common Exchange Ratio;
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? each share of Company Series B Convertible Preferred Stock (other than Excluded
Shares and Dissenting Shares) will be cancelled and automatically deemed for
all purposes to represent the right to receive a number of shares of Buyer
Class A Common Stock equal to the product of (i) the number of shares of
Company Common Stock into which such share of Company Series B Convertible
Preferred Stock is convertible, taking into account the effects of the
Transactions in accordance with the certificate of designation applicable to
such Company Preferred Stock, and (ii) the Common Exchange Ratio;
? each share of Company Series C Convertible Preferred Stock (other than excluded
shares and dissenting shares) will be cancelled and automatically deemed for
all purposes to represent the right to receive a number of shares of Buyer
Class A Common Stock equal to the product of (i) the number of shares of
Company Common Stock into which such share of Company Series C Convertible
Preferred Stock is convertible, taking into account the effects of the
Transactions in accordance with the certificate of designation applicable to
such Company Preferred Stock, and (ii) the Common Exchange Ratio; and
? each share of Company Series D Convertible Preferred Stock (other than excluded
shares and dissenting shares) will be cancelled and automatically deemed for
all purposes to represent the right to receive a number of shares of Buyer
Class A Common Stock equal to the product of (i) the number of shares of
Company Common Stock into which such share of Company Series D Convertible
Preferred Stock is convertible, taking into account the effects of the
Transactions in accordance with the certificate of designation applicable to
such Company Preferred Stock, and (ii) the Common Exchange Ratio.
The Merger Agreement also provides that at Closing the Company, Edify, Edify's
sponsor
Earnout
The Merger Agreement, subject to the terms and conditions set forth therein,
provides that the Company's stockholders will have the right to receive up to an
aggregate of 2,500,000 additional shares of Edify Class A Common Stock based
primarily on the closing price per share of the Edify Class A Common Stock on
the principal securities exchange or securities market on which shares of Edify
Class A Common Stock are then traded during the seven-year period following the
date that is sixty days after the date of the closing (the "Closing Share
Price"), as follows: (i) 1,250,000 shares if (A) the Closing Share Price is
equal to or exceeds
Representations and Warranties; Covenants
The Merger Agreement contains customary representations and warranties of the parties, which will not survive the Closing. Many of the representations and warranties are qualified by materiality or Material Adverse Effect (with respect to the Company) or a material adverse effect on the ability of Edify or Merger Sub to enter into and perform their respective obligations under the Merger Agreement or any other Transaction Agreement to which it is a party. Certain of the representations and warranties are subject to specified exceptions and qualifications contained in the Merger Agreement or in information provided pursuant to certain disclosure schedules to the Merger Agreement.
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The Merger Agreement also contains pre-closing covenants of the Company and Edify, including obligations of the Company to operate its businesses in the . . .
Item 7.01 Regulation FD Disclosure.
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Exhibits 99.1 is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Additional Information about the Transactions and There to Find It
In connection with the Transactions, Edify will file with the
Participants in the Solicitation
Edify, the Company, and their directors and executive officers may be deemed to be participants in the solicitation of proxies from Edify's stockholders and written consents from the Company's stockholders with respect to the Transactions.
Information about Edify's directors and executive officers and a description of
their interests in Edify and with respect to the Transactions and any other
matters to be acted upon at the Edify stockholder meeting will be included in
the proxy statement/consent solicitation statement/prospectus for the
Transactions and be available at the
Information about the Company's directors and executive officers is set forth in
the Company's Annual Report on Form 10-K for the year ended
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Non-Solicitation
This Current Report on Form 8-K is not a proxy statement or consent solicitation statement or solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the Transactions and does not constitute an offer to sell or the solicitation of an offer to buy any securities of Edify, the Company, or any successor entity thereof nor shall there be any offer, solicitation, exchange, or sale of any such securities in any state or jurisdiction in which such offer, solicitation, exchange, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1* Agreement and Plan of Merger dated as ofDecember 18, 2022 , by and among Edify Acquisition Corp.,Edify Merger Sub, Inc. , andUnique Logistics International, Inc. 10.1 Lock-Up Agreement, dated as ofDecember 18, 2022 , by and among Edify Acquisition Corp., and various parties thereto 10.2 Company Voting and Support Agreement, dated as ofDecember 18, 2022 , by and among Edify Acquisition Corp.,Unique Logistics International, Inc. ,Frangipani Trade Services, Inc. andGreat Eagle Freight Limited 10.3 Sponsor Support Agreement, dated as ofDecember 18, 2022 , by and among Edify Acquisition Corp.,Colbeck Edify Holdings, LLC ,Unique Logistics International, Inc. and the other parties thereto. 10.4 Amendment No. 1 to Stock Purchase Agreement, dated as ofDecember 18, 2022 , by and betweenUnique Logistics International, Inc. andUnique Logistics Holdings Limited 99.1 Press Release datedDecember 19, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of
Regulation S-K.
schedules and exhibits to the
upon its request.
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