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 Exchange Act of 1934

December 21, 2021

Date of Report (Date of earliest event reported)

Edify Acquisition Corp.

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: (212) 603-2800

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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 x

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 4.02 - Non-Reliance on Previously Issued Financial Statements or Related Audit Report or Completed Interim Report.

Following the filing of Edify Acquisition Corp.’s (the “Company”) financial statements as of September 30, 2021 in a Quarterly Report on Form 10-Q, the Company concluded it should restate its prior financial statements to classify all of the shares held by the Company’s public stockholders (the “Public Shares”) in temporary equity. In accordance with ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require common stock subject to possible redemption to be classified outside of permanent equity. The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption value of $10.00 per Class A common stock while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. However, the Company has determined that it is required to restate its financial statements to include temporary equity in net tangible assets. Accordingly, following this filing, the Company will present all redeemable Class A common stock as temporary equity and recognizes accretion from the initial book value to redemption value at the time of its initial public offering (“Initial Public Offering”) and in accordance with ASC 480.

In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the changes and has determined that the related impact was material to the previously issued (i) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 24, 2021 and (ii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 16, 2021 (the “Affected Financial Statements”) and such Affected Financial Statements should no longer be relied upon. Therefore, the Company, in consultation with its Audit Committee, concluded that its Affected Financial Statements should be restated to report all Public Shares as temporary equity.

Based upon their evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of September 30, 2021, due to the material weakness in our internal control over financial reporting as a result of the revisions of our March 31, 2021, and June 30, 2021 financial statements (the “revisions”) regarding the failure to properly classify redeemable equity instruments.

Therefore, the March 31, 2021 and June 30, 2021 quarterly financial statements included in the Company's Form 10-Qs, as filed with the SEC on May 24, 2021 and on August 16, 2021, respectively, as well as the Company's balance sheet included on the Company’s Form 8-K, as filed with the SEC on January 26, 2021, should no longer be relied upon because redemption provisions not solely within the control of the Company require common stock subject to possible redemption to be classified outside of permanent equity. As a result of the foregoing, the Company’s management reassessed the effectiveness of its disclosure controls and procedures for the periods affected by the restatement. As a result of that reassessment, the Company’s management determined that its disclosure controls and procedures for such periods were not effective solely as a result of the foregoing.

The Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with WithumSmith+Brown, PC, the Company’s independent registered public accounting firm.

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.