Current Report Filing (8-k)
13 Januar 2023 - 11:22PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934
Date of Report (Date of earliest event reported): January
11, 2023
EDIFY ACQUISITION CORP.
(Exact name of Registrant as specified in its charter)
| Delaware |
|
001-39899 |
|
85-3274503 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
888 7th Avenue, Floor 29
New York, NY 10106
(Address of principal executive offices, including
zip code)
212-603-2800
(Registrant’s telephone number, including area
code)
Check the appropriate box below if the 8-K filing
is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| ☐ |
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
Securities registered pursuant to Section 12(b) of
the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one share of Common Stock and one Warrant to acquire one-half of a share of Common Stock |
|
EACPU |
|
The Nasdaq Stock Market LLC |
| Common Stock, par value $0.0001 |
|
EAC |
|
The Nasdaq Stock Market LLC |
| Warrants |
|
EACPW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 3.01. |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
On January 11, 2023, Edify Acquisition Corp. (the
“Company”), received a notification letter from the Listing Qualifications Staff of The NASDAQ Stock Market LLC (“Nasdaq”)
indicating that, since the Company has not yet held an annual meeting of shareholders within twelve months of the end of its December
31, 2021 fiscal year, it is out of compliance with the Nasdaq rules for continued listing (Listing Rules 5620(a) and 5810(c)(2)(G)). The
notification letter has no immediate effect on the listing of the Company’s securities on the Nasdaq Capital Market.
Under the applicable Nasdaq rules, the Company now
has 45 calendar days to submit a plan to regain compliance. If Nasdaq accepts the Company’s plan, Nasdaq can grant an exception
of up to 180 calendar days from the Company’s most recent fiscal year end, or until June 29, 2023, to regain compliance.
The Company expects to file a definitive proxy statement
in the coming weeks for an annual meeting to be held in February 2023 to regain compliance with the applicable Nasdaq Listing Rules.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| |
EDIFY ACQUISITION CORP. |
| |
|
|
| Date: January 13, 2023 |
By: |
/s/ Morris Beyda |
| |
Name: |
Morris Beyda |
| |
Title: |
Chief Financial Officer |
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